Exhibit
10.1


 





	Private
    & Confidential 	 
	 	Dated
      13 December   2019	 










Palmeraie
Finance Limited

as Existing Borrower


 


ROYAL
CARIBBEAN CRUISES LTD.

as New Borrower  


 


citibank
europe plC, uk branch

as Facility Agent  


 


Citicorp
trustee company limited

as Security Trustee


 


CITIBANK
N.A., LONDON BRANCH 

as Global Coordinator 



 


HSBC
FRANCE


as
French Coordinating Bank  


 


HSBC
FRANCE

as ECA Agent


 





CITIBANK
EUROPE PLC, HSBC France, banco santander s.a., banco bilbao vizcaya argentaria S.A., paris branch, bnp paribas sa, sumitomo mitsui
banking corporation europe limited, paris BRANCH, societe generale and unicredit bank
ag


 as
Mandated Lead Arrangers


 


and



 


THE
BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
 as Original Lenders
 


 




	 	 	 




 



NOVATION
AGREEMENT

relating to a secured credit facility agreement for Hull No. A35 at
 Chantiers de l’Atlantique
S.A.









	 	 	 



 


 


 






     


     


    

 


Contents


 




	Clause	 	Page
	 	 	 
	1	Definitions	2
	2	Consent and agreement
    of the Finance Parties	4
	3	Assumption of liability
    and obligations	4
	4	Amendment and restatement
    of Principal Agreement	6
	5	Loan currency, Additional
    Advances and undrawn Commitments under the Principal Agreement	6
	6	Conditions	9
	7	Fixed rate	10
	8	Representations
    and warranties	10
	9	Covenants	11
	10	Commitment and cancellation
    by the New Borrower	12
	11	Satisfaction of
    Receivable, releases and BpiFAE Insurance Policy	14
	12	Assignment and transfers	15
	13	Miscellaneous and
    notices	15
	14	Governing law and
    jurisdiction	16
	Schedule 1
    The Original Lenders	17
	Schedule 2
    Conditions precedent	22
	Schedule 3
    Form of Novated Credit Agreement	24


 






     


     


    

 


THIS
NOVATION AGREEMENT is dated 13 December 2019 and made BETWEEN:


 


	(1)	PALMERAIE
                                 FINANCE LIMITED as transferor (the Existing Borrower);



 


	(2)	ROYAL
                                 CARIBBEAN CRUISES LTD. as transferee (the New Borrower);



 


	(3)	CITIBANK
                                 EUROPE PLC, UK BRANCH as facility agent for the other Finance Parties (the Facility Agent);



 


	(4)	CITICORP
                                 TRUSTEE COMPANY LIMITED as security trustee for the other Finance Parties (the Security
                                 Trustee);



 


	(5)	CITIBANK
                                 N.A. LONDON BRANCH as global coordinator (the Global Coordinator);
	 	 
	(6)	HSBC
                                         FRANCE as French coordinating bank (the French Coordinating Bank);



 


	(7)	HSBC FRANCE as ECA agent (the
                                 ECA Agent);



 


	(8)	CITIBANK
                                 EUROPE PLC, , UK BRANCH HSBC FRANCE, BANCO SANTANDER S.A., BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
                                 PARIS BRANCH, BNP PARIBAS SA, SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED, PARIS BRANCH,
                                 SOCIÉTÉ GÉNÉRALE and UNICREDIT BANK AG as Mandated Lead Arrangers;
                                 and



 


	(9)	THE BANKS AND FINANCIAL INSTITUTIONS
                                 listed in Schedule 1 as Original Lenders.



 


WHEREAS:


 


	(A)	By a
                                 facility agreement dated on or about the date of this Agreement (the Principal Agreement)
                                 and made between (1) the Existing Borrower as borrower, (2) the banks and financial institutions
                                 named therein as original lenders, (3) the Mandated Lead Arrangers as mandated lead arrangers,
                                 (4) the Facility Agent as facility agent, (5) the Security Trustee as security trustee (6) the
                                 Global Coordinator as global coordinator, (7) the French Coordinating Bank as French coordinating
                                 bank and (8) HSBC France as ECA agent, the Lenders have agreed to make available a loan of up
                                 to €1,126,400,000 to the Existing Borrower in connection with the purchase by the Existing
                                 Borrower of the Receivable from the Seller pursuant to the Receivable Purchase Agreement.



 


	(B)	It is
                                 intended that on the Actual Delivery Date, and subject to the delivery of the Vessel to, and
                                 acceptance of the Vessel by, the New Borrower or the Nominated Owner (as defined below) on its
                                 behalf) under the Building Contract and by way of satisfying the obligation of the New Borrower
                                 to pay the Receivable to the Existing Borrower (as purchaser of the Receivable from the Seller
                                 pursuant to the Receivable Purchase Agreement), all of the rights and obligations of the Existing
                                 Borrower in respect of the Principal Agreement shall be transferred by novation by the Existing
                                 Borrower to the New Borrower.



 


	(C)	The parties
                                 have also agreed that on the date of the novation contemplated in Recital (B) the Novated Loan
                                 Balance at such date shall be converted into Dollars, certain additional advances shall be made
                                 to the New Borrower and the Principal Agreement shall be amended and restated (in the form of
                                 the Novated Credit Agreement) pursuant to the terms of this Agreement.



 


	(D)	This
                                 Agreement sets out the terms and conditions upon which (i) the parties hereto shall agree to
                                 such novation, amendment and restatement of the Principal Agreement and (ii) the Lenders shall
                                 agree to make additional advances to the New Borrower.



 






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NOW
IT IS HEREBY AGREED as follows:


 


	1	Definitions



 


	1.1	Definitions



 


Words
and expressions defined in the Principal Agreement shall have the same meaning when used in this Agreement, except insofar as
the context otherwise requires or as otherwise defined in this Agreement:


 


Additional
Advances has the meaning given to it in clause 5.2.


 


Change
Orders has the meaning given to it in the Receivable Purchase Agreement.


 


BpiFAE
Premium has the meaning given to it in the Novated Credit Agreement.


 


Dollars
has the meaning given to it in the Novated Credit Agreement.


 


Initial
Effective Date has the meaning given to it in the Receivable Purchase Agreement.


 


Maximum
Loan Amount has the meaning given to it in the Novated Credit Agreement.


 


Mortgage
means the first ranking ship construction mortgage over the Vessel granted or, as the case may be, to be granted by the New
Borrower in favour of the Security Trustee and certain other parties in the form scheduled to the Buyer Consent Agreement.


 


Nominated
Owner has the meaning given to it in the Novated Credit Agreement.


 


Non-Yard
Costs has the meaning given to it in the Novated Credit Agreement.


 


Novated
Credit Agreement means the Principal Agreement as novated, amended and restated by this Agreement.


 


Novated
Loan Balance means, subject to clause 10.2 and subject to the approval of the New Borrower pursuant to clause 3.5, the outstanding
principal amount of the Loan owing by the Existing Borrower on the Novation Effective Date (and reflecting the amount of any Advances
drawndown or deemed drawndown by the Existing Borrower in accordance with the terms of the Principal Agreement on such date but
excluding any Unsecured Advances) up to the amount not exceeding the lower of:


 


		(a)	the
                                         amount of the Final Payment after any deductions permitted under the Buyer Consent Agreement;



 


		(b)	€1,126,400,000;
                                         and



 


		(c)	the
                                         amount referred to in clause 2.1(c) of the Principal Agreement.



 


Novation
Effective Date means, when the Novation Effective Time has occurred, the date on which the Novation Effective Time so occurs.


 


Novation
Effective Time means the time at which the Vessel is delivered to, and accepted by, the New Borrower or the Nominated Owner
(on its behalf (in each case, as buyer) under the Building Contract (as evidenced by the protocol of delivery and acceptance for
the Vessel), save that the “Novation Effective Time” shall not occur hereunder unless:


 


		(a)	the
                                         Facility Agent has notified the parties in writing that it has received all of the documents
                                         and other evidence referred to in clause 6; and



 






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		(b)	such
                                         time falls before the Back Stop Date (as defined in the Receivable Purchase Agreement
                                         and subject to clause 10.2).



 


NYC
Applicable Rate means the USD-to-EUR rate used by the New Borrower to convert the relevant Dollar amount of the Non-Yard Costs
into euro for the purpose of the Seller invoicing the same to the New Borrower in euro in accordance with the Building Contract.


 


Other
Basic Contract Price Increases means any increase in the Basic Contract Price pursuant to the following Articles of the Building
Contract: I.5.7 and I.5.8 (choice of suppliers), II.1 (in relation to the Non-Exercise Premium as defined in that Article), III.2.3
(speed bonus) and III.6.2 (extra cabins), in the amount provided for in the Building Contract or as reasonably determined by the
New Borrower and, in each case, evidenced to the reasonable satisfaction of the Facility Agent, but (for the purpose of calculating
the Maximum Loan Amount and the Additional Advance in respect of such items) in an aggregate amount not exceeding €30,500,000.


 


Signing
Date means the date of this Agreement.


 


Spot
Rate of Exchange means, for the purposes of determining an equivalent amount in EUR of Dollars on any relevant date, the mid
FX Rate EUR/USD (published on the basis of the 1:00pm London Bloomberg BFIX rate) two (2) Banking Days before that date.


 


Unsecured
Advances has the meaning given to it in the Buyer Consent Agreement.


 


US
Dollar Equivalent has the meaning given to it in the Novated Credit Agreement.


 


Weighted
Average Rate of Exchange means the weighted average rate of exchange that the New Borrower has agreed, either in the spot
or forward currency markets, to pay its counterparties for the purchase of the relevant amounts of euro with Dollars for the payment
of the euro amount of the Contract Price (including the portion thereof comprising the Change Orders, any Other Basic Contract
Price Increases and the Non-Yard Costs) and including in such weighted average calculation (a) the NYC Applicable Rate in relation
to the portion of the Contract Price comprising the Non-Yard Costs and (b) the spot rates for any other euro amounts that have
not been hedged by the New Borrower.


 


	1.2	Headings



 


Clause headings
and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.


 


	1.3	Construction
                                         



 


Clause 1.4
of the Principal Agreement shall apply to this Agreement as if set out herein.


 


	1.4	References
                                         to Novated Credit Agreement



 


Unless
a contrary indication appears, any reference in this Agreement to a term defined in, or an article or section of, or an exhibit
to, the Novated Credit Agreement, shall refer to such term defined in, or article or section of, or exhibit to, the agreement
set out in Schedule 3 notwithstanding that such agreement is not yet effective, it being agreed that articles and sections
of the Novated Credit Agreement, where so incorporated into, or which are to apply for the purpose of, this Agreement, shall be
effective and apply under this Agreement notwithstanding that for the purpose of the Novated Credit Agreement they shall only
apply from the Novation Effective Time.


 


	1.5	References
                                         to Security Trustee and Finance Parties



 


It
is agreed that as the Security Trustee will not be a party to the Novated Credit Agreement and accordingly have no responsibilities
thereunder, the Security Trustee is a party to this Agreement for the purpose of approving the novation and allowing the Novation
Effective Date to occur but it


 






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shall
have no responsibilities in respect of the Novated Credit Agreement or have rights or obligations under this Agreement in respect
of the Novated Credit Agreement. Accordingly, references to parties or the Finance Parties in clauses 3.2, 5.3, 5.4, 5.5 and 8.3
shall not include the Security Trustee.


 


	2	Consent
                                 and agreement of the Finance Parties



 


Subject
to the other provisions of this Agreement and upon reliance of each of the representations and warranties in clause 8, the Facility
Agent, the Security Trustee, the Global Coordinator, the French Coordinating Bank, the ECA Agent, the Mandated Lead Arrangers,
the Arrangers and the Lenders agree with the Existing Borrower and the New Borrower on the Novation Effective Date (and at the
Novation Effective Time), that they consent to the novation, amendment and restatement of the Principal Agreement on the terms
set out in clauses 3 and 4 and to the conversion of the currency of the Loan and to the making of the Additional Advances in accordance
with clause 5.


 


	3	Assumption
                                 of liability and obligations



 


	3.1	Substitution



 


It
is hereby agreed that, as and with effect from the Novation Effective Time:


 


		(a)	the
                                         New Borrower shall be, and is hereby made, a party to the Principal Agreement in substitution
                                         for the Existing Borrower; and



 


		(b)	the
                                         Principal Agreement shall be amended and restated as set out in clause 4.



 


	3.2	Assumption
                                         of liability



 


The
New Borrower hereby agrees with the Finance Parties that, as and with effect from the Novation Effective Time, it shall be indebted
to the Finance Parties for the full amount of the Novated Loan Balance and, when drawn pursuant to clause 5.2 (and as adjusted
pursuant to clause 5.3), the Additional Advances and the New Borrower further agrees that from the Novation Effective Time it
shall duly and punctually perform all the liabilities and obligations to be performed or discharged in respect of the Novated
Loan Balance under the Novated Credit Agreement and shall be bound by the terms of the Novated Credit Agreement from the Novation
Effective Time as the “Borrower” thereunder.


 


	3.3	Release



 


The
Existing Borrower and the Finance Parties hereby agree that, as and with effect from the Novation Effective Time, they shall each
mutually release and discharge each other from all liabilities, obligations, claims and demands whatsoever under or touching or
concerning the Principal Agreement and in respect of anything done or omitted to be done under or in connection therewith except
that if at the Novation Effective Time there are any outstanding liabilities of the Existing Borrower under the Principal Agreement
which are the subject of an indemnity claim against the Seller pursuant to clause 7 of the Receivable Purchase Agreement, to prevent
the Finance Parties losing the ability to recover those claims against the Seller, such liabilities shall be preserved against
the Existing Borrower until such claims are satisfied.


 


	3.4	No
                                         liability



 


The
Finance Parties hereby confirm to the New Borrower, that except for the obligations in respect of the Novated Loan Balance which
are, with effect from the Novation Effective Time, to be assumed by the New Borrower pursuant to clause 3.2, the New Borrower
shall have no liability, and the Finance Parties shall have no recourse whatsoever to the New Borrower or any of its assets, in
respect of any liabilities, obligations, claims and demands whatsoever under or touching or concerning the Principal Agreement
or in respect of anything done or omitted to be done under or in connection therewith.


 






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	3.5	Novated
                                         Loan Balance



 


The
Facility Agent agrees that:


 


		(a)	following
                                         each Drawdown Date (and at any other time upon reasonable request), it will provide the
                                         New Borrower with an update in relation to the amount of the outstanding Loan;



 


		(b)	not
                                         less than ten Banking Days prior to the anticipated Actual Delivery Date, it will consult
                                         with the New Borrower regarding the anticipated amount of the Novated Loan Balance as
                                         at the anticipated Novation Effective Time to enable the New Borrower to confirm and
                                         verify this amount (having regard to paragraphs (a) and (b) of the definition of Novated
                                         Loan Balance) and satisfy itself that it is an amount which reflects the expected drawdown
                                         of the Loan during the period prior to the Actual Delivery Date and that the same does
                                         not include any Unsecured Advances. The New Borrower shall promptly confirm its acceptance
                                         of the amount or, if applicable, raise any questions as to the calculation of this amount
                                         with the Facility Agent so that the amount can be approved prior to the Novation Effective
                                         Time; and



 


		(c)	as
                                         part of the process of agreeing the Novated Loan Balance it will participate in the preparation
                                         of the delivery funds flow agreement referred to in clause 13.6 of the Buyer Consent
                                         Agreement.



 


	3.6	Prepayment
                                         in respect of overpaid Purchase Price



 


If
at the Novation Effective Time the Seller has become liable to make a refund of the Purchase Price pursuant to clause 2.5 of the
Receivable Purchase Agreement and has not made payment of that refund such that a partial prepayment of the Loan in an amount
equal to that refund (the Refund Prepayment Amount) has not been made, the New Borrower shall prepay an amount of the Novated
Loan Balance corresponding to that Refund Prepayment Amount on the Novation Effective Date, such prepayment to be without premium,
penalty or breakage costs, and shall be by way of a regularly scheduled required prepayment (and not a requirement to make payment
prior to the scheduled maturity thereof).


 


Where
any such prepayment is required by the New Borrower pursuant to this clause 3.6:


 


		(a)	the
                                         relevant amount of such prepayment may, if requested by the New Borrower, be deducted
                                         from the amount of the Additional Advances to be made available to the New Borrower on
                                         the Novation Effective Date and, where the New Borrower has requested that the prepayment
                                         required under this clause 3.6 be deducted from the Additional Advances, an actual payment
                                         shall only be required by the New Borrower if the prepayment amount exceeds the aggregate
                                         amount of the Additional Advances to be advanced to the New Borrower; and



 


		(b)	the
                                         New Borrower shall be entitled to exercise its rights under clause 13.2(b) of the Buyer
                                         Consent Agreement.



 


It
is agreed that the liability of the New Borrower in respect of the Refund Prepayment Amount under this clause shall not exceed
the amounts referred to in clause 13.2(a) of the Buyer Consent Agreement.


 


	3.7	Notification
                                         of set-off



 


Where
clause 7.5 (Set-off for unpaid amounts) of the Receivable Purchase Agreement applies and an amount is to be deducted from
the Payment Amount due to the Seller in relation to any amount due and owing by the Seller to the Existing Borrower or the Finance
Parties under the Transaction Documents which remains unpaid at the Drawdown Date for an Advance (an unpaid amount) and
that unpaid amount will consequently be retained from the relevant Advance under clause 2.2(d) of the Principal Agreement, the
Facility Agent shall notify the New Borrower before the relevant Drawdown Date of the unpaid amount (together with reasonable


 






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details
of the type, amount and the manner in which such amount, and all components thereof, have been calculated).


 


	4	Amendment
                                 and restatement of Principal Agreement



 


The
Principal Agreement shall, with effect on and from the Novation Effective Time, be (and it is hereby) amended and restated so
as to read in accordance with the form of the Novated Credit Agreement set out in Schedule 3 and (as so amended and restated)
will be binding upon each of the parties thereto in accordance with its terms as so amended and restated.


 


	5	Loan
                                 currency, Additional Advances and undrawn Commitments under the Principal Agreement



 


	5.1	Currency
                                         conversion



 


On
the Novation Effective Date the Additional Advances to be drawndown by the New Borrower on the Novation Effective Date shall be
made available in Dollars in accordance with the following provisions of this clause 5 and the Novated Credit Agreement and thereafter
the Novated Loan Balance shall be converted from euro to Dollars by reference to the US Dollar Equivalent (as defined in the Novated
Credit Agreement) of such amount.


 


	5.2	Additional
                                         Advances



 


Subject
to the terms and conditions of this Agreement, on the Novation Effective Date, the New Borrower shall be entitled to borrow further
advances (the Additional Advances) in Dollars in respect of the following amounts:


 


		(a)	an
                                         amount of up to 80% of the incurred Non-Yard Costs (of up to €120,000,000) and the
                                         Other Basic Contract Price Increases paid or to be paid by the New Borrower under the
                                         Building Contract of up to €30,500,000 ; and



 


		(b)	an
                                         amount equal to 100% of the BpiFAE Premium as calculated in accordance with Section 11.13.1(b)
                                         of the Novated Credit Agreement as at the Novation Effective Time, which amount shall
                                         be divided into two parts:



 


		(i)	the
                                         amount payable by the New Borrower to BpiFAE in respect of such part of the BpiFAE Premium
                                         which remains payable to BpiFAE at the Novation Effective Date; and



 


		(ii)	the
                                         balance, which shall, subject to the New Borrower’s set-off rights referred to
                                         in clause 13.3 of the Buyer Consent Agreement, be payable by the New Borrower to the
                                         Seller in reimbursement of the amounts which have been deducted from the Payment Amounts
                                         in respect of the BpiFAE Premium pursuant to the Receivable Purchase Agreement,



 


provided
however that the aggregate amount of the Additional Advances (as adjusted, where relevant, under clause 5.3), when added to the
Novated Loan Balance (or, if different and to the extent applicable, the aggregate of any amounts advanced in respect of the Facility
(and not of the Additional Advances) in the manner contemplated by clause 5.4), shall not exceed the Maximum Loan Amount.


 


The
Weighted Average Rate of Exchange shall be used to calculate the Dollar amount of the Additional Advance referred to in clause
5.2(a) and the Spot Rate of Exchange shall be used to calculate the Dollar amount of the Additional Advance referred to in clause
5.2(b).


 


The
Additional Advance referred to in clause 5.2(b)(i) shall be paid directly to BpiFAE in the manner described in Section 2.3(d)
of the Novated Credit Agreement.


 






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	5.3	Adjustment of Additional Advances



 


On the Novation Effective Date,
the parties hereby agree that the aggregate amount of the Additional Advances (other than the amount referred to in clause 5.2(b)(i))
shall be adjusted, as applicable, by a Dollar amount (the Adjustment Amount) equal to the product of:


 


		(a)	the difference obtained by subtracting the Spot Rate of Exchange on the Actual Delivery Date from
the Weighted Average Rate of Exchange; and



 


		(b)	the Novated Loan Balance.



 


If the Adjustment Amount is
a positive number, the aggregate amount of the Additional Advances to be drawn in Dollars shall be increased by such Adjustment
Amount.


 


Conversely, if the Adjustment
Amount is a negative number, the aggregate amount of the Additional Advances to be drawn in Dollars shall be decreased by such
Adjustment Amount, provided however, if such Adjustment Amount exceeds the amount of the Additional Advances that would have been
advanced in Dollars but for the operation of this clause (and subject to any agreement reached to the contrary in the delivery
funds flow agreement referred to in clause 3.5(c)), no Dollar Additional Advances will be made and the New Borrower shall prepay
(in Dollars) an amount of the Novated Loan Balance corresponding to that excess amount on the Novation Effective Date (a Section
5.3 Prepayment), such prepayment to be without premium, penalty or breakage costs, and shall be by way of a regularly scheduled
required prepayment (and not a requirement to make payment prior to the scheduled maturity thereof). Any failure by the New Borrower
to make the Section 5.3 Prepayment on the Novation Effective Date shall be capable of giving rise to an Event of Default under
Section 8.1.1 of the Novated Credit Agreement unless waived by, or alternative arrangements are agreed with, the Required Lenders
(as defined in the Novated Credit Agreement) acting on the instructions of BpiFAE.


 


	5.4	Undrawn Commitments under the Principal Agreement



 


In the event that either:


 


		(a)	the Existing Borrower has not drawn the full amount of the Total Commitments under the Principal
Agreement at the Novation Effective Date; or



 


		(b)	the Total Commitments under the Principal Agreement have been cancelled or reduced before the Novation
Effective Date and this is not as a result of a cancellation of the Building Contract by the Seller due to a Buyer Specified Event;
or



 


		(c)	it is not possible for the Facility to be made available to the Existing Borrower to the satisfaction
of the Seller and the New Borrower,



 


the Finance Parties agree that
if the Vessel continues to be constructed by the Seller in France and the BpiFAE Insurance Policy continues to be maintained (or,
if applicable, reinstated or reissued) then, if required by the New Borrower, the Facility will continue to be available to the
New Borrower and the amount of the Facility shall be the amount that it would otherwise have been but for the occurrence of the
events referred to in (a) to (c) above and such Facility shall include, without limitation, amounts to finance or refinance any
reasonable completion expenses (the Completion Expenses) incurred by the New Borrower in completing the Vessel (of the type
contemplated by Article XI 5 of the Building Contract and, where applicable, up to the amount of such Completion Expenses agreed
pursuant to clause 10.2 of the Buyer Consent Agreement).


 


If this clause applies and the
New Borrower exercises its rights to continue to have the Facility made available to it on the Actual Delivery Date or (with the
prior consent of BpiFAE, not to be unreasonably withheld and having regard to the provisions relating to BpiFAE below) before the
Actual Delivery Date this will either be through a novation, amendment and restatement of the Principal Agreement in the manner
contemplated by clauses 3 and 4 or through the execution of a new credit agreement based substantially on the terms of the Novated
Credit Agreement, but in each case updated to the extent necessary to reflect the additional amounts which would


 






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need to be made
available thereunder in addition to the Additional Advances and, when applicable, in respect of the Completion Expenses, to allow
the New Borrower to draw and/or assume by way of novation an amount in aggregate up to the Maximum Loan Amount and to reflect any
agreed changes related to the New Borrower’s hedging arrangements in respect of the Contract Price. In these circumstances
the Finance Parties and the New Borrower shall, in good faith, agree such changes to this Agreement and/or the Novated Credit Agreement
or agree and thereafter enter into a new credit agreement of the type referred to above, so as to place the New Borrower in all
material respects in the same position it would have been had the Facility been fully available during the pre-delivery period
in the manner set out in the Transaction Documents.


 


Where this clause applies, the
amount of the Facility available to the New Borrower shall not exceed the Maximum Loan Amount and the amount of the indebtedness
of the Existing Borrower under the Principal Agreement which the New Borrower may be required to assume by way of novation shall
not exceed an amount equal to the Novated Loan Balance at the relevant time.


 


It is acknowledged that BpiFAE
have confirmed that they will agree to continue, reinstate or reissue the BpiFAE cover in circumstances where this clause applies
and the New Borrower is to draw the Facility on the Actual Delivery Date. Formal consent of BpiFAE will be required in relation
to (i) any availability of the Facility to the New Borrower before the Actual Delivery Date and (ii) the arrangements and the terms
of any new or novated facility agreement, such consent not to be unreasonably withheld. The New Borrower and the Finance Parties
agree to co-operate in good faith and use reasonable efforts to procure such consent.


 


In addition, where this clause
applies, the New Borrower agrees that:


 


		(A)	the amounts payable to the Lenders in respect of arrangement fees in respect of the Facility (as
set out in the relevant Fee Letter attached to any Fee Letter signed by the New Borrower) and the BpiFAE Premium payable to BpiFAE,
shall continue to be payable in full and the New Borrower shall be required, where it does not currently have responsibility for
the full payment of all those amounts, to assume responsibility for the payment of such amounts (it being acknowledged that the
New Borrower shall not have any responsibility for payment of amounts of BpiFAE Premium already paid to BpiFAE pursuant to the
Receivable Purchase Agreement where these amounts have not been (or will not be) refunded due to the cancellation of the Facility);
and



 


		(B)	it shall be liable to pay commitment fees on the basis set out in Section 3.4 (Commitment Fees)
of the Novated Credit Agreement (but without double counting in relation to any amounts due under clause 10.1).



 


The Finance Parties agree that
this clause 5.4 shall apply notwithstanding that the Initial Effective Date may not occur.


 


	5.5	Borrowing procedure for Additional Advances



 


The New Borrower and the Finance
Parties agree that the procedures set out in Article II (Commitments and borrowing procedures) of the Novated Credit Agreement
shall apply in relation to the borrowing of the Additional Advances and, if applicable (and subject to any agreed amendments arising
pursuant to clause 5.4), any amounts under clause 5.4.


 


	5.6	Notification of New Borrower’s hedging arrangements



 


		(a)	In connection with the calculation of the Weighted Average Rate of Exchange, the New Borrower agrees
to provide the Facility Agent with the information referred to in this clause 5.6. The New Borrower and the Facility Agent agree
to have an initial discussion in relation to the calculation by no later than the date falling 60 days before the anticipated Actual
Delivery Date and thereafter, following the invoicing of the Non-Yard Costs to the Builder (on or about the date falling 30 days
before the anticipated Actual Delivery Date), 



 






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	 	 	the New Borrower and the Facility Agent will further discuss the calculation of the
Weighted Average Rate of Exchange during the period up to the Novation Effective Time.



 


		(b)	The New Borrower shall deliver to the Facility Agent (who shall promptly forward the same to the
Lenders and BpiFAE), on a quarterly basis following the Signing Date, a schedule of the Weighted Average Rate, accompanied by copies
of confirmations or screen shots evidencing the entry into, termination or modification of any trades or fixings effected during
such quarter (or, in respect of the first quarter, during the period falling prior to the end of that first quarter) under any
agreements entered into by the New Borrower from time to time in spot or forward currency markets for the purchase of euros with
Dollars in order to pay the Contract Price or fix the NYC Applicable Rate.



 


		(c)	Notwithstanding paragraph (b) above, on or between the tenth and second Banking Days prior to the
date on which the New Borrower intends to deliver the Loan Request (as defined in the Novated Credit Agreement) to the Facility
Agent, the New Borrower shall deliver to the Facility Agent (who shall promptly forward the same to the Lenders and BpiFAE) the
New Borrower's preliminary written calculation in reasonable detail of the Weighted Average Rate of Exchange (to the extent not
previously provided) and the New Borrower shall also provide copies or other evidence of such currency hedges as the Facility Agent
may reasonably require.



 


	6	Conditions



 


	6.1	Documents and evidence



 


The agreement of the Finance
Parties referred to in clause 2 and the obligation of the Lenders to contribute to any advances in respect of the Facility to be
made in accordance with this Agreement shall be subject to the condition that:


 


		(a)	by no later than the Signing Date, the Facility Agent, or its duly authorised representative, shall
have received the documents and evidence specified in Part 1 of Schedule 2 in form and substance satisfactory to the Facility
Agent (acting on the instructions of the Lenders and BpiFAE);



 


		(b)	by no later than the Initial Effective Date, the Facility Agent, or its duly authorised representative,
shall have received the documents and evidence specified in Part 2 of Schedule 2 in form and substance satisfactory to the
Facility Agent (acting on the instructions of the Lenders and BpiFAE); and



 


		(c)	by no later than the Novation Effective Time, the Facility Agent, or its duly authorised representative,
shall have received each of the documents and evidence set out in section 5.1 of the Novated Credit Agreement (but subject to the
proviso to Section 5.1.10) and confirmation in writing from the New Borrower to the Facility Agent that it (or the Nominated Owner
on its behalf) will take delivery of the Vessel under the Building Contract and the actual date on which delivery shall occur,
which confirmation shall be given immediately prior to the occurrence of the Novation Effective Time.



 


	6.2	General conditions precedent



 


The agreement of the Finance
Parties referred to in clause 2 and the obligation of each Lender to contribute to any advances in respect of the Facility to be
made under this Agreement shall be subject to the further conditions that on the Novation Effective Date:


 


		(a)	the representations and warranties of the New Borrower contained in clause 8 are true and
correct in all material respects (except for such representations and warranties that are qualified by materiality or non-existence
of a material adverse effect which shall be accurate in all respects) on and as of each such time as if each was made with respect
to the facts and circumstances existing at such time; and



 






    9


     


    

 


		(b)	no Event of Default and no Prepayment Event (each as defined in the Novated Credit Agreement) shall
have occurred and be continuing or would result from the novation of the Principal Agreement or the making of the Additional Advances
pursuant to this Agreement.



 


	6.3	Waiver of conditions precedent
	 	 



The conditions specified in
this clause 6 are inserted solely for the benefit of the Lenders and may be waived on their behalf in whole or in part and
with or without conditions by the Facility Agent acting on the instructions of the Majority Lenders and BpiFAE.


 


	6.4	Confirmation of conditions precedent
	 	 



Once the conditions set out
in this clause 6 have been satisfied (or waived) as provided above, the Facility Agent shall confirm the same by written notice
to the other parties to this Agreement.


 


	7	Fixed rate
	 	 



It is acknowledged and agreed
that the Fixed Rate (as defined in the Novated Credit Agreement) shall apply under the Novated Credit Agreement. If the Initial
Effective Date does not occur by 13 August 2020 the stabilisation based funding rate component (being 2.55% per annum) of the Fixed
Rate (as defined in the Novated Credit Agreement) may be revised (only upward), if Natixis so requires, and the Fixed Rate shall
then be the aggregate of the replacement stabilisation based funding rate provided by Natixis as at the Initial Effective Date
as notified by Natixis to the Facility Agent at such time plus a margin of 0.45% per annum.


 


	8	Representations and warranties



 


	8.1	Existing Borrower representations and warranties



 


The Existing Borrower shall
be deemed to repeat the representations and warranties:


 


		(a)	in clause 7.1 of the Principal Agreement on (i) the date of this Agreement and (ii) the Initial
Effective Date; and



 


		(b)	in clauses 7.1(a), 7.1(b), 7.1(c), 7.1(d) and 7.1(j) of the Principal Agreement on the Novation
Effective Date,



 


in each case, as if made with
reference to the facts and circumstances existing on such dates.


 


	8.2	New Borrower representations and warranties 



 


The New Borrower represents
and warrants to the Finance Parties that the representations and warranties set out in Sections 6.1 (Organization, etc.),
6.2 (Due Authorization, Non-Contravention, etc.), 6.3 (Government Approval, Regulation, etc.), 6.5. (Validity,
etc.), 6.9(a) (Obligations rank pari passu), 6.10 (Withholding, etc.), 6.11 (No Filing, etc. Required),
6.12 (No Immunity) and 6.13 (Investment Company Act) of Article VI of the Novated Credit Agreement are true and correct
as if made on (a) the date of this Agreement and (b) the Initial Effective Date with reference to the facts and circumstances existing
on such day (and as if references therein to “this Agreement” were to this Agreement and to “the Novation Effective
Date” were references to (a) the Signing Date and (b) the Initial Effective Date).


 


The New Borrower shall be deemed
to make the representations and warranties set out in the said Article VI on the Novation Effective Date in accordance with the
terms of the Novated Credit Agreement (and as if references therein to “this Agreement” were to this Agreement and
the Novated Credit Agreement).


 


	8.3	Novation Effective Date representations by existing parties



 


On the Novation Effective Date,
each of the Existing Borrower and the Finance Parties shall be deemed to represent to each other party to this Agreement that:


 






    10


     


    

 


		(a)	it has not transferred (whether by way of security or otherwise) any of its rights or obligations
under the Principal Agreement (other than (i) any transfers or assignments by a Lender in accordance with the provisions of clause
14 (Assignment, transfer and Facility Office) of the Principal Agreement or (ii) any replacement of the Facility Agent,
Security Trustee, the French Coordinating Bank or the ECA Agent in accordance with the applicable provisions of the Agency and
Trust Deed and the Security Trust Deed, which in each case, have previously been disclosed to the New Borrower where consent or
approval of the New Borrower is not otherwise required in relation to any such assignments or transfers); and



 


		(b)	it has duly performed all of its obligations under the Principal Agreement.



 


	9	Covenants



 


	9.1	New Borrower covenants 



 


The New Borrower undertakes
with each of the Finance Parties that, from the date of this Agreement, the New Borrower will comply with its obligations under
the following Sections of the Novated Credit Agreement (as if references in those Sections to the “Novation Effective Date”
referred to the Signing Date):


 


		(a)	Section 7.1.1a) and b) (Annual and quarterly financial information);



 


		(b)	Section 7.1.2 (Approvals and other consents);



 


		(c)	Section 7.1.3 (Compliance with laws, etc.); and



 


		(d)	the first sentence of Section 7.1.7 (BpiFAE insurance policy/French authority requirements).



 


	9.2	Notification of increased costs, etc.



 


Each Lender
shall (through the Facility Agent) notify the New Borrower at least three months before the anticipated Novation Effective Date
if:


 


		(a)	it intends to claim for any increased cost under Sections 4.3 (Increased LIBO Rate Loan Costs,
etc.) or 4.5 (Increased capital costs) or for any Covered Taxes (as defined in the Novated Credit Agreement) under Section
4.6 (Taxes) or reserve costs under Section 4.7 (Reserve costs) of the Novated Credit Agreement for the period falling
after the Novation Effective Date; or



 


		(b)	any of the circumstances referred to in Sections 4.1 (LIBO Rate lending unlawful) or 4.2
(Deposits unavailable) apply to it,



 


it being
acknowledged that the New Borrower shall have no liability in respect of any such increased costs or amounts incurred or arising
in respect of the period prior to the Novation Effective Time. Such notice shall include the relevant details referred to in those
Sections.


 


	9.3	Notification of anticipated buffer claims



 


Following
completion of sea trials for the Vessel, each Lender shall (through the Facility Agent) notify the New Borrower if there are any
accrued claims outstanding against the Seller or other amounts that it anticipates will or may be deducted from the Pre-delivery
Buffer on the Actual Delivery Date and shall (if reasonably requested by the New Borrower) provide the New Borrower with a notice
of such anticipated amounts at any other time.


 






    11


     


    

 


	9.4	Interest stabilisation



 


Each Lender
agrees with the New Borrower that it will, from the date of this Agreement, comply with its obligations under Section 3.3.3 (Interest
stabilisation) of the Novated Credit Agreement.


 


	10	Commitment and cancellation by the New Borrower



 


	10.1	Commitment Fees



 


The New Borrower agrees to pay
to the Facility Agent for the account of each Lender a commitment fee on its daily unused portion of the Maximum Loan Amount (as
such amount may be adjusted from time to time) on the basis of and at the times set out in Section 3.4 (Commitment Fees)
of the Novated Credit Agreement. In calculating the amount of commitment fee due to each Lender on each Commitment Fee Payment
Date (as defined in Section 3.4), the Facility Agent shall take into account whether any Lender was a Defaulting Lender at any
time during the period since the previous Commitment Fee Payment Date. For this purpose, each Lender agrees that it will notify
the Facility Agent, the other Lenders and the New Borrower if it becomes a Defaulting Lender. In the event that a Lender becomes
a Defaulting Lender and the other Lenders have not confirmed to the New Borrower within five Banking Days of receiving the notice
referred to above that they will honour the commitment of any Defaulting Lender, no commitment fee shall be payable to the Facility
Agent for the account of a Lender on any unused portion of the Maximum Loan Amount of that Lender for any day on which that Lender
was a Defaulting Lender. If the other Lenders (or any of them) have confirmed within such five Banking Day period that they will
honour all or part of a Defaulting Lender’s commitment, the commitment fee shall continue to be payable in respect of the
relevant portion of the Defaulting Lender’s commitment so honoured.


 


	10.2	Cancellation



 


The New Borrower may, by written
notice to the Facility Agent at any time prior to the date falling not less than ten days prior to the anticipated Actual Delivery
Date (and which shall also be a minimum period of not less than 10 Banking Days prior to the proposed date of cancellation set
out in the New Borrower’s notice, the Notified Cancellation Date), without premium or penalty (except as may be required
by clause 10.5), terminate, or from time to time reduce, the Commitment (as defined in the Novated Credit Agreement). Any such
termination or reduction of the Commitment shall be applied to the respective Commitments of the Lenders, pro rata according to
the amounts of their respective Commitments. Where the Commitment is cancelled in full or in part the New Borrower shall pay on
the date of such cancellation all amounts, including any fees and commissions which have accrued but remain unpaid at such date
and any breakage costs payable pursuant to clause 10.5, which are due and owing by the New Borrower to the Finance Parties at such
date pursuant to this Agreement or any Fee Letter or any mandate letter entered into in connection with the Transaction Documents
to which the New Borrower is a party to the extent that such amounts are the subject of invoices from the Facility Agent to the
New Borrower received by the New Borrower not less than two Banking Days prior to the date of such cancellation (the Invoiced
Amounts). It is acknowledged and agreed that where the Commitment is cancelled in full the effectiveness of any such proposed
cancellation shall be conditional on the payment of the Invoiced Amounts (but on the basis that commitment fees under clause 10.1
shall cease on the Notified Cancellation Date). The ECA Agent (in relation to any break costs of the type referred to in paragraph
(a) of the definition of Fixed Rate Break Costs) and/or the Facility Agent (in relation to any break costs of the type referred
to in paragraph (b) of the definition of Fixed Rate Break Costs, together with any Floating Rate Break Costs payable pursuant to
clause 4.2 and/or Schedule 5 of the Principal Agreement) shall (respectively) in such circumstances use reasonable endeavours to
provide the New Borrower with both an indicative calculation of any such potential breakage costs arising from the proposed cancellation
as soon as practicable following receipt of the cancellation notice and an invoice in respect of any actual breakage amounts as
soon as practicable prior to the Notified Cancellation Date. If no invoices have been issued for any such amounts (the Non-Invoiced
Amounts), such Non-Invoiced Amounts shall be payable by the New Borrower following the Notified Cancellation Date upon the
second Banking Day following receipt of the relevant invoices. Where the Commitment is cancelled in part, the allocation of


 






    12


     


    

 


such
cancellation between the Novated Loan Balance and the Additional Advances shall be determined at the relevant time of cancellation
at the New Borrower’s election made in its discretion after consultation with the other parties concerned including Natixis
DAI and BpiFAE (but on the basis that any allocation of any such partial cancellation cannot cause the Novated Loan Balance to
be reduced to zero and will be subject to BpiFAE confirming it has no objection to such allocation). In addition, where the Commitment
is cancelled in part, any amounts required to be paid by the New Borrower under this clause in respect of such cancellation which
remain outstanding at the Novation Effective Time shall be treated as a liability on the New Borrower under the Novated Credit
Agreement.


 


	10.3	Prepayment of Loan under the Principal Agreement 



 


Where a cancellation notice
in respect of the full amount of the Commitment is given by the New Borrower in accordance with 10.2:


 


		(a)	the provisions of clause 3 shall not apply and accordingly the Novation Effective Time shall not
be capable of occurring; and



 


		(b)	the Existing Borrower and the Finance Parties hereby acknowledge that the Loan will be prepaid
in full on the Actual Delivery Date in accordance with clause 4.3(e) of the Principal Agreement but that the Principal Agreement
shall otherwise continue in force in accordance with its terms and the Facility will continue to be available to the Existing Borrower
pursuant to the terms of the Principal Agreement.



 


	10.4	BpiFAE Premium



 


It is acknowledged
by the parties that if the New Borrower voluntarily cancels all or any of the Commitment under clause 10.2, the New Borrower shall
not be obliged to pay (or reimburse the Existing Borrower or the Seller for) all or any part of the BpiFAE Premium.


 


	10.5	Fixed rate breakage costs



 


If the New Borrower:


 


		(a)	voluntarily cancels all or any of the Commitment under clause 10.2;



 


		(b)	voluntarily cancels all or any of the Commitment after it has exercised its rights under clause
4.3 of the Buyer Consent Agreement; or



 


		(c)	subject to the proviso below, does not borrow the Maximum Loan Amount as a result of the Contract
Price being reduced in accordance with Article III of the Building Contract (resulting in a corresponding cancellation of part
of the Commitment),



 


the New
Borrower shall pay to the Facility Agent breakage costs in the amount notified to it following a calculation of such breakage costs
based on the methodology referred to in Section 4.4.1b) of the Novated Credit Agreement and on the basis that for this purpose
references in such clause to prepayment and prepay shall be treated as references to cancellation and the basis for the calculation
of any breakage costs shall be determined by reference to:


 


		(i)	if:



 


		(A)	the Commitment is cancelled in full, 80% of €1,280,000,000; or



 


		(B)	the Commitment is partially cancelled, the amount which is 80% of €1,280,000,000 minus the
un-cancelled Commitment; and



 


		(ii)	24 assumed semi-annual repayment instalments starting from the Expected Delivery Date at the Signing
Date.



 






    13


     


    

 


Provided
however that no breakage costs will be charged under clauses 10.5(a), 10.5(b) or 10.5(c) above if the Loan (as defined in the Novated
Credit Agreement) assumed by and/or advanced to the New Borrower on the Novation Effective Date or otherwise pursuant to any restated
or new credit agreement entered into in accordance with clause 5.4 equals or exceeds the US Dollar Equivalent of €1,024,000,000
(being 80% of €1,280,000,000).


 


For the
purpose of calculating the Dollar amount of the breakage costs under this clause, the notional amount of the Loan shall be converted
to a corresponding Dollar amount on the basis of the Spot Rate of Exchange on the date which is two Banking Days prior to the date
of effective cancellation.


 


It is acknowledged
and agreed for all purposes of this Agreement and the Novated Credit Agreement that the New Borrower shall not be liable to pay
(or indemnify any Indemnified Party under Section 11.4 of the Novated Credit Agreement in respect of) any breakage costs related
to the Fixed Rate in the event the Fixed Rate is not available as a result of any of the conditions precedent set forth in Section
5.1.10 of the Novated Credit Agreement not being satisfied for any reason other than due to the New Borrower’s own breach
of the terms of this Agreement.


 


	11	Satisfaction of Receivable, releases and BpiFAE Insurance Policy



 


	11.1	Receivable 



 


The Existing
Borrower and the New Borrower agree that the assumption by the New Borrower of the Existing Borrower’s obligation to repay
the Novated Loan Balance on the Novation Effective Date shall satisfy the obligation of the New Borrower to pay the Receivable
to the Existing Borrower (as purchaser of the Receivable from the Seller pursuant to the Receivable Purchase Agreement).


 


	11.2	Release of Security Documents on Novation Effective Date



 


It is acknowledged
that on the Novation Effective Date (and subject to satisfaction of the conditions precedent referred to in this Agreement and
the other Transaction Documents):


 


		(a)	the Mortgage will be released (but without prejudice to the Finance Parties’ obligation to
release the Mortgage in accordance with clause 11.1 of the Buyer Consent Agreement);



 


		(b)	the Borrower Assignment (and any security assigned thereunder) and the Share Security will be released;



 


		(c)	the Security Trustee will be released from its obligations under the Security Trust Deed and the
Agency and Trust Deed;



 


		(d)	the Facility Agent, the French Coordinating Bank and the ECA Agent will be released from their
respective obligations under the Agency and Trust Deed (on the basis that the provisions of Article X of the Novated Credit Agreement
will then apply) ; and



 


		(e)	the Facility Guarantors shall be released from their obligations under the Facility Guarantees,



 


and the
parties to such documents agree to enter into such documentation as the Facility Agent or any other party may reasonably require
in order to effect such releases and discharges.


 


	11.3	BpiFAE Insurance Policy



 


It is acknowledged
that the BpiFAE Insurance Policy will remain in full force and effect notwithstanding the occurrence of the Novation Effective
Date.


 






    14


     


    

 


	12	Assignment and transfers



 


The provisions of clause 14
(Assignment, transfer and facility office) of the Principal Agreement shall apply with equal effect to the Existing Borrower
and the Finance Parties in relation to this Agreement as if the same were expressly stated herein and references therein to “the
Agreement” shall be construed as references to this Agreement. Except to the extent permitted under section 7.2.6 of the
Novated Credit Agreement, the New Borrower may not assign or transfer any of its rights or obligations under this Agreement.


 


	13	Miscellaneous and notices



 


	13.1	Notices



 


The provisions of clauses 17.1
and 17.2 (Notices) of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder
as if the same were expressly stated herein and for this purpose notices to the New Borrower shall be sent to it at:


 


1050 Caribbean Way


Miami


Florida 33132


 


	Fax no:	+1 (305) 539-0562
	Attn:	Vice President, Treasurer
	Copy to:	General Counsel




 


	13.2	Counterparts



 


This Agreement may be executed
in any number of original counterparts and by facsimile provided that original signed copies are provided within a reasonable period
of time thereafter. All such counterparts shall, once executed, constitute a single document.


 


	13.3	Contracts (Rights of Third Parties) Act 1999



 


		(a)	With the exception of BpiFAE, no term of this Agreement is enforceable under the Contracts (Rights
of Third Parties) Act 1999 by a person who is not a party to this Agreement.



 


		(b)	Notwithstanding any term of this Agreement, the consent of any person who is not a party to this
Agreement is not required to amend or vary this Agreement at any time.



 


	13.4	Rights of New Borrower under the Principal Agreement



 


It is agreed where any rights
are expressed to be conferred on the New Borrower (as Buyer) under the Principal Agreement, the New Borrower shall be entitled
to the benefit of such rights as if it were a party to the Principal Agreement for the sole purpose of those rights (and clause
17.7 of the Principal Agreement shall be deemed to be modified accordingly).


 


	13.5	New Borrower payments



 


The provisions of section 3.3.4
(Post Maturity Rates) and 4.6 (Taxes) of the Novated Credit Agreement shall be deemed to apply in relation to any
non-payment or, as the case may be, payments of amounts required to be made by the New Borrower to any of the Finance Parties under
this Agreement as if the same was expressly incorporated herein and references therein to “the Agreement” shall be
construed as references to this Agreement.


 






    15


     


    

 


	13.6	Confidentiality



 


The Lenders agree to be bound
by the terms of clause 24 of the Buyer Consent Agreement as if the same were set out in full herein and as if references to a Party
in that clause included a Lender.


 


	14	Governing law and jurisdiction



 


	14.1	Law



 


This Agreement and any non-contractual
obligations connected with it are governed by and shall be construed in accordance with English law.


 


	14.2	Submission to jurisdiction



 


The Existing Borrower and the
New Borrower agree, for the benefit of the Finance Parties, that any legal action or proceedings arising out of or in connection
with this Agreement against the Existing Borrower and/or the New Borrower or any of its assets (including any non-contractual obligations)
may be brought in the English courts. Each of the Existing Borrower and the New Borrower irrevocably and unconditionally submits
to the jurisdiction of such courts and irrevocably designates, appoints and empowers the following person to receive for it and
on its behalf, service of process issued out of the English courts in any such legal action or proceedings:


 


	Existing Borrower	Walkers London office at present of 6 Gracechurch Street, London EC3V 0AT
	New Borrower	RCL Cruises Ltd., Building 3, The Heights – Brooklands, Weybridge, Surrey, KT13  ONY, Attention: General Counsel


 


The submission to such jurisdiction
shall not (and shall not be construed so as to) limit the right of the Finance Parties to take proceedings against the Existing
Borrower and/or the New Borrower in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one
or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.


 


The parties further agree that
only the courts of England and not those of any other country shall have jurisdiction to determine any claim which the Existing
Borrower and/or the New Borrower may have against any of the Finance Parties arising out of or in connection with this Agreement.


 


	14.3	Waiver of immunity 



 


To the extent that the Existing
Borrower or the New Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its assets, each of the Existing Borrower and the New Borrower hereby irrevocably waives such immunity in
respect of its obligations under this Agreement.


 


IN WITNESS whereof the parties
to this Agreement have caused this Agreement to be duly executed on the date first above written.


 






    16


     


    

 


Schedule 1

The Original Lenders


 


	Original Lender	Facility Office and contact details	Commitment

€	Commitment

%
	
        Citibank Europe plc

         

         

         

         

         

         

         
	
        1 North Wall Quay

        Dublin 1

        D01T8Y1

        Ireland

         

        Attention:    Wei-Fong Chan

        Kara Catt

        Romina Coates

        Antoine Paycha

         

         

        Fax No:      +44
        20 7986 4881

        Tel No:        +44
        20 7986 3036 /

        +44 20 7508 0344 /

        +44 20 7986 4824 /

        +44 20 7500 0907

         

        E-mail:

        weifong.chan@citi.com 

        kara.catt@citi.com

        romina.coates@citi.com

        antoine.paycha@citi.com
	192,630,600	15%
	HSBC France	
        HSBC France – Global Banking Agency
        Operations (GBAO) Transaction Manager Unit

        103 avenue des Champs Elysées

        75008 Paris

        France

         

        Attention:Florencia Thomas

        Alexandra Penda

         

        Fax No:         +33
        1 40 70 28 80

        Tel No:           +33
        1 40 70 73 81 /

        +33 1 41 02 67 50

         

        Email:               florencia.thomas@hsbc.fr

        alexandra.penda@hsbc.fr

         

        Copy to:

         

        HSBC France

        103 avenue des Champs Elysées

        75008 Paris

        France

         

        Attention:      Celine Karsenty / Julie Bellais

         

        Fax No:         +33
        1 40 70 78 93

        Tel No:           +33
        1 40 70 28 59 /

        +33 1 40 70 22 97

         

        Email:           celine.karsenty@hsbc.fr
	192,630,600	15%



 






    17


     


    

 


	Original Lender	Facility Office and contact details	Commitment

€	Commitment

%
	 	   julie.bellais@hsbc.fr	 	 
	Banco Santander S.A.	
        Ciudad Grupo Santander.

        Avda. Cantabria s/n 28660

        Boadilla del Monte

        SPAIN

         

        For Operational / Servicing matters

        Attention:      José Manuel Herrero

        Ana Sanz Gómez

        Carmen Molina Rodes

         

        Tel No:           +91
        2573221 /

        +91 2891790 /

        +91 1752530

        

        Email:

        sindicadossan@gruposantander.com

        josema.herrero@gruposantander.com

        anasanz@gruposantander.com

        cmolinar@gruposantander.com

         

        For Credit matters 

        Attention:      Elise Regnault

        Tel No:          +34
        91 289 3722 /

        +34 615 90 2718

        Email:

        elise.regnault@gruposantander.com

         

        Attention:      Angela Rabanal

        Tel No:          +1
        212 297 2942

        Email:           arabanal@santander.us

         

        Attention:      Ecaterina Mucuta

        Tel No:          +33
        1 53 53 70 46 /

        +33 7 76 04 97 30

        Email:

        ecaterina.mucuta@gruposantander.com

         
	166,946,520	13%
	
        Banco Bilbao Vizcaya Argentaria S.A., Paris
        Branch

         
	
        29 avenue de l'Opéra

        75001 Paris

        France

         

        Attention:      David Albagli

        Alessandro Aiello

        Laura Luca de Tena

               Natalia Herzner

               Shirin Arabsolghar

         

         

        Fax No:         +33
1 44 86 84 45

        Tel No:          +39
        02 76296 246 /

                +33
        1 44 86 83 21

         

        Email:           david.albagli@bbva.com

          laura.luca@bbva.com

        alessandro.aiello@bbva.com
	166,946,520	13%



 






    18


     


    

 





	Original
    Lender	Facility
    Office and contact details	Commitment

    €	Commitment

    %
	 	natalia.herzner@bbva.com

        shirin.arabsolghar@bbva.com
	 	 
	BNP
    Paribas SA	16
        Boulevard des Italiens

        75009
        Paris

        France

         

        For
        Operational / Servicing matters

        Attention :     Thierry
        ANEZO

         

        Tel
        No:         +33 1 43 16 81 57

        Email:           Thierry.anezo@bnpparibas.com

         

        Attention :     Estelle
        FARNY

        Tel
No :          +33 1 40 14 59 84

        Email :           Estelle.farny@bnpparibas.com

         

        For
        Credit matters 

         

        Attention:      Mauricio
        GONZALEZ

        Fax
        No :        +1 212 841 2421

        Tel
        No :         +1 212 841 3888

        Email :                mauricio.gonzalez@us.bnpparibas.com

         

        Attention :     Alexandre
        DE VATHAIRE

        Fax
        No:         +33 1 42 98 13 15

        Tel
        No:          +33 1 42 98 00 29

        Email :                  alexandre.devathaire@bnpparibas.com

         
	166,946,520	13%
	Sumitomo
    Mitsui Banking Corporation Europe Limited	1/3/5
        rue Paul Cézanne

        75008
        Paris

        France

         

        For
        Operational / Servicing matters

        PRIMARY
        CONTACT

        Attention:
             European Loan Operations

        Address:
              Sumitomo Mitsui Banking

        Corporation
Europe Limited,

        99
        Queen Victoria Street

        London
        EC4V 4EH

        United
        Kingdom

        Fax
        No:         +44 20 7786 1569

        Tel
        No:          +44 20 7786 1789 / 1588

        Email:
        

        GBLOOADLOANELO@gb.smbcgroup.com

        Note:
        notices to be sent by Fax only

         

        SECONDARY
        CONTACT

        Attention:      Guillaume
        Branco / Helene Ly

        Address:       Transportation
        Department -

        Maritime

        1/3/5
        rue Paul Cézanne

        75008
        Paris

        France

        Tel
        No:          +33 1 44 90 48 71 / 
	166,946,520	13%







 






    19


     


    

 





	Original
    Lender	Facility
    Office and contact details	Commitment

    €	Commitment

    %
	 	+33
        1 44 90 48 76

        Email:

        guillaume_branco@fr.smbcgroup.com

        helene_ly@fr.smbcgroup.com

         

        For
        Credit matters

        Attention:      Guillaume
        Branco

        Helene
        Ly

        Hervé
        Billi

        Claire
        Lucien

        Fax
        No:         +33 1 44 90 48 01

        Tel
        No:          +33 1 44 90 48 71 /

        +33
        1 44 90 48 76 /

        +33
        1 44 90 48 48 /

        +33
        1 44 90 48 49

         

        Email:

        guillaume_branco@fr.smbcgroup.com

        helene_ly@fr.smbcgroup.com

        FRPAGTFD@fr.smbcgroup.com

         
	 	 
	Société
    Générale	29
        Boulevard Haussmann

        75009
        Paris

        France

         

        For
        Credit Matters

         

        Attention:      Patricia
        SACCO  

        Muriel
        BAUMANN

        Address:       189,
        rue d’Aubervilliers

        75886
        Paris

        CEDEX
        18

        OPER/FIN/SMO/EXT

        Tel
        No:          +33 1 42 14 58 15 /

        +33
        1 58 98 22 76

        Email:            patricia.sacco@sgcib.com

        muriel.baumann@sgcib.com

         

        For
        Operational Matters

        Attention:      Paul
        Rousseau

        Address:       189,
        rue d’Aubervilliers

        75886
        Paris

        CEDEX
        18

        OPER/FIN/STR/DMT6

        Tel
        No:          +33 1 58 98 50 93

        Email:           par-oper-caf-dmt6@sgcib.com

         
	166,946,520	13%
	UniCredit
    Bank AG	Arabellastrasse
        12

        81925
        Munich

        Germany

         

        For
        Credit matters

        Attention:      Thomas
        Stuhrmann /

        Burcu
        Arslan

        Tel
        No:          +49 89 378 25693 / 25207

        Email:
                  thomas.stuhrmann@unicredit.de  
	64,210,200	5%







 






    20


     


    

 





	Original
    Lender	Facility
    Office and contact details	Commitment

    €	Commitment

    %
	 	Burcu.arslan@unicredit.de

         

        For
        Operational matters

        Attention:      Agnieszka
        Karolina Starska /

        Manuela Zuddas /

        Michele
        Angelo Pappalettera

         

        Tel
        No:          +39 0288 629 985

        Email:

        munich_buyerscredit.uc@unicredit.eu

         
	 	 
	 	Total:	1,284,204,000	100







 






    21


     


    

 


Schedule 2

Conditions precedent


 


Part 1


 


Documents and evidence to be delivered
to the Facility Agent not later than the Signing Date


 


	1	Evidence that the conditions precedent set out in clause 9.1(a) of, and Schedule 3 Part 1 to, the
Principal Agreement have been satisfied in full or waived in accordance with clause 9.4 of the Principal Agreement.



 


	2	Documents equivalent to those referred to in Section 5.1.1 (Resolutions, etc.) of the Novated
Credit Agreement in relation to the New Borrower and its execution of this Agreement, the Buyer Consent Agreement and any other
Transaction Documents to which it is a party.



 






    22


     


    

 


Part 2


 


Documents and evidence to be delivered
to the Facility Agent not later than the Initial Effective Date


 


	1	Evidence that the conditions precedent set out in clause 9.1(b) of, and Schedule 3 Part 2 to, the
Principal Agreement have been satisfied in full or waived in accordance with clause 9.4 of the Principal Agreement.



 






    23


     


    

 


Schedule 3

Form of Novated Credit Agreement


 






    24


     


    

 





 






 


HULL NO. A35 CREDIT AGREEMENT


 





 



 


dated 13 December 2019 as novated, amended
and restated
 on the Actual Delivery Date pursuant to
 a novation agreement dated 13 December 2019


 


BETWEEN


 


Royal Caribbean Cruises Ltd.

as the Borrower,


 


the Lenders from time to time party hereto,


 


Citibank N.A., London Branch

as Global Coordinator


 


HSBC France as ECA Agent


 


and


 


Citibank Europe plc, UK Branch as Facility
Agent


 


and


 


Citibank Europe plc, HSBC France, Banco
Santander S.A., Banco Bilbao Vizcaya Argentaria S.A., Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe
Limited, Paris Branch, Société Générale and Unicredit Bank AG as Mandated Lead Arrangers


 






     


     


    

 


TABLE OF CONTENTS


 


PAGE


 




	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	SECTION 1.1. Defined Terms	10
	SECTION 1.2. Use of Defined Terms	23
	SECTION 1.3. Cross-References	24
	SECTION 1.4. Accounting and Financial Determinations	24
	ARTICLE II COMMITMENTS AND BORROWING PROCEDURES
	SECTION 2.1. Commitment	25
	SECTION 2.2. Commitment of the Lenders; Termination and Reduction of Commitments	25
	SECTION 2.3. Borrowing Procedure	25
	SECTION 2.4. Funding	28
	ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	SECTION 3.1. Repayments	28
	SECTION 3.2. Prepayment	28
	SECTION 3.3. Interest Provisions	29
	SECTION 3.3.1. Rates	29
	SECTION 3.3.2. [Intentionally omitted]	30
	SECTION 3.3.3. Interest stabilisation	30
	SECTION 3.3.4. Post-Maturity Rates	30
	SECTION 3.3.5. Payment Dates	30
	SECTION 3.3.6. Interest Rate Determination; Replacement Reference Banks	30
	SECTION 3.3.7. Unavailability of LIBO	31
	SECTION 3.4. Commitment Fees	32
	SECTION 3.4.1. Payment	32



 






    1


     


    

 


	SECTION 3.5. Other Fees	33
	ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
	SECTION 4.1. LIBO Rate Lending Unlawful	33
	SECTION 4.2. Deposits Unavailable	33
	SECTION 4.3. Increased LIBO Rate Loan Costs, etc.	34
	SECTION 4.4. Funding Losses	35
	SECTION 4.4.1. Indemnity	35
	SECTION 4.4.2. Exclusion	37
	SECTION 4.5. Increased Capital Costs	37
	SECTION 4.6. Taxes	38
	SECTION 4.7. Reserve Costs	40
	SECTION 4.8. Payments, Computations, etc.	41
	SECTION 4.9. Replacement Lenders, etc.	41
	SECTION 4.10. Sharing of Payments	42
	SECTION 4.10.1. Payments to Lenders	42
	SECTION 4.10.2. Redistribution of payments	42
	SECTION 4.10.3. Recovering Lender's rights	42
	SECTION 4.10.4. Reversal of redistribution	43
	SECTION 4.10.5. Exceptions	43
	SECTION 4.11. Set-off	43
	SECTION 4.12. Use of Proceeds	43
	SECTION 4.13. FATCA Information	44
	SECTION 4.14. Resignation of the Facility Agent	45
	ARTICLE V CONDITIONS TO BORROWING
	SECTION 5.1. Advance of the Loan	45
	SECTION 5.1.1. Resolutions, etc.	45



 






    2


     


    

 


	SECTION 5.1.2. Opinions of Counsel	46
	SECTION 5.1.3. BpiFAE Insurance Policy	46
	SECTION 5.1.4. Closing Fees, Expenses, etc.	46
	SECTION 5.1.5. Compliance with Warranties, No Default, etc.	46
	SECTION 5.1.6. Loan Request	47
	SECTION 5.1.7. Foreign Exchange Counterparty Confirmations	47
	SECTION 5.1.8. Protocol of delivery	47
	SECTION 5.1.9. Title to Purchased Vessel	47
	SECTION 5.1.10. Interest Stabilisation	47
	SECTION 5.1.11. Escrow Account Security	49
	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	SECTION 6.1. Organization, etc.	49
	SECTION 6.2. Due Authorization, Non-Contravention, etc.	49
	SECTION 6.3. Government Approval, Regulation, etc.	49
	SECTION 6.4. Compliance with Environmental Laws	50
	SECTION 6.5. Validity, etc.	50
	SECTION 6.6. No Default, Event of Default or Prepayment Event	50
	SECTION 6.7. Litigation	50
	SECTION 6.8. The Purchased Vessel	50
	SECTION 6.9. Obligations rank pari passu; Liens	51
	SECTION 6.10. Withholding, etc.	51
	SECTION 6.11. No Filing, etc. Required	51
	SECTION 6.12. No Immunity	51
	SECTION 6.13. Investment Company Act	51
	SECTION 6.14. Regulation U	51
	SECTION 6.15. Accuracy of Information	51



 






    3


     


    

 


	SECTION 6.16. Compliance with Laws	52
	ARTICLE VII COVENANTS
	SECTION 7.1. Affirmative Covenants	52
	SECTION 7.1.1. Financial Information, Reports, Notices, etc.	52
	SECTION 7.1.2. Approvals and Other Consents	53
	SECTION 7.1.3. Compliance with Laws, etc.	54
	SECTION 7.1.4. The Purchased Vessel	54
	SECTION 7.1.5. Insurance	55
	SECTION 7.1.6. Books and Records	55
	SECTION 7.1.7. BpiFAE Insurance Policy/French Authority Requirements	55
	SECTION 7.2. Negative Covenants	55
	SECTION 7.2.1. Business Activities	55
	SECTION 7.2.2. Indebtedness	56
	SECTION 7.2.3. Liens	56
	SECTION 7.2.4. Financial Condition	58
	SECTION 7.2.5. [Intentionally Omitted]	59
	SECTION 7.2.6. Consolidation, Merger, etc.	59
	SECTION 7.2.7. Asset Dispositions, etc.	60
	SECTION 7.3. Lender incorporated in the Federal Republic of Germany	60
	ARTICLE VIII EVENTS OF DEFAULT
	SECTION 8.1. Listing of Events of Default	60
	SECTION 8.1.1. Non-Payment of Obligations	60
	SECTION 8.1.2. Breach of Warranty	60
	SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations	60
	SECTION 8.1.4. Default on Other Indebtedness	60
	SECTION 8.1.5. Bankruptcy, Insolvency, etc.	61



 






    4


     


    

 


	SECTION 8.2. Action if Bankruptcy	62
	SECTION 8.3. Action if Other Event of Default	62
	ARTICLE IX PREPAYMENT EVENTS
	SECTION 9.1. Listing of Prepayment Events	62
	SECTION 9.1.1. Change of Control	62
	SECTION 9.1.2. Unenforceability	62
	SECTION 9.1.3. Approvals	63
	SECTION 9.1.4. Non-Performance of Certain Covenants and Obligations	63
	SECTION 9.1.5. Judgments	63
	SECTION 9.1.6. Condemnation, etc.	63
	SECTION 9.1.7. Arrest	63
	SECTION 9.1.8. Sale/Disposal of the Purchased Vessel	63
	SECTION 9.1.9. BpiFAE Insurance Policy	63
	SECTION 9.1.10. Illegality	63
	SECTION 9.2. Mandatory Prepayment	64
	SECTION 9.3. Mitigation	64
	ARTICLE X THE FACILITY AGENT AND THE ECA AGENT
	SECTION 10.1. Actions	64
	SECTION 10.2. Indemnity	64
	SECTION 10.3. Funding Reliance, etc.	65
	SECTION 10.4. Exculpation	65
	SECTION 10.5. Successor	66
	SECTION 10.6. Loans by the Facility Agent	67
	SECTION 10.7. Credit Decisions	67
	SECTION 10.8. Copies, etc.	67
	SECTION 10.9. The Agents’ Rights	67



 






    5


     


    

 


	SECTION 10.10. The Facility Agent’s Duties	68
	SECTION 10.11. Employment of Agents	68
	SECTION 10.12. Distribution of Payments	68
	SECTION 10.13. Reimbursement	68
	SECTION 10.14. Instructions	69
	SECTION 10.15. Payments	69
	SECTION 10.16. “Know your customer” Checks	69
	SECTION 10.17. No Fiduciary Relationship	69
	SECTION 10.18. Illegality	69
	ARTICLE XI MISCELLANEOUS PROVISIONS
	SECTION 11.1. Waivers, Amendments, etc.	69
	SECTION 11.2. Notices	71
	SECTION 11.3. Payment of Costs and Expenses	72
	SECTION 11.4. Indemnification	72
	SECTION 11.5. Survival	74
	SECTION 11.6. Severability	74
	SECTION 11.7. Headings	74
	SECTION 11.8. Execution in Counterparts, Effectiveness, etc.	74
	SECTION 11.9. Third Party Rights	74
	SECTION 11.10. Successors and Assigns	74
	SECTION 11.11. Sale and Transfer of the Loan; Participations in the Loan	75
	SECTION 11.11.1. Assignments	75
	SECTION 11.11.2. Participations	77
	SECTION 11.11.3. Register	78
	SECTION 11.11.4. Rights of BpiFAE to payments	78
	SECTION 11.12. Other Transactions	78



 






    6


     


    

 


	SECTION 11.13. BpiFAE Insurance Policy	79
	SECTION 11.13.1. Terms of BpiFAE Insurance Policy	79
	SECTION 11.13.2. Obligations of the Borrower	79
	SECTION 11.13.3. Obligations of the ECA Agent and the Lenders	79
	SECTION 11.14. Law and Jurisdiction	80
	SECTION 11.14.1. Governing Law	80
	SECTION 11.14.2. Jurisdiction	80
	SECTION 11.14.3. Alternative Jurisdiction	80
	SECTION 11.14.4. Service of Process	81
	SECTION 11.15. Confidentiality	81
	SECTION 11.16. French Authority Requirements	82
	SECTION 11.17. Waiver of immunity	82
	SECTION 11.18. Acknowledgement and Consent to Bail-In of EEA Financial Institutions	82



 






    7


     


    

 


EXHIBITS


 





	Exhibit
    A	-	Form
    of Loan Request
	Exhibit B-1  	-	Form of Opinion
    of Liberian Counsel to Borrower
	Exhibit B-2  	-	Form of Opinion
    of English Counsel to the Facility Agent and the Lenders
	Exhibit B-3  	-	Form of Opinion
    of French Counsel to the Facility Agent and the Lenders
	Exhibit B-4  	-	Form of Opinion
    of US Tax Counsel to the Lenders
	Exhibit C  	-	Form of Lender Assignment
    Agreement
	Exhibit D  	-	Form of Certificate
    of French Content
	Exhibit E-1  	-	Form of Delivery
    Non-Yard Costs Certificate
	Exhibit E-2	-	Form of Final Non-Yard Costs Certificate




 






    8


     


    







 


CREDIT AGREEMENT


 


HULL NO. A35 CREDIT
AGREEMENT, dated 13 December 2019 as novated, amended and restated on the Actual Delivery Date (as defined below), is
among Royal Caribbean Cruises Ltd., a Liberian corporation (the “Borrower”), HSBC France in its capacity as
agent for the Lenders referred to below in respect of BpiFAE-related matters (in such capacity, the “ECA Agent”),
Citibank Europe plc, UK Branch in its capacity as facility agent (in such capacity, the “Facility Agent”) and
the financial institutions listed in Schedule 1 to the Novation Agreement (as defined below) as lenders (in such capacity, together
with each of the other Persons that shall become a “Lender” in accordance with clause 12 of the Novation Agreement
or Section 11.11.1 hereof, each of them individually a “Lender” and, collectively, the “Lenders”).


 


W I T N E S S E T H:


 


WHEREAS,


 


		(A)	The Borrower and Chantiers de l’Atlantique S.A. (previously known as STX France S.A.) (the
“Builder”) have entered on 30 September 2016 into a Contract for the Construction and Sale of Hull No. A35 (as
amended from time to time, including, as at the date of this Agreement, by way of addenda respectively numbered 1 to 7, the “Construction
Contract”) pursuant to which the Builder has agreed to design , construct, equip, complete, sell and deliver the passenger
cruise vessel bearing Builder’s hull number A35 and which shall be owned by the Nominated Owner (the “Purchased
Vessel”);



 


		(B)	The Lenders have agreed to make available to the Borrower, upon the terms and conditions contained
herein, a US dollar loan facility calculated on the amount (the “Maximum Loan Amount”) equal to the EUR sum
of:



 


		(i)	eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel, and including
Non-Yard Costs of up to EUR 120,000,000 (the “Maximum Non-Yard Costs Amount”), and the Other Basic Contract Price Increases
(as defined below) for the Purchased Vessel of up to EUR 30,500,000, and all of which amounts shall not exceed in aggregate EUR
1,430,500,000;



 


		(ii)	eighty per cent (80%) of the change orders of up to EUR 128,000,000 effected in accordance with
the Construction Contract; and



 


		(iii)	100% of the BpiFAE Premium (as defined below),



 


being an
amount no greater than EUR 1,284,204,000 and being made available in the US Dollar Equivalent of that Maximum Loan Amount (as such
Dollar amount may be adjusted pursuant to clause 5.3 of the Novation Agreement);


 


		(C)	Of the amounts referred to in recital (B)(i) and (ii) above, the Lenders have made certain amounts
available to the Original Borrower during the period prior to the Actual Delivery Date pursuant to this Agreement (the liability
for which amount has been assumed by the Borrower following the novation of this 



 






    9


     


    

 


	 	 	Agreement pursuant to the Novation Agreement)
and, in relation to the amount referred to in recital (B)(i), the balance has been or shall be made available to the Borrower as
an Additional Advance pursuant to the Novation Agreement and this Agreement.



 


NOW, THEREFORE, the
parties hereto agree as follows:


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


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


 


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


 


“Actual Delivery
Date” means the date on which the Purchased Vessel is delivered by the Builder to, and accepted by, the Borrower under
the Construction Contract, being also the date on which the final balance of the Loan is advanced by way of the Additional Advances.


 


“Additional
Advances” is defined in the Novation Agreement.


 


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


 


“Agent”
means either the ECA Agent or the Facility Agent and “Agents” means both of them.


 


“Agreement”
means, on any date, this credit agreement as originally in effect on the Signing Date and as novated, amended and restated by the
Novation Agreement and as thereafter from time to time amended, supplemented, amended and restated, or otherwise modified and in
effect on such date.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption.


 


“Anticipated
Delivery Date” means the Expected Delivery Date (as defined in the Receivable Purchase Agreement) as at the Signing Date,
namely 16 November 2023.


 


“Applicable
Commitment Rate” means (x) from the Signing Date up to and including the date falling two years prior to the Anticipated
Delivery Date, 0.15% per annum, (y) from the day following the date falling two years prior to the Anticipated Delivery Date up
to and


 






    10


     


    

 


including the date falling one year prior to the Anticipated Delivery Date, 0.25% per annum, and (z) from the day following
the date falling one year prior to the Anticipated Delivery Date until the Commitment Fee Termination Date, 0.30% per annum.


 


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


 


“Approved
Appraiser” means any of the following: Barry Rogliano Salles, Paris, H Clarkson & Co. Ltd., London, R.S. Platou Shipbrokers,
Norway, or Fearnley AS, Norway.


 


“Assignee
Lender” is defined in Section 11.11.1.


 


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


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of
an EEA Financial Institution.


 


“Bail-In Legislation”
means: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule; and (b) in relation to any state other than such an EEA Member Country or (to the extent that
the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which
requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation


 


“Bank of Nova
Scotia Agreement” means the U.S. $1,428,000,000 amended and restated credit agreement dated as of 4 December 2017 (as
further amended on 5 April 2019 in order to, amongst other things, increase the loan amount to U.S. $1,725,000,000) among the Borrower,
as borrower, the various financial institutions as are or shall become parties thereto, as lenders, and The Bank of Nova Scotia,
as administrative agent, as amended, restated, supplemented or otherwise modified from time to time.


 


“Basic Contract
Price” is as defined in the Construction Contract.


 


“Borrower”
is defined in the preamble.


 


“BpiFAE”
means BpiFrance Assurance Export, the French export credit agency, a French société par action simplifiée
à associé unique with its registered office at 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort
Cedex, France, registered at the trade and companies registry of Créteil under number 815 276 308 and includes its successors
in title or any other person succeeding to BpiFrance Assurance Export in the role as export credit agency of the Republic of France
to manage and provide under its control, on its behalf and in its name the public export guarantees as provided by article L 432-1
of the French insurance code.


 






    11


     


    

 


“BpiFAE Enhanced
Guarantee” means the enhanced guarantee (garantie rehaussée) issued or to be issued by BpiFAE to the benefit
of CAFFIL in accordance with article 84 of the French Amending Finance Law 2012 (as amended) in relation to the refinancing of
SFIL’s participation and Commitments under the Loan, and any other documents (including any security) entered into or to
be entered into by SFIL with CAFFIL and/or BpiFAE in relation thereto.


 


“BpiFAE Insurance
Policy” means the export credit insurance policy in respect of the Loan issued by BpiFAE for the benefit of the Lenders.


 


“BpiFAE Premium”
means the premium payable to BpiFAE under and in respect of the BpiFAE Insurance Policy.


 


“Builder”
is defined in the preamble.


 


“Business
Day” means any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required
to be closed in New York City, London, Madrid or Paris and if the applicable Business Day relates to an advance of all or part
of the Loan, an Interest Period, prepayment or conversion, in each case with respect to the Loan bearing interest by reference
to the LIBO Rate, a day on which dealings in deposits in Dollars are carried on in the London interbank market.


 


“B34 Facility
Amendment Date” means 20 March 2018, the effective date of the third supplemental agreement dated 16 March 2018 to (among
other things) a credit facility supported by BpiFAE (pertaining to Hull No. B34) reflecting the alignment of certain provisions
and covenants with the Borrower’s revolving credit facility refinanced on 12 October 2017.


 


“CAFFIL”
means Caisse Française de Financement Local, a French société anonyme, with its registered office at
1-3 rue du Passeur de Boulogne, 92130 Issy-les-Moulineaux, France, registered at the trade and companies registry of Nanterre under
number 421 318 064.


 


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


 


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


 


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


 


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


 






    12


     


    

 


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


 


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


 


“Commitment”
is defined in Section 2.2 and means, relative to any Lender, such Lender’s obligation to make the Loan pursuant to
Section 2.1.


 


“Commitment Fees”
is defined in Section 3.4.


 


“Commitment Fee Termination
Date” is defined in Section 3.4.


 


“Commitment
Termination Date” means the Back Stop Date (as defined in the Receivable Purchase Agreement) (or such later date as the
Lenders and BpiFAE may agree).


 


“Construction
Contract” is defined in the preamble.


 


“Contract
Price” is as defined in the Construction Contract and which includes a lump sum amount in respect of the Non-Yard Costs.


 


“Contractual
Delivery Date” means, at any time, the date which at such time is the date specified for delivery of the Purchased Vessel
under the Construction Contract, as such date may be modified from time to time pursuant to the terms of the Construction Contract.


 


“Covered Taxes”
is defined in Section 4.6.


 


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


 






    13


     


    

 


“Delivery
Non-Yard Costs Certificate” means the certificate to be provided to the Facility Agent in the form of Exhibit E-1 on
or prior to the Actual Delivery Date certifying the amount in EUR of the Paid Non-Yard Costs and the Unpaid Non-Yard Costs as at
the Actual Delivery Date, duly signed by the Borrower and endorsed by the Builder.


 


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


 


“ECA Agent”
is defined in the preamble.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of a Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


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


 


“Effective
Date” means the date this Agreement becomes effective pursuant to Section 11.8.


 


“Effective
Time” means the Novation Effective Time as defined in the Novation Agreement.


 


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


 


“Escrow Account”
means the Dollar escrow account of the Borrower opened or to be opened with the Escrow Account Bank for the purpose of receiving
the relevant amount of the Additional Advances in respect of Unpaid Non-Yard Costs in accordance with Section 2.3f).


 


“Escrow Account
Bank” means Citibank N.A., London Branch of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB.


 


“Escrow Account
Security” means the account security in respect of the Escrow Account executed or, as the context may require, to be
executed by the Borrower in favour of the Security Trustee in the form agreed by the Lenders and the Borrower on or about the Signing
Date.


 


“Escrow Agency
and Trust Deed” means the agency and trust deed executed or, as the context may require, to be executed by, amongst others,
the Borrower, the parties to this Agreement and the Security Trustee.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 






    14


     


    

 


“EUR”,
“Euro” and the sign “€” mean the currency of participating member states of the European
Monetary Union pursuant to Council Regulation (EC) 974/98 of 3 May 1998, as amended from time to time.


 


“Event of
Default” is defined in Section 8.1.


 


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


 


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


 


“FATCA”
means (a) Sections 1471 through 1474 of the Code, as in effect at the date hereof, and any current or future regulations promulgated
thereunder or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an
intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of
any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law
or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental
or taxation authority in any other jurisdiction.


 


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


 


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


 


“Fee Letter”
means any letter entered into by reference to this Agreement between any or all of the Facility Agent, the ECA Agent, the Mandated
Lead Arrangers, the Arrangers, the Lenders and/or the Borrower setting out the amount of certain fees referred to in, or payable
in connection with, this Agreement.


 


“Final Maturity”
means twelve (12) years after the Actual Delivery Date.


 


“Final Non-Yard
Costs Certificate” means the certificate to be provided to the Facility Agent in the form of Exhibit E-2 on or prior
to the NYC Cut Off Date certifying the amount in Euro of the Paid Non-Yard Costs as at the date of that certificate, duly signed
by the Borrower.


 


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


 


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


 


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


 






    15


     


    

 


		a)	net cash from operating activities (determined in accordance with GAAP) for such period, as shown
in the Borrower’s consolidated statement of cash flow for such period, to



 


		b)	the sum of:



 


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


 


ii)       scheduled
payments of principal of all debt less New Financings (determined in accordance with GAAP, but in any event including Capitalized
Lease Liabilities) of the Borrower and its Subsidiaries for such period.


 


“Fixed Rate”
means 3.00% per annum (reflecting a stabilisation based funding rate of 2.55% per annum and a margin of 0.45% per annum).


 


“Floating
Rate” means a rate per annum equal to the sum of the LIBO Rate plus the Floating Rate Margin.


 


“Floating
Rate Margin” means, for each Interest Period 0.85% per annum.


 


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


 


“French Authorities”
means the Direction Générale du Trésor of the French Ministry of Economy and Finance, any successors
thereto, or any other governmental authority in or of France involved in the provision, management or regulation of the terms,
conditions and issuance of export credits including, among others, such entities to whom authority in respect of the extension
or administration of export financing matters have been delegated, such as BpiFAE and Natixis DAI.


 


“Funding Losses
Event” is defined in Section 4.4.1.


 


“GAAP”
is defined in Section 1.4.


 


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


 


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


 


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


 






    16


     


    

 


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


 


“Historic
Screen Rate” means, in relation to the Loan, the most applicable recent rate which appeared on Thomson Reuters LIBOR
01 Page (or any replacement page) for the currency of the Loan and for a period equal to the applicable Interest Period for the
Loan and which is no more than 7 days before the commencement of the applicable Interest Period for which such rate may be applicable.


 


“Illegality
Notice” is defined in Section 3.2(b).


 


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


 


“Indemnified
Liabilities” is defined in Section 11.4.


 


“Indemnified
Parties” is defined in Section 11.4.


 


“Interest
Payment Date” means each Repayment Date.


 


“Interest
Period” means the period between the Actual Delivery Date and the first Repayment Date, and subsequently each succeeding
period between two consecutive Repayment Dates.


 


“Interest
Stabilisation Agreement” means an agreement on interest stabilisation entered into between Natixis and each Lender (other
than BpiFAE or CAFFIL as assignee of all or any of SFIL’s rights as Lender following the enforcement of any security granted
pursuant to paragraph (iv) of Section 11.11.1 in connection with the BpiFAE Enhanced Guarantee, subject as provided in Section
11.11.1) in connection with the Loan.


 






    17


     


    

 


“Investment
Grade” means, with respect to Moody’s, a Senior Debt Rating of Baa3 or better and, with respect to S&P, a Senior
Debt Rating of BBB- or better.


 


“Lender Assignment
Agreement” means any Lender Assignment Agreement substantially in the form of Exhibit C.


 


“Lender”
and “Lenders” are defined in the preamble.


 


“Lending Office”
means, relative to any Lender, the office of such Lender designated as such below its signature hereto or designated in a Lender
Assignment Agreement or such other office of a Lender as designated from time to time by notice from such Lender to the Borrower
and the Facility Agent, whether or not outside the United States but subject in all cases to the agreement of Natixis DAI in relation
to the Fixed Rate, which shall be making or maintaining the Loan of such Lender hereunder.


 


“LIBO Rate”
means the rate per annum of the offered quotation for deposits in Dollars for six months (or for such other period as shall be
agreed by the Borrower and the Facility Agent) which appears on Thomson Reuters LIBOR01 Page (or any successor page) at or about
11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period; provided that:


 


		a)	subject to Section 3.3.6, if no such offered quotation appears on Thomson Reuters LIBOR01
Page (or any successor page) at the relevant time the LIBO Rate shall be the Historic Screen Rate or, if it is not possible to
calculate an Historic Screen Rate, it shall be the rate per annum certified by the Facility Agent to be the average of the rates
quoted by the Reference Banks as the rate at which each of the Reference Banks was (or would have been) offered deposits of Dollars
by prime banks in the London interbank market in an amount approximately equal to the amount of the Loan and for a period of six
months;



 


		b)	for the purposes of determining the post-maturity rate of interest under Section 3.3.4,
the LIBO Rate shall be determined by reference to deposits on an overnight or call basis or for such other period or periods as
the Facility Agent may determine after consultation with the Lenders, which period shall be no longer than one month unless the
Borrower otherwise agrees; and



 


		c)	if that rate is less than zero, the LIBO Rate shall be deemed to be zero.



 


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


 


“Lien Basket
Amount” is defined in Section 7.2.3.b)


 


“Loan”
means the advances made by the Lenders under this Agreement from time to time or, as the case may be, the aggregate outstanding
amount of such advances from time to time.


 






    18


     


    

 



 


“Loan Documents”
means this Agreement, the Novation Agreement, the Escrow Agency and Trust Deed, the Fee Letters and the Escrow Account Security.


 


“Loan Request”
means the loan request and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit
A hereto.


 


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


 


“Material
Litigation” is defined in Section 6.7.


 


“Maximum Loan
Amount” is defined in the preamble.


 


“Maximum Non-Yard
Costs Amount” is defined in the preamble.


 


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


 


“Natixis”
means Natixis, a French société anonyme with its registered office at 30, avenue Pierre Mendès France,
75013 Paris, France, registered with the Paris Commercial and Companies Registry under number 542 044 524 RCS Paris.


 


“Natixis DAI”
means Natixis DAI Direction des Activités Institutionnelles.


 


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


 


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


 


b)       all
Cash Equivalents.


 


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


 


“New Financings”
means proceeds from:


 


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


 


b)       the
issuance and sale of equity securities.


 


“Nominated
Owner” means a Subsidiary of the Borrower to be nominated by the Borrower prior to the Actual Delivery Date to take delivery
of the Vessel under the Construction Contract.


 


“Non-Yard
Costs” has the meaning assigned to “NYC Allowance” in paragraph 1.5 of Article II of the Construction Contract
and, when such expression is prefaced by the word


 






    19


     


    

 


“incurred”, shall mean such amount of the Non-Yard Costs, not exceeding
EUR 120,000,000, as shall at the relevant time have been paid, or become payable, to the Builder by the Borrower under the Construction
Contract as part of the Contract Price.


 


“Nordea Agreement”
means the U.S. $1,150,000,000 amended and restated credit agreement dated as of October 12, 2017, among the Borrower, as the borrower,
the various financial institutions as are or shall become parties thereto and Nordea Bank AB (publ), New York Branch as administrative
agent, as amended, restated, supplemented or otherwise modified from time to time.


 


“Novated Loan
Balance” is as defined in the Novation Agreement.


 


“Novation
Agreement” means the novation agreement dated 13 December2019 and made between the Original Borrower and the parties
hereto pursuant to which (amongst other things) this Agreement was novated, amended and restated.


 


“NYC Cut Off
Date” means the date falling 60 days after the Actual Delivery Date or such later date as the Lenders (with the approval
of BpiFAE) may agree.


 


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


 


"Option Period"
is defined in Section 3.2(c).


 


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


 


“Original
Borrower” means Palmeraie Finance Limited of Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008,
Cayman Islands.


 


“Other Basic
Contract Price Increases” is defined in the Novation Agreement.


 


“Paid Non-Yard
Costs” means as at any relevant date, the amount in Euro of the Non-Yard Costs which have been paid for by the Borrower
and, where applicable, supplied, installed and completed on the Purchased Vessel and as determined in accordance with the relevant
amounts certified in the Delivery Non-Yard Costs Certificate or, as the case may be, the Final Non-Yard Costs Certificate as at
such time.


 


“Participant”
is defined in Section 11.11.2.


 


“Participant
Register” is defined in Section 11.11.2.


 


“Percentage”
means, relative to any Lender, the percentage set forth opposite its signature hereto or as set out in the applicable Lender Assignment
Agreement, as such percentage may be adjusted from time to time pursuant to Section 4.9 or pursuant to Lender Assignment
Agreement(s) executed by such Lender and its Assignee Lender(s) and delivered pursuant to Section 11.11.1.


 






    20


     


    

 


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


 


“Prepayment
Event” is defined in Section 9.1.


 


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


 


“Purchased
Vessel” is defined in the preamble.


 


“Receivable
Purchase Agreement” is as defined in the Novation Agreement.


 


“Reference
Banks” means, at any time where the Floating Rate applies, three leading international banks active in the European or
United States interbank market appointed by the Facility Agent and which are acceptable to the Borrower (acting reasonably).


 


“Register”
is defined in Section 11.11.3.


 


“Repayment
Date” means, subject to Section 4.8(c), each of the dates for payment of the repayment installments of the Loan
pursuant to Section 3.1.


 


“Required
Lenders” means (a) at any time when SFIL is a Lender, SFIL and at least one other Lender that in the aggregate with SFIL
hold more than 50% of the aggregate unpaid principal amount of the Loan or (b) or at any other time, Lenders that in the aggregate
hold more than 50% of the aggregate unpaid principal amount of the Loan, and in each case, if no such principal amount is then
outstanding, Lenders that in the aggregate have more than 50% of the Commitments.


 


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


 


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


 


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


 


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


 


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


 






    21


     


    

 


“SEC”
means the United States Securities and Exchange Commission and any successor thereto.


 


“Security
Trustee” means Citicorp Trustee Company Limited of Citigroup Centre, Canada Square, London E14 5LB in its capacity as
security trustee for the purpose of the Escrow Account Security.


 


“Senior
Debt Rating” means, as of any date,
(a) the implied senior debt rating of the Borrower for debt pari passu in right of payment and in right of collateral security
with the Obligations as given by Moody's and S&P or (b) in the event the Borrower receives an actual unsecured senior debt
rating (apart from an implied rating) from Moody's and/or S&P, such actual rating or ratings, as the case may be (and in such
case the Senior Debt Rating shall not be determined by reference to any implied senior debt rating from either agency). 


 


“SFIL”
means SFIL, a French société anonyme with is registered office at 1-3 rue du Passeur de Boulogne, 92130 Issy-les-Moulineaux,
France, registered at the trade and companies registry of Nanterre under number 428 782 585.


 


“Signing Date”
means the date of the Novation Agreement.


 


“Spot Rate
of Exchange” is as defined in the Novation Agreement.


 


“Stockholders’
Equity” means, as at any date, the Borrower’s stockholders’ equity on such date, excluding Accumulated Other
Comprehensive Income (Loss), determined in accordance with GAAP, provided that any non-cash charge to Stockholders’
Equity resulting (directly or indirectly) from a change after the Signing Date in GAAP or in the interpretation thereof shall be
disregarded in the computation of Stockholders’ Equity such that the amount of any reduction thereof resulting from such
change shall be added back to Stockholders’ Equity.


 


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


 


“UK Bail-In
Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements,
Article 55 of Directive 2014/59/EU) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in
the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or
their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).


 


“Unpaid Non-Yard
Costs” means, as at the Actual Delivery Date, the amount in Euro of the Non-Yard Costs which have not been paid for by
the Borrower and/or where applicable, supplied, installed and completed on the Purchased Vessel as at the Actual Delivery Date
and as determined in accordance with the relevant amounts certified in the Delivery Non-Yard Costs Certificate.


 






    22


     


    

 


“US Dollar
Equivalent” means (i) for all EUR amounts payable in respect of the Additional Advances for the amount of the Non-Yard
Costs or the Other Basic Contract Price Increases referred to in clause 5.2(a) of the Novation Agreement (and disregarding for
the purposes of this definition that the Additional Advance in respect of such amounts shall be drawn in Dollars), such EUR amounts
converted to a corresponding Dollar amount at the Weighted Average Rate of Exchange and (ii) for the EUR amount payable in respect
of the Additional Advance for the BpiFAE Premium referred to in clause 5.2(b) of the Novation Agreement and for the calculation
and payment of the Novated Loan Balance (as defined in the Novation Agreement), the amount thereof in EUR converted to a corresponding
Dollar amount as determined by the Facility Agent on the basis of the Spot Rate of Exchange. Such rate of exchange under (i) above
shall be evidenced by foreign exchange counterparty confirmations to the extent applicable. The US Dollar Equivalent of the Maximum
Loan Amount shall be calculated by the Borrower in consultation with the Facility Agent no less than two (2) Business Days prior
to the proposed Actual Delivery Date.


 


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


 


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


 


“Weighted
Average Rate of Exchange” means the weighted average rate of exchange that the Borrower has agreed, either in the spot
or forward currency markets, to pay its counterparties for the purchase of the relevant amounts of euro with Dollars for the payment
of the euro amount of the Contract Price (including the portion thereof comprising the change orders, any Other Basic Contract
Price Increases and the Non-Yard Costs) and including in such weighted average calculation (a) the NYC Applicable Rate (as defined
in the Novation Agreement) in relation to the portion of the Contract Price comprising the Non-Yard Costs and (b) the spot rates
for any other euro amounts that have not been hedged by the Borrower.


 


“Write-Down
and Conversion Powers” means: (a) with respect to any Resolution Authority, the write-down and conversion powers of such
Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule; and (b) in relation to any UK Bail-In Legislation: (i)
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce,
modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert
all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and (ii)
any similar or analogous powers under that UK Bail-In Legislation.


 


SECTION
1.2. Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided
in this Agreement shall, when capitalized, have such meanings when used in the Loan Request and each notice


 






    23


     


    

 


and other communication
delivered from time to time in connection with this Agreement or any other Loan Document.


 


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


 


SECTION 1.4. Accounting
and Financial Determinations. Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4)
shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance
with United States generally accepted accounting principles (“GAAP”) consistently applied (or, if not consistently
applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to
apply International Financial Reporting Standards (“IFRS”) accounting principles in lieu of GAAP, upon any
such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as
otherwise provided in this Agreement); provided further that if, as a result of (i) any change in GAAP or IFRS
or in the interpretation thereof or (ii) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date
of the financial statements referred to in Section 6.15, there is a change in the manner of determining any of the items
referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable
opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained
in Section 7.2.4 in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower
notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring
after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies
the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for
the purposes of Section 7.2.4 continue to be determined in accordance with GAAP relating thereto as if GAAP were applied
immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such
provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized
as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease
obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of
this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations
to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases, provided
that, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change in accounting
treatment, or otherwise, shall for all purposes not be treated as Indebtedness, Capital Lease Obligations or Capitalized Lease
Liabilities.


 






    24


     


    

 


ARTICLE
II


 


COMMITMENTS AND BORROWING PROCEDURES


 


SECTION
2.1. Commitment. On the terms and subject to the conditions of this Agreement (including Article V), each Lender
severally agrees to make its portion of the Loan pursuant to its Commitment described in Section 2.2. No Lender’s
obligation to make its portion of the Loan shall be affected by any other Lender’s failure to make its portion of the Loan.


 


SECTION
2.2. Commitment of the Lenders; Termination and Reduction of Commitments.


 


		a)	Each Lender will make its portion of the Loan available to the Borrower in accordance with Section
2.3 on the Actual Delivery Date. The commitment of each Lender described in this Section 2.2 (herein referred to as
its “Commitment”) shall be the commitment of such Lender to make available to the Borrower its portion of the
Loan hereunder expressed as the initial amount set forth opposite such Lender’s name on its signature page attached hereto
or, in the case of any Lender that becomes a Lender pursuant to an assignment pursuant to Section 11.11.1, the amount set
forth as such Lender’s Commitment in the related Lender Assignment Agreement, in each case as such amount may be reduced
from time to time pursuant clause 10.2 of the Novation Agreement or reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 11.11.1. Notwithstanding the foregoing, each Lender’s Commitment shall terminate
on the earlier of (i) the Commitment Termination Date if the Purchased Vessel is not delivered prior to such date and (ii) the
Actual Delivery Date.



 


		b)	If any Lender shall default in its obligations under Section 2.1, the Facility Agent shall,
at the request of the Borrower, use reasonable efforts to assist the Borrower in finding a bank or financial institution acceptable
to the Borrower to replace such Lender.



 


SECTION
2.3. Borrowing Procedure.


 


		a)	Part of the Loan in an amount equal to the Novated Loan Balance shall be assumed by the Borrower
and be deemed to be advanced to, and borrowed by the Borrower, pursuant to the provisions of clause 3 of the Novation Agreement
and thereafter converted into Dollars pursuant to clause 5.1 of the Novation Agreement.



 


		b)	In relation to the amount of the Loan comprised by the Additional Advances, the Borrower shall
deliver a Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on
or before 3:00 p.m., London time, not less than two (2) Business Days prior to the anticipated Actual Delivery Date. The Additional
Advances shall be drawn in Dollars.



 


		c)	The Facility Agent shall promptly notify each Lender of the Loan Request in respect of the Additional
Advances by forwarding a copy thereof to each Lender, together with its attachments. On the terms and subject to the conditions
of this Agreement, the portion of the Loan in respect of the Additional Advances shall be made on the 



 






    25


     


    

 


	 	 	Actual Delivery Date. On
or before 11:00 a.m., London time, on the Actual Delivery Date, the Lenders shall, without any set-off or counterclaim, deposit
with the Facility Agent same day funds in an amount equal to such Lender’s Percentage of the requested portion of the Additional
Advances in Dollars. Such deposits will be made to such account which the Facility Agent shall specify from time to time by notice
to the Lenders. To the extent funds are so received from the Lenders (and having regard, where applicable, to Sections 2.3d), e)
and f) below), the Facility Agent shall, without any set-off or counterclaim, make such funds available to the Borrower on the
Actual Delivery Date by wire transfer of same day funds to the accounts the Borrower shall have specified in its Loan Request.



 


		d)	If the Borrower elects to finance that part of the BpiFAE Premium payable by the Borrower with
an Additional Advance under clause 5.2(b)(i) of the Novation Agreement, the Borrower shall indicate such election in the Loan Request.
The amount of the advance in Dollars (the “US Dollar BpiFAE Advance Amount”) that will fund the BpiFAE Premium
shall be equal to the Dollar amount that corresponds to the EUR amount of the BpiFAE Premium to be financed with such advance,
which amount shall be determined by the Facility Agent based on the Spot Rate of Exchange. The Facility Agent shall notify the
Borrower and the Lenders of the US Dollar BpiFAE Advance Amount on the date such Loan Request is delivered, and the Lenders shall
deposit such US Dollar BpiFAE Advance Amount with the Facility Agent in accordance with Section 2.3.c). The Facility Agent shall
furnish a certificate to the Borrower on the date such Loan Request is delivered setting forth such Spot Rate of Exchange, its
derivation and the calculation of the US Dollar BpiFAE Advance Amount. If the Borrower elects to so finance the BpiFAE Premium,
the Borrower will be deemed to have directed the Facility Agent to pay over directly to BpiFAE on behalf of the Borrower that portion
of the EUR amount of the BpiFAE Premium to be financed with the proceeds of the advance on the Actual Delivery Date and to retain
for its own account deposits made by the Lenders in Dollars in an amount equal to the portion of the US Dollar BpiFAE Advance Amount
attributable to the BpiFAE Premium paid by the Facility Agent to BpiFAE on behalf of the Borrower.



 


		e)	If the Borrower elects to finance that part of the BpiFAE Premium payable by the Borrower with
an Additional Advance under clause 5.2(b)(ii) of the Novation Agreement, the Borrower shall indicate such election in the Loan
Request (and whether it wishes to receive such amount in EUR or in Dollars). The amount of the advance in Dollars (the “US
Dollar BpiFAE Balance Amount”) that will fund the BpiFAE Premium shall be equal to the Dollar amount that corresponds
to the EUR amount of the BpiFAE Premium to be financed with such advance, which amount shall be determined by the Facility Agent
based on the Spot Rate of Exchange. The Facility Agent shall notify the Borrower and the Lenders of the US Dollar BpiFAE Balance
Amount on the date such Loan Request is delivered, and the Lenders shall deposit such US Dollar BpiFAE Balance Amount with the
Facility Agent in accordance with Section 2.3 c). The Facility Agent shall furnish a certificate to the Borrower on the date such
Loan Request is delivered setting forth such Spot Rate of Exchange, its derivation and the calculation of the US Dollar BpiFAE
Balance Amount. If the Borrower elects to so finance the BpiFAE Premium and receive the proceeds in EUR, the Borrower will be deemed
to have directed the Facility Agent to 



 






    26


     


    

 


	 	 	pay over to the Borrower that portion of the EUR amount of the BpiFAE Premium to be financed
with the proceeds of the advance on the Actual Delivery Date and to retain for its own account deposits made by the Lenders in
Dollars in an amount equal to the US Dollar BpiFAE Balance Amount.



 


		f)	In relation to any Additional Advance that is to be advanced to the Borrower in respect of the
Non-Yard Costs it is agreed that:



 


		i)	an amount equal to the US Dollar Equivalent of eighty per cent (80%) of the Paid Non-Yard Costs
shall be advanced to the Borrower on the Actual Delivery Date in accordance with the provisions of Section 2.3 c), which
amount shall be determined by the Facility Agent based on the amounts contained in the Delivery Non-Yard Costs Certificate; and



 


		ii)	an amount equal to the US Dollar Equivalent of eighty per cent (80%) of the Unpaid Non-Yard Costs,
which amount shall be determined by the Facility Agent based on the amounts contained in the Delivery Non-Yard Costs Certificate
(the “Escrow Amount”), shall be remitted by the Facility Agent (and the Borrower hereby instructs the Facility
Agent to make such remittance) to the Escrow Account and such amount shall be regulated in accordance with the following provisions
of this Section 2.3 f) and the Escrow Account Security,



 


subject
to the aggregate of the amounts referred to in i) and ii) above not exceeding the Maximum Non-Yard Costs Amount.


 


Where an
Escrow Amount payment is made to the Escrow Account pursuant to ii) above, the Borrower shall be entitled at any time prior to
the NYC Cut Off Date to provide the Facility Agent with the Final Non-Yard Cost Certificate setting out the final amount of the
Paid Non-Yard Costs. Where the Final Non-Yard Costs Certificate is so received by the Facility Agent, the Facility Agent shall
determine promptly the US Dollar Equivalent of the EUR amount of the Paid Non-Yard Costs and within one Business Day thereafter
shall authorize the release of the Escrow Amount (or, if less, an amount equal to the US Dollar Equivalent of eighty per cent of
the final amount of the Paid Non-Yard Costs (as determined above) less the amount previously advanced to the Borrower under i)
above) to the Borrower. Any interest accruing on the Escrow Account shall be released to the Borrower at the same time as the release
of the Escrow Amount (or, if applicable, part thereof) to the Borrower pursuant to this provision.


 


If any amount
of the Escrow Amount remains on the Escrow Account on the day falling immediately after the NYC Cut Off Date (having regard to
any applicable permitted release of moneys from the Escrow Account to the Borrower referred to above) then on the Business Day
thereafter the Facility Agent shall be entitled to request the withdrawal of that amount from the Escrow Account and shall apply
the amount so received, on behalf of the Borrower, in or towards prepayment of the Loan.


 


The basis
on which the Escrow Account Security is held by the Security Trustee for the benefit of the Lenders is regulated under the Escrow
Agency and Trust Deed.


 






    27


     


    

 


SECTION
2.4. Funding. Each Lender may, if it so elects, fulfill its obligation to make or continue its portion of the Loan hereunder
by causing a branch or Affiliate (or an international banking facility created by such Lender) other than that indicated next to
its signature to this Agreement or, as the case may be, in the relevant Lender Assignment Agreement, to make or maintain such portion
of the Loan; provided that such portion of the Loan shall nonetheless be deemed to have been made and to be held by such
Lender, and the obligation of the Borrower to repay such portion of the Loan shall nevertheless be to such Lender for the account
of such foreign branch, Affiliate or international banking facility; provided, further, that the Borrower shall not
be required to pay any amount under Sections 4.2(c), 4.3, 4.4, 4.5, 4.6 and 4.7 that
is greater than the amount which it would have been required to pay had the Lender not caused such branch or Affiliate (or international
banking facility) to make or maintain such portion of the Loan.


 


ARTICLE
III


 


REPAYMENTS, PREPAYMENTS,
INTEREST AND FEES


 


SECTION
3.1. Repayments.


 


		a)	The Borrower shall repay the Loan in 24 equal semi-annual installments, with the first installment
to fall due on the date falling six (6) months after the Actual Delivery Date and the final installment to fall due on the date
of Final Maturity.



 


		b)	No such amounts repaid by the Borrower pursuant to this Section 3.1 may be re-borrowed under
the terms of this Agreement.



 


SECTION
3.2. Prepayment.


 


		a)	The Borrower



 


		i)	may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of
the outstanding principal amount of the Loan; provided that:



 


		(A)	all such voluntary prepayments shall require at least five (5) Business Days’ prior written
notice to the Facility Agent; and



 


		(B)	all such voluntary partial prepayments shall be in an aggregate minimum amount of $10,000,000 and
a multiple of $1,000,000 (or in the remaining amount of the Loan) and shall be applied in inverse order of maturity or ratably
among all remaining installments, as the Borrower shall designate to the Facility Agent, in satisfaction of the remaining repayment
installments of the Loan; and



 


		ii)	shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant
to Section 8.2 or 8.3 or the mandatory prepayment of the Loan pursuant to Section 9.2, repay the Loan.



 


		b)	If it becomes unlawful in any jurisdiction for any Lender to perform any of its obligations under
the Loan Documents or to maintain or fund its portion of the Loan, 



 






    28


     


    

 




 


	 	 	the affected Lender may give written notice (the "Illegality
Notice") to the Borrower and the Facility Agent of such event, including reasonable details of the relevant circumstances.



 


		c)	If an affected Lender delivers an Illegality Notice, the Borrower, the Facility Agent and the affected
Lender shall discuss in good faith (but without obligation) what steps may be open to the relevant Lender to mitigate or remove
such circumstances but, if they are unable to agree such steps within 20 Business Days or if the Borrower so elects, the Borrower
shall have the right, but not the obligation, exercisable at any time within 50 days after receipt of such Illegality Notice or,
if earlier, the date upon which the unlawful event referred to in (b) above will apply (but not being a date falling earlier than
the end of the 20 Business Day period referred to above) (the "Option Period"), either (1) to prepay the portion of the
Loan held by such Lender in full on or before the expiry of the Option Period, together with all unpaid interest and fees thereon
accrued to but excluding the date of such prepayment, or (2) to replace such Lender on or before the expiry of the Option Period
with one or more financial institutions (I) acceptable to the Facility Agent (such consent not to be unreasonably withheld or delayed)
and (II) where relevant, eligible to benefit from an Interest Stabilisation Agreement, pursuant to assignment(s) notified to and
consented in writing by BpiFAE and, where relevant Natixis DAI, provided that (x) in the case of a single assignment, any such
assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or,
in the case of more than one assignment, an assignment of a portion of such rights and obligations made concurrently with another
such assignment or other such assignments that collectively cover all of the rights and obligations of the assigning Lender under
this Agreement and (y) no Lender shall be obliged to make any such assignment as a result of an election by the Borrower pursuant
to this Section 3.2(c) unless and until such Lender shall have received one or more payments from one or more Assignee Lenders
and/or the Borrower in an aggregate amount at least equal to the portion of the Loan held by such Lender, together with all unpaid
interest and fees thereon accrued to but excluding the date of such assignment (and all other amounts then owing to such Lender
under this Agreement).



 


Each prepayment of the Loan made pursuant
to this Section shall be without premium or penalty, except as may be required by Section 4.4. No amounts prepaid by the
Borrower may be re-borrowed under the terms of this Agreement.


 


SECTION
3.3. Interest Provisions. Interest on the outstanding principal amount of the Loan shall accrue and be payable in accordance
with this Section 3.3.


 


SECTION
3.3.1. Rates. The Loan shall accrue interest from the Actual Delivery Date to the date of repayment or prepayment of the
Loan in full to the Lenders at either the Fixed Rate or, where the proviso to Section 5.1.10 applies, the Floating Rate. Interest
calculated at the Fixed Rate or the Floating Rate shall be payable in arrears on each Repayment Date. The Loan shall bear interest
from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period
at the interest rate determined as applicable to the Loan. All interest shall be calculated on the basis of the actual number of
days elapsed over a year comprised of 360 days.


 






    29


     


    

 


SECTION
3.3.2. [Intentionally omitted]


 


SECTION
3.3.3. Interest stabilisation. Each Lender who is a party hereto on the Signing Date represents and warrants to the Borrower
that it has entered into an Interest Stabilisation Agreement or is in all respects eligible and authorised to enter into and shall
enter into an Interest Stabilisation Agreement promptly after the Signing Date and by no later than the Initial Effective Date
(as defined in the Receivable Purchase Agreement), and any Lender not a party hereto on the Signing Date (other than BpiFAE or
CAFFIL as assignee of all or any of SFIL’s rights as Lender following the enforcement of the security granted pursuant to
paragraph (iv) of Section 11.11.1 in connection with the BpiFAE Enhanced Guarantee, subject as provided in Section 11.11.1(iv))
represents and warrants to the Borrower on the date that such Lender becomes a party hereto that it has entered into an Interest
Stabilisation Agreement on or prior to becoming a party hereto.


 


SECTION
3.3.4. Post-Maturity Rates. After the date any principal amount of the Loan is due and payable (whether on any Repayment
Date, upon acceleration or otherwise), or after any other monetary Obligation of the Borrower shall have become due and payable,
the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts for
each day during the period of such default at a rate per annum certified by the Facility Agent to the Borrower (which certification
shall be conclusive in the absence of manifest error) to be equal to the sum of the Floating Rate plus 1.5% per annum.


 


SECTION
3.3.5. Payment Dates. Interest accrued on the Loan shall be payable, without duplication, on the earliest of:


 


		a)	each Interest Payment Date;



 


		b)	each Repayment Date;



 


		c)	the date of any prepayment, in whole or in part, of principal outstanding on the Loan (but only
on the principal so prepaid); and



 


		d)	on that portion of the Loan the repayment of which is accelerated pursuant to Section 8.2
or Section 8.3, immediately upon such acceleration.



 


SECTION
3.3.6. Interest Rate Determination; Replacement Reference Banks. Where Section 3.3.4 or the Floating Rate applies,
the Facility Agent shall obtain from each Reference Bank timely information for the purpose of determining the LIBO Rate in the
event that no offered quotation appears on Thomson Reuters LIBOR01 Page (or any successor page) and the LIBO Rate is to be determined
by reference to quotations supplied by the Reference Banks and not by reference to the Historic Screen Rate. If any one or more
of the Reference Banks shall fail to furnish in a timely manner such information to the Facility Agent for any such interest rate,
the Facility Agent shall determine such interest rate on the basis of the information furnished by the remaining Reference Banks.
If the Borrower elects to add an additional Reference Bank hereunder or a Reference Bank ceases for any reason to be able and willing
to act as such, the Facility Agent shall, at the direction of the Required Lenders and after consultation with the Borrower and
the Lenders, appoint a replacement for such Reference Bank reasonably acceptable to the 


 






    30


     


    

 


Borrower, and such replaced Reference Bank
shall cease to be a Reference Bank hereunder. The Facility Agent shall furnish to the Borrower and to the Lenders each determination
of the LIBO Rate made by reference to quotations of interest rates furnished by Reference Banks (it being understood that the Facility
Agent shall not be required to disclose to any party hereto (other than the Borrower) any information regarding any Reference Bank
or any rate quoted by a Reference Bank, including, without limitation, whether a Reference Bank has provided a rate or the rate
provided by any individual Reference Bank).


 


Interest accrued on
the Loan or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due
and payable (whether upon acceleration or otherwise) shall be payable upon demand.


 


SECTION 3.3.7.
Unavailability of LIBO.


 


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


 


		a)	adequate and reasonable means would not exist for ascertaining (should the Floating Rate apply)
LIBO for the relevant Interest Period including, without limitation, because the LIBO Rate is not available or published on a current
basis and such circumstances are unlikely to be temporary; or



 


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



 


		c)	syndicated loans currently being executed, or existing syndicated loans that include language similar
to that contained in this section 3.3.7, are being executed and/or amended (as applicable) to incorporate or adopt a new benchmark
interest rate to replace LIBO,



 


then, reasonably promptly after
such determination by the Facility Agent or receipt by the Facility Agent of such notice, as applicable, or if the Borrower otherwise
requests, the Facility Agent and the Borrower may amend this Agreement to replace LIBO with an alternate benchmark rate (including
any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving
or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any
such proposed rate, a “LIBO Successor Rate”), and also together with any proposed LIBO Successor Rate Conforming Changes
(as defined below) and any such amendment shall become effective at 5:00 P.M. (London time) on the fifth (5) Business Day after
the Facility Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders
comprising the Required Lenders have delivered to the Facility Agent written notice that such Required Lenders do not accept such
amendment. Such LIBO Successor Rate shall be applied in a manner consistent with market practice; provided


 






    31


     


    

 


that to the extent such
market practice is not administratively feasible for the Facility Agent, such LIBO Successor Rate shall be applied in a manner
as otherwise reasonably determined by the Facility Agent.


 


If no LIBO
Successor Rate has been determined and the circumstances under paragraph a) above exist or the Scheduled Unavailability Date has
occurred (as applicable), the Facility Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the
Lenders to fund or maintain the relevant portion of the Loan at the LIBO Rate (to the extent of the affected part of the Loan or
Interest Periods) shall be suspended. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing
of, conversion to or continuation of any part of the Loan (to the extent of the affected part of the Loan or Interest Periods).


 


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


 


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


 


SECTION
3.4. Commitment Fees. Subject to clause 10.1 of the Novation Agreement, the Borrower agrees to pay to the Facility Agent
for the account of each Lender a commitment fee (the “Commitment Fee”) on its daily unused portion of Maximum Loan
Amount (as such amount may be adjusted from time to time), for the period commencing on the Signing Date and continuing through
the earliest to occur (the “Commitment Fee Termination Date”) of (i) the Actual Delivery Date, (ii) the date upon which
the Facility Agent has provided the Borrower with written notice that the Lenders will not advance the Loan because the Commitments
have been terminated pursuant to Section 8.2 or 8.3, (iii) the Commitment Termination Date and (iv) the date the Commitments shall
have been terminated in full pursuant to clause 10.2 of the Novation Agreement.


 


SECTION 3.4.1.
Payment. The Commitment Fee shall be payable by the Borrower to the Facility Agent for the account of each Lender six-monthly
in arrears, with the first such payment (the “First Commitment Fee Payment”) to be made on the day falling six months
following the Signing Date and the final such payment to be made on the Commitment Fee Termination Date (each date on which a Commitment
Fee payment is required to be made in accordance with this Section 3.4.1 referred to herein as a “Commitment Fee Payment
Date”). The Commitment Fee shall be in the amount in EUR equal to the product of the Applicable Commitment Rate, multiplied
by, for each day elapsed


 






    32


     


    

 


since the preceding Commitment Fee Payment Date (or, in the case of the First Commitment Fee Payment,
the Signing Date), 75% of the daily unused portion of Maximum Loan Amount (as such amount may be adjusted from time to time), divided
by 360 days.


 


SECTION
3.5. Other Fees. The Borrower agrees to pay to the Facility Agent and the ECA Agent the agreed-upon fees set forth in the
Fee Letters on the dates and in the amounts set forth therein.


 


ARTICLE
IV


 


CERTAIN LIBO RATE AND
OTHER PROVISIONS


 


SECTION 4.1. LIBO
Rate Lending Unlawful. If after the Signing Date the introduction of or any change in or in the interpretation of any law
makes it unlawful, or any central bank or other governmental authority having jurisdiction over such Lender asserts that it is
unlawful for such Lender to make, continue or maintain its portion of the Loan where the relevant Lender has funded itself in
the interbank market at a rate based on the LIBO Rate, the obligation of such Lender to make, continue or maintain its portion
of the Loan shall, upon notice thereof to the Borrower, the Facility Agent and each other Lender, forthwith be suspended until
the circumstances causing such suspension no longer exist, provided that such Lender’s obligation to make, continue
and maintain its portion of the Loan hereunder shall be automatically converted into an obligation to make, continue and maintain
its portion of the Loan bearing interest at a rate to be negotiated between such Lender and the Borrower that is the equivalent
of the sum of the LIBO Rate for the relevant Interest Period plus the Floating Rate Margin.


 


 


SECTION
4.2. Deposits Unavailable. If any Lender has funded itself in the interbank market and the Facility Agent shall have determined
that:


 


		a)	Dollar deposits in the relevant amount and for the relevant Interest Period are not available to
each Reference Bank in its relevant market, or



 


		b)	by reason of circumstances affecting the Reference Banks’ relevant markets, adequate means
do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate loans for the relevant Interest Period, or



 


		c)	the cost to Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal
amount of the Loan then held by Lenders of obtaining matching deposits in the relevant interbank market for the relevant Interest
Period would be in excess of the LIBO Rate, (provided, that no Lender may exercise its rights under this Section 4.2
c) for amounts up to the difference between such Lender’s cost of obtaining matching deposits on the date such Lender
becomes a Lender hereunder less the LIBO Rate on such date),



 


then the Facility Agent
shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each
of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually
satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied
under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates)
and interest


 






    33


     


    

 


period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination
Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest
periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which
rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest
rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Thomson
Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Thomson Reuters’ pages KLIEMMM, GARBIC01
or FINA01 on Thomson Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the respective cost to
the Lenders of funding the respective portions of the Loan held by the Lenders and (y) such weighted average). The Facility
Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination
Notice setting forth such rate(s). In the event that the circumstances described in this Section 4.2 shall extend beyond
the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.


 


SECTION
4.3. Increased LIBO Rate Loan Costs, etc. If after the Signing Date a change in any applicable treaty, law, regulation or
regulatory requirement or in the interpretation thereof or in its application to the Borrower, or if compliance by any Lender with
any applicable direction, request, requirement or guideline (whether or not having the force of law) of any governmental or other
authority including, without limitation, any agency of the European Union or similar monetary or multinational authority insofar
as it may be changed or imposed after the date hereof, shall:


 


		a)	subject any Lender to any taxes, levies, duties, charges, fees, deductions or withholdings of any
nature with respect to its portion of the Loan or any part thereof imposed, levied, collected, withheld or assessed by any jurisdiction
or any political subdivision or taxing authority thereof (other than taxation on overall net income and, to the extent such taxes
are described in Section 4.6, withholding taxes); or



 


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



 


		c)	impose, modify or deem applicable any reserve or capital adequacy requirements (other than the
increased capital costs described in Section 4.5 and the reserve costs described in Section 4.7) or other banking
or monetary controls or requirements which affect the manner in which a Lender shall allocate its capital resources to its obligations
hereunder or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or
for the account of, or loans by, any Lender (provided that such Lender shall, unless prohibited by law, allocate its capital
resources to its obligations hereunder in a manner which is consistent with its present treatment of the allocation of its capital
resources); or



 


		d)	impose on any Lender any other condition affecting its portion of the Loan or any part thereof,



 






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


 


It is acknowledged that the Borrower shall
have no liability to compensate any Lender under this Section for amounts of increased costs that accrue before the Effective Time
on the Actual Delivery Date (with any such amounts arising before the Effective Time being the responsibility of the Original Borrower).


 


SECTION
4.4. Funding Losses.


 


SECTION 4.4.1.
Indemnity. In the event any Lender shall incur any loss or expense (for the avoidance of doubt excluding loss of profit)
by reason of the liquidation or re-employment (at not less than the market rate) of deposits or other funds


 






    35


     


    

 


acquired by such Lender,
to make, continue or maintain any portion of the principal amount of its portion of the Loan as a result of:


 


	i)	any repayment or prepayment or acceleration of the principal amount of such Lender’s portion
of the Loan, other than any repayment made on the date scheduled for such repayment or (if the Floating Rate applies) any repayment
or prepayment or acceleration on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for
repayment or payment; or



 


	ii)	the relevant portion of the Loan not being made in accordance with the Loan Request therefor due
to the fault of the Borrower or as a result of any of the conditions precedent set forth in clause 6.1(c) of the Novation Agreement
and Article V not being satisfied,



 


(a “Funding Losses Event”)
then, upon the written notice of such Lender to the Borrower (with a copy to the Facility Agent), the Borrower shall, within three
(3) days of its receipt thereof:


 


		a)	if at that time interest is calculated at the Floating Rate on such Lender’s portion of the
Loan, pay directly to the Facility Agent for the account of such Lender an amount equal to the amount by which:



 


		(i)	interest calculated at the Floating Rate (excluding the Floating Rate Margin) which such Lender
would have received on its share of the amount of the Loan subject to such Funding Losses Event for the period from the date of
receipt of any part of its share in the Loan to the last day of the applicable Interest Period,



 


exceeds:


 


		(ii)	the amount which such Lender would be able to obtain by placing an amount equal to the amount received
by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt
and ending on the last day of the applicable Interest Period; or



 


		b)	if at that time interest is calculated at the Fixed Rate on such Lender’s portion of the
Loan, pay to the Facility Agent the amount notified to it following the calculation referred to in the next paragraph.



 


Since the Lenders commit themselves
irrevocably to the French Authorities in charge of monitoring the Fixed Rate mechanism, any prepayment (whether voluntary, involuntary
or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the
amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account
the differential (the “Rate Differential”) between the Fixed Rate (but, for this purpose, not including the
margin element of 0.45%) and the prevailing market yield (currently ISDAFIX) for each installment to be prepaid and applying such
Rate Differential to the


 






    36


     


    

 


remaining residual period of such installment and discounting to the net present value as described below.
Each of these Rate Differentials will be applied to the corresponding installment to be prepaid during the period starting on the
date on which such prepayment is required to be made and ending on the original Repayment Date (as adjusted following any previous
prepayments) for such installment and:


 


		(A)	the net present value of each corresponding amount resulting from the above calculation will be
determined at the corresponding market yield; and



 


		(B)	if the cumulated amount of such present values is negative, no amount shall be due to the Borrower
or from the Borrower.



 


Such written notice shall include calculations
in reasonable detail setting forth the loss or expense to such Lender.


 


SECTION 4.4.2.
Exclusion In the event that a Lender’s wilful misconduct or gross negligence has caused the loss or cancellation of
the BpiFAE Insurance Policy, the Borrower shall not be liable to indemnify that Lender under Section 4.4.1 for its loss
or expense arising due to the occurrence of the Prepayment Event referred to in Section 9.1.9.


 


SECTION
4.5. Increased Capital Costs. If after the Signing Date any change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force
of law) of any court, central bank, regulator or other governmental authority increases the amount of capital required to be maintained
by any Lender or any Person controlling such Lender, and the rate of return on its or such controlling Person’s capital as
a consequence of its Commitment or its portion of the Loan made by such Lender is reduced to a level below that which such Lender
or such controlling Person would have achieved but for the occurrence of any such change in circumstance, then, in any such case
upon notice from time to time by such Lender to the Borrower, the Borrower shall immediately pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return. Any such notice shall
(i) describe in reasonable detail the capital adequacy requirements which have been imposed, together with the approximate
date of the effectiveness thereof, (ii) set forth the amount of such lowered return, (iii) describe the manner in which
such amount has been calculated, (iv) certify that the method used to calculate such amount is such Lender’s standard
method of calculating such amount, (v) certify that such request for such additional amounts is consistent with its treatment
of other borrowers that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change
in circumstances is of general application to the commercial banking industry in the jurisdictions in which such Lender does business.
In determining such amount, such Lender may use any method of averaging and attribution that it shall, subject to the foregoing
sentence, deem applicable. Each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions and the terms of the BpiFAE Insurance Policy and (if the Fixed Rate applies) the arrangements with Natixis DAI relating
to the Fixed Rate) to designate a different Lending Office if the making of such a designation would avoid such reduction in such
rate of return and would


 






    37


     


    

 


not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender. Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided
that in relation to increased costs or reductions arising after the Effective Date the Borrower shall not be required to compensate
a Lender pursuant to this Section for any increased costs or reductions incurred more than three months prior to the date that
such Lender notifies the Borrower of the circumstance giving rise to such reductions and of such Lender’s intention to claim
compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive,
then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more
than six months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and
of such Lender’s intention to claim compensation therefor.


 


It is acknowledged that
the Borrower shall have no liability to compensate any Lender under this Section for reduced returns that accrue before the Effective
Time on the Actual Delivery Date (with any compensation liability to the Lenders arising before the Effective Time being the responsibility
of the Original Borrower).


 


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


 


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



 


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



 


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



 


Moreover, if any Covered Taxes are directly
asserted against the Facility Agent or any Lender with respect to any payment received or paid by the Facility Agent or such Lender
hereunder, the Facility Agent or such Lender may pay such Covered Taxes and the Borrower will promptly pay such additional amounts
(including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the
payment of such


 






    38


     


    

 



 


Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such person would
have received had no such Covered Taxes been asserted.


 


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


 


If the Borrower fails
to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to the Facility Agent for the account of
the respective Lenders the required receipts or other required documentary evidence, the Borrower shall indemnify the Lenders for
any incremental withholding Covered Taxes, interest or penalties that may become payable by any Lender as a result of any such
failure (so long as such amount did not become payable as a result of the failure of such Lender to provide timely notice to the
Borrower of the assertion of a liability related to the payment of Covered Taxes). For purposes of this Section 4.6, a distribution
hereunder by the Facility Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.


 


If any Lender is entitled
to any refund, credit, deduction or other reduction in tax by reason of any payment made by the Borrower in respect of any Covered
Tax under this Section 4.6 or by reason of any payment made by the Borrower pursuant to Section 4.3, such Lender
shall use reasonable efforts to obtain such refund, credit, deduction or other reduction and, promptly after receipt thereof, will
pay to the Borrower such amount (plus any interest received by such Lender in connection with such refund, credit, deduction or
reduction) as is equal to the net after-tax value to such Lender of such part of such refund, credit, deduction or reduction as
such Lender reasonably determines is allocable to such Covered Tax or such payment (less out-of-pocket expenses incurred by such
Lender), provided that no Lender shall be obligated to disclose to the Borrower any information regarding its tax affairs
or tax computations.


 


Each Lender (and each
Participant) agrees with the Borrower and the Facility Agent that it will (i) in the case of a Lender or a Participant organized
under the laws of a jurisdiction other than the United States (a) provide to the Facility Agent and the Borrower an appropriately
executed copy of Internal Revenue Service Form W-8ECI certifying that any payments made to or for the benefit of such Lender or
such Participant are effectively connected with a trade or business in the United States (or alternatively, an Internal Revenue
Service Form W-8BEN claiming the benefits of a tax treaty, but only if the applicable treaty described in such form provides for
a complete exemption from U.S. federal income tax withholding), or any successor form, on or prior to the date hereof (or, in the
case of any Assignee Lender or Participant, on or prior to the date of the relevant assignment or participation), in each case
attached to an Internal Revenue Service Form W-8IMY, if appropriate, (b) notify the Facility Agent and the Borrower if the certifications
made on any form provided pursuant to this paragraph are no longer accurate and true in all material respects and (c) without prejudice
to its obligations under Section 4.13, provide such other tax forms or other documents as shall be prescribed by applicable
law, if any, or as otherwise reasonably requested, to demonstrate, to the extent applicable, that payments to such Lender


 






    39


     


    

 


Party
(or Participant) hereunder are exempt from withholding under FATCA, and (ii) in all cases, provide such forms, certificates or
other documents, as and when reasonably requested by the Borrower, necessary to claim any applicable exemption from, or reduction
of, Covered Taxes or any payments made to or for benefit of such Lender Party or such Participant, provided that the Lender
Party or Participant is legally able to deliver such forms, certificates or other documents. For any period with respect to which
a Lender (or Assignee Lender or Participant) has failed to provide the Borrower with the foregoing forms (other than if such failure
is due to a change in law occurring after the date on which a form originally was required to be provided (which, in the case of
an Assignee Lender, would be the date on which the original assignor was required to provide such form) or if such form otherwise
is not required hereunder) such Lender (or Assignee Lender or Participant) shall not be entitled to the benefits of this Section
4.6 with respect to Covered Taxes imposed by reason of such failure.


 


All fees and expenses
payable pursuant to Section 11.3 shall be paid together with value added tax or any similar tax (if any) properly chargeable
thereon. Any value added tax chargeable in respect of any services supplied by a Lender or an Agent under this Agreement shall,
on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.


 


SECTION
4.7. Reserve Costs. Without in any way limiting the Borrower’s obligations under Section 4.3, the Borrower
shall, with effect from the Effective Time, pay to the Facility Agent for the account of each Lender on the last day of each Interest
Period, so long as the relevant Lending Office of such Lender is required to maintain reserves against “Eurocurrency liabilities”
under Regulation D of the F.R.S. Board, upon notice from such Lender, an additional amount equal to the product of the following
for the Loan for each day during such Interest Period:


 


(i)                
the principal amount of the Loan outstanding on such day; and


 


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


 


(iii)           
1/360.


 


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


 


Each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions and the terms of the BpiFAE Insurance Policy and (if
the Fixed Rate applies) the arrangements with Natixis DAI relating to the Fixed Rate) to avoid the


 






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requirement of maintaining such
reserves (including by designating a different Lending Office) if such efforts would not, in the reasonable judgment of such Lender,
be otherwise disadvantageous to such Lender.


 


SECTION
4.8. Payments, Computations, etc.


 


		a)	Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or
any other Loan Document shall be made by the Borrower to the Facility Agent for the pro rata account of the Lenders entitled to
receive such payment. All such payments required to be made to the Facility Agent shall be made, without set-off, deduction or
counterclaim, not later than 11:00 a.m., New York time, on the date due, in same day or immediately available funds through the
New York Clearing House Interbank Payments System (or such other funds as may be customary for the settlement of international
banking transactions in Dollars), to such account as the Facility Agent shall specify from time to time by notice to the Borrower.
Funds received after that time shall be deemed to have been received by the Lenders on the next succeeding Business Day.



 


		b)	Each Lender hereby instructs the Facility Agent, with respect to any portion of the Loan held by
such Lender, to pay directly to such Lender interest thereon at the Fixed Rate or (if the proviso to Section 5.1.10 applies) the
Floating Rate, on the basis that (if the Fixed Rate applies) such Lender will, where amounts are payable to Natixis by that Lender
under the Interest Stabilisation Agreement, account directly to Natixis for any such amounts payable by that Lender under the Interest
Stabilisation Agreement to which such Lender is a party.



 


		c)	The Facility Agent shall promptly (but in any event on the same Business Day that the same are
received or, as contemplated in clause (a) of this Section, deemed received) remit in same day funds to each Lender its share,
if any, of such payments received by the Facility Agent for the account of such Lender without any set-off, deduction or counterclaim.
All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last
day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days. Whenever any payment
to be made shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business
Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.



 


SECTION
4.9. Replacement Lenders, etc. If the Borrower shall be required to make any payment to any Lender pursuant to Section
4.2(c), 4.3, 4.4, 4.5, 4.6 or 4.7, the Borrower shall be entitled at any time (so long as
no Default and no Prepayment Event shall have occurred and be continuing) within 180 days after receipt of notice from such Lender
of such required payment to (a) terminate such Lender’s Commitment (where upon the Percentage of each other Lender shall
automatically be adjusted to an amount equal to such Lender’s ratable share of the remaining Commitments), (b) prepay the
affected portion of such Lender’s Loan in full, together with accrued interest thereon through the date of such prepayment
(provided that the Borrower shall not terminate any Lender’s Commitment pursuant to clause (a) or prepay any such
Lender pursuant to this clause (b) without replacing such Lender pursuant to the following clause (c) until a 30-day period shall


 






    41


     


    

 


have elapsed during which the Borrower and the Facility Agent shall have attempted in good faith to replace such Lender), and/or
(c) replace such Lender with another financial institution reasonably acceptable to the Facility Agent and (if the Fixed Rate applies)
Natixis DAI, provided that (i) each such transfer shall be either a transfer of all of the rights and obligations of the
transferring Lender under this Agreement or a transfer of a portion of such rights and obligations made concurrently with another
such transfer or other such transfers that together cover all of the rights and obligations of the transferring Lender under this
Agreement and (ii) no Lender shall be obligated to make any such transfer as a result of a demand by the Borrower pursuant to this
Section unless and until such Lender shall have received one or more payments from either the Borrower or one or more Assignee
Lenders in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan owing to such Lender, together
with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under
this Agreement. Each Lender represents and warrants to the Borrower that, as of the Signing Date (or, with respect to any Lender
not a party hereto on the Signing Date, on the date that such Lender becomes a party hereto), there is no existing treaty, law,
regulation, regulatory requirement, interpretation, directive, guideline, decision or request pursuant to which such Lender would
be entitled to request any payments under any of Sections 4.3, 4.4, 4.5, 4.6 and 4.7 to or for
account of such Lender.


 SECTION
4.10. Sharing of Payments.


 


SECTION 4.10.1. Payments
to Lenders. If a Lender (a "Recovering Lender") receives or recovers any amount from the Borrower other than
in accordance with Section 4.8 (Payments, Computations, etc.) (a "Recovered Amount") and applies that amount
to a payment due under the Loan Documents then:


 


		a)	the Recovering Lender shall, within three (3) Business Days, notify details of the receipt or recovery
to the Facility Agent;



 


		b)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the
Recovering Lender would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed
in accordance with the said Section 4.8, without taking account of any taxes which would be imposed on the Facility Agent in relation
to the receipt, recovery or distribution; and



 


		c)	the Recovering Lender shall, within three (3) Business Days of demand by the Facility Agent, pay
to the Facility Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which
the Facility Agent determines may be retained by the Recovering Lender as its share of any payment to be made, in accordance with
any applicable provisions of this Agreement.



 


SECTION 4.10.2. Redistribution
of payments. The Facility Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between
the Lenders (other than the Recovering Lender) (the "Sharing Lenders") in accordance with the provisions of this
Agreement towards the obligations of the Borrower to the Sharing Lenders.


 


SECTION 4.10.3. Recovering
Lender's rights. On a distribution by the Facility Agent under Section 4.10.2 of a payment received by a Recovering
Lender from the


 






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Borrower, as between the Borrower and the Recovering Lender, an amount of the Recovered Amount equal to the Sharing
Payment will be treated as not having been paid by the Borrower.


 


SECTION 4.10.4. Reversal
of redistribution If any part of the Sharing Payment received or recovered by a Recovering Lender becomes repayable and is
repaid by that Recovering Lender, then:


 


		a)	each Sharing Lender shall, upon request of the Facility Agent, pay to the Facility Agent for the
account of that Recovering Lender an amount equal to the appropriate part of its share of the Sharing Payment (together with an
amount as is necessary to reimburse that Recovering Lender for its proportion of any interest on the Sharing Payment which that
Recovering Lender is required to pay) (the "Redistributed Amount"); and



 


		b)	as between the Borrower and each relevant Sharing Lender, an amount equal to the relevant Redistributed
Amount will be treated as not having been paid by the Borrower.



 


SECTION
4.10.5. Exceptions.


 


		a)	This Section 4.10 shall not apply to the extent that the Recovering Lender would not, after making
any payment pursuant to this Section 4.10, have a valid and enforceable claim against the Borrower.



 


		b)	A Recovering Lender is not obliged to share with any other Lender any amount which the Recovering
Lender has received or recovered as a result of taking legal or arbitration proceedings, if:



 


		(i)	it notified the other Lender of the legal or arbitration proceedings; and



 


		(ii)	the other Lender had an opportunity to participate in those legal or arbitration proceedings but
did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.



 


SECTION
4.11. Set-off. Upon the occurrence and during the continuance of an Event of Default or a Prepayment Event, each Lender
shall have, to the extent permitted by applicable law, the right to appropriate and apply to the payment of the Obligations then
due and owing to it any and all balances, credits, deposits, accounts or moneys of the Borrower then or thereafter maintained with
such Lender; provided that any such appropriation and application shall be subject to the provisions of Section 4.10.
Each Lender agrees promptly to notify the Borrower and the Facility Agent after any such set-off and application made by such Lender;
provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights
of each Lender under this Section are in addition to other rights and remedies (including other rights of set-off under applicable
law or otherwise) which such Lender may have.


 


SECTION
4.12. Use of Proceeds. The Borrower shall apply the proceeds of the Loan made available to the Borrower in respect of the
Additional Advances for the purpose of making payments of, or reimbursing the Borrower for payments already


 






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made for, the amounts
referred to in clauses 5.2, 5.3 and/or 5.4 of the Novation Agreement and, without limiting the foregoing, no proceeds of the Loan
will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or any “margin stock”, as defined in F.R.S. Board Regulation U.


 


SECTION
4.13. FATCA Information.


 


		a)	Subject to paragraph c) below, each party (other than the Borrower) shall, within ten Business
Days of a reasonable request by another party (other than the Borrower):



 


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


 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


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


 


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


 


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



 


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



 


(i)                
any law or regulation;


 


(ii)             
any fiduciary duty; or


 


(iii)           
any duty of confidentiality.


 


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



 






    44


     


    

 


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



 


SECTION
4.14. Resignation of the Facility Agent. The Facility Agent shall resign (and, to the extent applicable, shall use reasonable
endeavours to appoint a successor Facility Agent) if, either:


 


		a)	the Facility Agent fails to respond to a request under Section 4.13 and a Lender reasonably
believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party;



 


		b)	the information supplied by the Facility Agent pursuant to Section 4.13 indicates that the Facility
Agent will not be (or will have ceased to be) a FATCA Exempt Party; or



 


		c)	the Facility Agent notifies the Lenders that the Facility Agent will not be (or will have ceased
to be) a FATCA Exempt Party;



 


and (in each case) a Lender reasonably
believes that a party to this Agreement will be required to make a FATCA Deduction that would not be required if the Facility Agent
were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.


 


ARTICLE
V



CONDITIONS TO BORROWING


 


SECTION
5.1. Advance of the Loan. The obligation of the Lenders to fund the relevant portion of the Loan to be made available on
the Actual Delivery Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth
in this Section 5.1. The Facility Agent shall advise the Lenders of the satisfaction of the conditions precedent set forth
in this Section 5.1 prior to funding on the Actual Delivery Date.


 


SECTION 5.1.1.
Resolutions, etc. The Facility Agent shall have received from the Borrower:


 


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



 


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


 


(y) Organic
Documents of the Borrower,


 






    45


     


    

 


and upon which certificate the
Lenders may conclusively rely until the Facility Agent shall have received a further certificate of the Secretary or Assistant
Secretary of the Borrower canceling or amending such prior certificate; and


 


		b)	a Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.



 


SECTION 5.1.2.
Opinions of Counsel. The Facility Agent shall have received opinions, addressed to the Facility Agent, the Security Trustee
(in relation to a) and b) below) and each Lender from:


 


		a)	Watson Farley & Williams LLP, counsel to the Borrower, as to Liberian Law, covering the matters
set forth in Exhibit B-1 hereto;



 


		b)	Norton Rose Fulbright LLP, counsel to the Facility Agent and the Lenders, covering the matters
set forth in Exhibit B-2 hereto and, if the BpiFAE Insurance Policy is to be re-issued or replaced on or about the Actual
Delivery Date, Exhibit B-3 hereto; and



 


		c)	Clifford Chance US LLP, United States tax counsel to the Facility Agent for the benefit of the
Lenders, covering the matters set forth in Exhibit B-4 hereto,



 


each such opinion to be updated
to take into account all relevant and applicable Loan Documents at the time of issue thereof.


 


SECTION 5.1.3.
BpiFAE Insurance Policy. The Facility Agent or the ECA Agent shall have received the BpiFAE Insurance Policy duly issued
and BpiFAE shall not have, prior to the advance of the Loan, delivered to the Facility Agent or the ECA Agent any notice seeking
the cancellation, suspension or termination of the BpiFAE Insurance Policy or the suspension of the drawing of the Additional Advances
under this Agreement.


 


SECTION 5.1.4.
Closing Fees, Expenses, etc. The Facility Agent shall have received for its own account, or for the account of each Lender
or BpiFAE, as the case may be, all fees that the Borrower shall have agreed in writing to pay to the Facility Agent (whether for
its own account or for the account of any of the Lenders) that are due and owing as of the date of such funding and all invoiced
expenses of the Facility Agent (including the agreed fees and expenses of counsel to the Facility Agent and the BpiFAE Premium)
required to be paid by the Borrower pursuant to Section 11.3 or that the Borrower has otherwise agreed in writing to pay
to the Facility Agent, in each case on or prior to the date of such funding.


 


SECTION 5.1.5.
Compliance with Warranties, No Default, etc. Both before and after giving effect to the funding of the Loan the following
statements shall be true and correct:


 


		a)	the representations and warranties set forth in Article VI (excluding, however, those set
forth in Section 6.10) shall be true and correct in all material respects except for those representations and warranties that
are qualified by materiality or 



 






    46


     


    

 


		 	Material Adverse Effect, which
shall be true and correct, with the same effect as if then made; and
	 	 	 



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



 


SECTION 5.1.6.
Loan Request. The Facility Agent shall have received a Loan Request duly executed by the Borrower together with:


 


		a)	where an Additional Advance is requested in respect of the Non-Yard Costs, the Delivery Non-Yard
Costs Certificate;



 


		b)	certified as true (by the Builder) copies of the invoice and supporting documents received by the
Builder from the Borrower pursuant to Appendix C of the Construction Contract in relation to the Paid Non-Yard Costs to be financed
as at the time of issue and a declaration from the Borrower in substantially the form set forth in Exhibit D hereto that the requirements
for a minimum 10% French content in respect of Non-Yard Costs have been fulfilled;



 


		c)	a copy of the final commercial invoice from the Builder showing the amount of the Contract Price
(including the Non-Yard Costs and the Other Basic Contract Price Increases) and the portion thereof payable to the Builder on the
Actual Delivery Date under the Construction Contract; and



 


		d)	copies of the wire transfers for all payments by the Borrower to the Builder under the Construction
Contract in respect of the Basic Contract Price to the extent not already provided as part of the drawdown conditions for drawdowns
made by the Original Borrower.



 


SECTION 5.1.7.
Foreign Exchange Counterparty Confirmations. The Facility Agent shall have received the documentation and other information
referred to in clause 5.6 of the Novation Agreement.


 


SECTION 5.1.8.
Protocol of delivery. The Facility Agent shall have received a copy of the protocol of delivery and acceptance under the
Construction Contract duly signed by the Builder and the Borrower or the Nominated Owner to be notified to the Facility Agent.


 


SECTION 5.1.9.
Title to Purchased Vessel. The Facility Agent shall have received evidence that the Purchased Vessel is legally and beneficially
owned by the Borrower or the Nominated Owner (as the case may be), free of all recorded Liens, other than Liens permitted
by Section 7.2.3 and, to the extent not yet discharged, the Mortgage (as defined in the Novation Agreement).


 


SECTION 5.1.10.
Interest Stabilisation. The ECA Agent shall have received a duly executed fixed rate approval from Natixis DAI issued to
the Lenders in respect of the Fixed Rate applicable to the Loan and shall have been informed by the French Authorities of the conditions
of the interest make-up mechanisms (stabilisation du taux d'intérêt) applicable to the Loan under the applicable
Interest Stabilisation Agreement in


 






    47


     


    

 


respect of the Lenders, such conditions to specify, among other things, that the Fixed Rate
has been retained under the interest make-up mechanisms applicable to the Loan.


 


In relation to Section
5.1.10, if a Lender (an “Ineligible Lender”) becomes ineligible or otherwise ceases to be a party to an Interest
Stabilisation Agreement, it shall promptly upon becoming aware thereof (and by no later than 15 Business Days before the anticipated
Actual Delivery Date) notify the Borrower, the ECA Agent and the Facility Agent.


 


Following receipt of
such a notice, the ECA Agent (through the Facility Agent) shall give to the Borrower at least 10 Business Days’ prior notice
stating if the condition precedent in Section 5.1.10 will not be satisfied due to the Ineligible Lender but would be satisfied
by the replacement of the Ineligible Lender as set out below, with such replacement to take effect for the purpose of this Section
on the Actual Delivery Date.


 


On its receipt of such
notice from the ECA Agent, the Borrower shall be entitled, at any time thereafter and without prejudice to any rights and remedies
it may have against such Ineligible Lender pursuant to Section 3.3.3,to replace such Ineligible Lender with another bank or financial
institution reasonably acceptable to the Facility Agent, BpiFAE and Natixis DAI with effect from the Actual Delivery Date, provided
that (i) each such transfer shall be either a transfer of all of the rights and obligations of the Ineligible Lender under this
Agreement or a transfer of a portion of such rights and obligations made concurrently with another such transfer or other such
transfers that together cover all of the rights and obligations of the Ineligible Lender under this Agreement and (ii) no Lender
shall be obligated to make effective any such transfer as a result of a demand by the Borrower pursuant to this Section unless
and until such Lender shall have received one or more payments from one or more Assignee Lenders in an aggregate amount equal to
the aggregate outstanding principal amount of the portion of the Novated Loan Balance which, immediately following the Novation
Effective Time, would have been owing to such Lender pursuant to Section 2.3(a) had that Lender not been replaced prior to the
Novation Effective Time. The ECA Agent and the Facility Agent shall, at the request of the Borrower, use reasonable efforts to
assist the Borrower in finding a bank or financial institution acceptable to the Borrower to replace such Ineligible Lender, and
taking such other steps that may be reasonably required and which are within the control of the ECA Agent and the Facility Agent
to assist with the satisfaction of the condition precedent in Section 5.1.10 prior to funding on the Actual Delivery Date.


 


Provided however the
Borrower shall be entitled, without prejudice to its rights and remedies pursuant to Section 3.3.3, to elect that if at the Actual
Delivery Date the condition precedent in Section 5.1.10 is not satisfied the Floating Rate should apply to the Loan, such election
to be made by notice in writing to the Facility Agent not less than five (5) Business Days prior to the anticipated Actual Delivery
Date in which event, subject to the approval of BpiFAE, the Loan shall bear interest at the Floating Rate and the condition set
out in Section 5.1.10 shall be deemed waived by the Lenders.


 


The ECA Agent (through
the Facility Agent) shall, promptly after the Borrower’s request, advise the Borrower whether it is aware (based solely on
information obtained from Natixis DAI and other French Authorities and/or received from the Lenders at the time of any such request
and without any liability on the ECA Agent for the accuracy of that information)


 






    48


     


    

 



 


that the condition precedent in Section 5.1.10
will not or may not be satisfied as required by Section 5.1.10.


 


SECTION 5.1.11.
Escrow Account Security. The Facility Agent shall have received the Escrow Account Security duly executed by the Borrower
together with a duly executed notice of charge and acknowledgement thereto executed by the Borrower and the Escrow Account Bank
respectively.


 


ARTICLE
VI



REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders
and the Facility Agent to enter into this Agreement and to make the Loan hereunder, the Borrower represents and warrants to the
Facility Agent and each Lender as set forth in this Article VI as of the Actual Delivery Date (except as otherwise stated).


 


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


 


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


 


		a)	contravene the Borrower’s Organic Documents;



 


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



 


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



 


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



 


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



 


SECTION
6.3. Government Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with,
any governmental


 






    49


     


    

 


authority or regulatory body or other Person is required for the due execution, delivery or performance by the
Borrower of this Agreement or any other Loan Document (except for authorizations or approvals not required to be obtained on or
prior to the Actual Delivery Date or that have been obtained or actions not required to be taken on or prior to the Actual Delivery
Date or that have been taken). The Borrower holds all governmental licenses, permits and other approvals required to conduct its
business as conducted by it on the Actual Delivery Date, except to the extent the failure to hold any such licenses, permits or
other approvals would not have a Material Adverse Effect.


 


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


 


SECTION
6.5. Validity, etc. This Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance
with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally or by general equitable principles.


 


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


 


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


 


SECTION
6.8. The Purchased Vessel. Immediately following the delivery of the Purchased Vessel to the Borrower under the Construction
Contract, the Purchased Vessel will be:


 


		a)	legally and beneficially owned by the Borrower or one of the Borrower’s wholly owned Subsidiaries,



 


		b)	registered in the name of the Borrower or one of the Borrower’s wholly owned Subsidiaries
under the Bahamian or Maltese flag or such other flag as the parties may mutually agree,



 


		c)	classed as required by Section 7.1.4(b),



 


		d)	free of all recorded Liens, other than Liens permitted by Section 7.2.3,



 


		e)	insured against loss or damage in compliance with Section 7.1.5, and



 


		f)	exclusively operated by or chartered to the Borrower or one of the Borrower’s wholly owned
Subsidiaries.



 






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SECTION
6.9. Obligations rank pari passu; Liens.


 


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



 


		b)	As at the date of this Agreement, the provisions of this Agreement which permit or restrict the
granting of Liens are no less favorable than the provisions permitting or restricting the granting of Liens in any other agreement
entered into by the Borrower with any other person providing financing or credit to the Borrower.



 


SECTION
6.10. Withholding, etc.. As of the Signing Date, no payment to be made by the Borrower under any Loan Document is subject
to any withholding or like tax imposed by any Applicable Jurisdiction.


 


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


 


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


 


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


 


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


 


SECTION
6.15. Accuracy of Information. The financial and other information (other than financial projections or other forward looking
information) furnished to the Facility Agent and the Lenders in writing by or on behalf of the Borrower by its chief financial
officer, treasurer or corporate controller in connection with the negotiation of this Agreement is, when taken as a whole, to the
best knowledge and belief of the Borrower, true and correct and contains no misstatement of a fact of a material nature. All financial
projections, if any, that have been furnished to the Facility Agent and the Lenders in writing by or on behalf of the Borrower
by its chief financial officer, treasurer or corporate controller


 






    51


     


    

 


in connection with this Agreement have been or will be prepared
in good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood that such
projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control,
and that no assurance can be given that the projections will be realized). All financial and other information furnished to the
Facility Agent and the Lenders in writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate
controller after the date of this Agreement shall have been prepared by the Borrower in good faith.


 


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


 


ARTICLE
VII



COVENANTS


 


SECTION
7.1. Affirmative Covenants. The Borrower agrees with the Facility Agent and each Lender that, from the Effective Date (or,
where applicable, from such time as may be stated in any applicable provision below) until all Commitments have terminated and
all Obligations have been paid in full, the Borrower will perform the obligations set forth in this Section 7.1.


 


SECTION 7.1.1.
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility
Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:


 


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



 






    52


     


    

 


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



 


		c)	together with each of the statements delivered pursuant to the foregoing clause (a) or (b), a certificate,
executed by the chief financial officer, the treasurer or the corporate controller of the Borrower, showing, as of the last day
of the relevant Fiscal Quarter or Fiscal Year compliance with the covenants set forth in Section 7.2.4 (in reasonable detail
and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);



 


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



 


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



 


		f)	as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion,
would be expected to materially adversely affect the business, operations or financial condition of the Borrower and its Subsidiaries
taken as a whole;



 


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



 


		h)	such other information respecting the condition or operations, financial or otherwise, of the Borrower
or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request (including an update
to any information and projections previously provided to the Lenders where these have been prepared and are available);



 


provided that
information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall
be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at http://www.rclinvestor.com
or the SEC’s website at http://www.sec.gov.


 


SECTION 7.1.2.
Approvals and Other Consents. The Borrower will obtain (or cause to be obtained) all such governmental licenses, authorizations,
consents, permits and approvals as may be required for (a) the Borrower to perform its obligations under this Agreement and the
other Loan Documents and (b) the operation of the Purchased Vessel in compliance with all applicable laws, except, in each case,
to the extent that failure


 






    53


     


    

 


to obtain (or cause to be obtained) such governmental licenses, authorizations, consents, permits and
approvals would not be expected to have a Material Adverse Effect.


 


SECTION 7.1.3.
Compliance with Laws, etc. The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects
with all applicable laws, rules, regulations and orders, except (other than as described in clauses (a) and (f) below) to the extent
that the failure to so comply would not have a Material Adverse Effect, which compliance shall in any case include (but not be
limited to):


 


		a)	in the case of the Borrower, the maintenance and preservation of its corporate existence (subject
to the provisions of Section 7.2.6);



 


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



 


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



 


		d)	compliance with all applicable Environmental Laws;



 


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



 


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



 


SECTION 7.1.4.
The Purchased Vessel. The Borrower will:


 


		a)	cause the Purchased Vessel to be exclusively operated
by or chartered to the Borrower or one of the Borrower’s wholly owned Subsidiaries, provided that the Borrower or
such Subsidiary may charter out the Purchased Vessel (i) to entities other than the Borrower and the Borrower’s wholly owned
Subsidiaries and (ii) on a time charter with a stated duration not in excess of one year;



 


		b)	cause the Purchased Vessel to be kept in such condition
as will entitle her to classification by a classification society of recognized standing;



 


		c)	provide the following to the Facility Agent with respect to the Purchased Vessel:



 


(i)                
evidence as to the ownership of the Purchased Vessel by the Borrower, the Nominated Owner or one of the Borrower’s
wholly owned Subsidiaries; and


 






    54


     


    

 


(ii)             
evidence of no recorded Liens on the Purchased Vessel, other than Liens permitted pursuant to Section 7.2.3;


 


		d)	within seven days after the Actual Delivery Date, provide
the following to the Facility Agent with respect to the Purchased Vessel:



 


(i)                
evidence of the class of the Purchased Vessel; and


 


(ii)             
evidence as to all required insurance being in effect with respect to the Purchased Vessel.


 


SECTION 7.1.5.
Insurance. The Borrower will maintain or cause to be maintained with responsible insurance companies insurance with respect
to the Purchased Vessel against such casualties, third-party liabilities and contingencies and in such amounts, in each case, as
is customary for other businesses of similar size in the passenger cruise line industry (provided that in no event will
the Borrower or any Subsidiary be required to obtain any business interruption, loss of hire or delay in delivery insurance) and
will, upon request of the Facility Agent, furnish to the Facility Agent (with sufficient copies for distribution to each Lender)
at reasonable intervals a certificate of a senior officer of the Borrower setting forth the nature and extent of all insurance
maintained by the Borrower and certifying as to compliance with this Section.


 


SECTION 7.1.6.
Books and Records. The Borrower will keep books and records that accurately reflect all of its business affairs and transactions
and permit the Facility Agent and each Lender or any of their respective representatives, at reasonable times and intervals and
upon reasonable prior notice, to visit each of its offices, to discuss its financial matters with its officers and to examine any
of its books or other corporate records.


 


SECTION 7.1.7.
BpiFAE Insurance Policy/French Authority Requirements. The Borrower shall, on the reasonable request of the ECA Agent or
the Facility Agent, provide such other information as required under the BpiFAE Insurance Policy and/or the Interest Stabilisation
Agreement as necessary to enable the ECA Agent or the Facility Agent to obtain the full support of the relevant French Authority
pursuant to the BpiFAE Insurance Policy and/or the Interest Stabilisation Agreement (as the case may be). The Borrower must pay
to the ECA Agent or the Facility Agent the amount of all reasonable costs and expenses reasonably incurred by the ECA Agent or
the Facility Agent in connection with complying with a request by any French Authority for any additional information necessary
or desirable in connection with the BpiFAE Insurance Policy or the Interest Stabilisation Agreement (as the case may be); provided
that the Borrower is consulted before the ECA Agent or Natixis incurs any such cost or expense.


 


SECTION
7.2. Negative Covenants. The Borrower agrees with the Facility Agent and each Lender that, from the Effective Date until
all Commitments have terminated and all Obligations have been paid and performed in full, the Borrower will perform the obligations
set forth in this Section 7.2.


 


SECTION 7.2.1.
Business Activities. The Borrower will not, and will not permit any of its Subsidiaries to, engage in any principal business
activity other than those engaged in by the Borrower and its Subsidiaries on the date hereof and other business


 






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activities reasonably
related, ancillary or complimentary thereto or that are reasonable extensions thereof.


 


SECTION 7.2.2.
Indebtedness. The Borrower will not permit any of the Existing Principal Subsidiaries to create, incur, assume or suffer
to exist or otherwise become or be liable in respect of any Indebtedness, other than, without duplication, the following:


 


		a)	Indebtedness secured by Liens of the type described in Section 7.2.3;



 


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



 


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



 


		d)	Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness
permitted to be secured under Section 7.2.3(b), at any one time outstanding not exceeding (determined at the time of creation
of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) 10% of the total assets
of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent
ended Fiscal Quarter; and



 


		e)	obligations in respect of Hedging Instruments entered into for the purpose of managing interest
rate, foreign currency exchange or commodity exposure risk and not for speculative purposes.



 


SECTION 7.2.3.
Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:


 


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



 


		b)	in addition to other Liens permitted under this Section
7.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness
permitted under Section 7.2.2(d), at any one time outstanding not exceeding (determined at the time of creation of such
Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as 



 






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			applicable) 10%
of the total assets of the Borrower and its Subsidiaries (the “Lien Basket Amount”) taken as a whole as determined
in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter; provided, however that, if, at any time, the
Senior Debt Rating of the Borrower is less than Investment Grade as given by both Moody’s and S&P, the Lien Basket Amount
shall be the greater of (x) 5.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance
with GAAP as at the last day of the most recent ended Fiscal Quarter and (y) $735,000,000;



 


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



 


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



 


		e)	Liens securing Government-related Obligations;



 


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



 


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



 


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



 


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



 


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



 


		k)	Liens on Vessels that:



 


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


 






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


 


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


 


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


 


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



 


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



 


		n)	Liens on cash or Cash Equivalents or marketable securities securing obligations in respect of Hedging
Instruments not incurred for speculative purposes or securing letters of credit that support such obligations;



 


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



 


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



 


		q)	licenses, sublicenses, leases or subleases granted to other Persons not materially interfering
with the conduct of the business of the Borrower or any of its Subsidiaries.



 


SECTION 7.2.4.
Financial Condition. The Borrower will not permit:


 


		a)	Net Debt to Capitalization Ratio, as at the end of any Fiscal Quarter, to be greater than 0.625
to 1.



 


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



 


In addition, if, at any time, the Senior
Debt Rating of the Borrower is less than Investment Grade as given by both Moody’s and S&P, the Borrower will not permit
Stockholders’ Equity to be less than, as at the last day of any Fiscal Quarter, the sum of (i) $4,150,000,000


 






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plus
(ii) 50% of the consolidated net income of the Borrower and its Subsidiaries for the period commencing on January 1, 2007 and ending
on the last day of the Fiscal Quarter most recently ended (treated for these purposes as a single accounting period, but in any
event excluding any Fiscal Quarters for which the Borrower and its Subsidiaries have a consolidated net loss).


 


SECTION 7.2.5.
[Intentionally Omitted].


 


SECTION 7.2.6.
Consolidation, Merger, etc. The Borrower will not, and will not permit any of its Subsidiaries to, liquidate or dissolve,
consolidate with, or merge into or with, any other corporation, except:


 


		a)	any such Subsidiary may (i) liquidate or dissolve voluntarily into, and may merge with and into,
the Borrower or any other Subsidiary, and the assets or stock of any Subsidiary may be purchased or otherwise acquired by the Borrower
or any other Subsidiary or (ii) merge with and into another Person in connection with a sale or other disposition permitted by
Section 7.2.7; and



 


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



 


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


 


(ii)             
in the case of a merger involving the Borrower where the Borrower is not the surviving corporation, (and without prejudice
to the provisions of Sections 3.2b) and c) and 9.1.10, which shall not restrict the proposed merger but which can still apply to
the extent that the proposed merger would give rise to any of the events or circumstances contemplated by such Sections):


 


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



 


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



 






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SECTION 7.2.7.
Asset Dispositions, etc. The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute
or otherwise convey, or grant options, warrants or other rights with respect to, all or substantially all of the assets of (a)
the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among the Borrower and
Subsidiaries of the Borrower.


 


SECTION
7.3. Lender incorporated in the Federal Republic of Germany. The representations and warranties and covenants given in Sections
6.16 and 7.1.3(f) respectively shall only be given, and be applicable to, a Lender incorporated in the Federal Republic of Germany
insofar as the giving of and compliance with such representations and warranties do not result in a violation of or conflict with
section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in conjunction with section 4 paragraph 1
a no.3 foreign trade law (AWG) (Außenwirtschaftsgesetz)), any provision of Council Regulation (EC) 2271/1996 or any similar
applicable anti-boycott law or regulation.


 


ARTICLE
VIII


 


EVENTS OF DEFAULT


 


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


 


SECTION 8.1.1. Non-Payment
of Obligations. The Borrower shall default in the payment when due of any principal of or interest on the Loan or any Commitment
Fee, or the Borrower shall default in the payment of any fee due and payable under the Fee Letter, provided that, in the
case of any default in the payment of any interest on the Loan or of any Commitment Fee, such default shall continue unremedied
for a period of at least five (5) Business Days after notice thereof shall have been given to the Borrower by the Facility Agent;
and provided further that, in the case of any default in the payment of any fee due and payable under the Fee
Letter, such default shall continue unremedied for a period of at least ten days after notice thereof shall have been given to
the Borrower by the Facility Agent.


 


SECTION 8.1.2.
Breach of Warranty. Any representation or warranty of the Borrower made or deemed to be made hereunder (including any certificates
delivered pursuant to Article V) is or shall be incorrect in any material respect when made.


 


SECTION 8.1.3.
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of
any other agreement contained herein or in any other Loan Document (other than the covenants set forth in Section 7.2.4
and the obligations referred to in Section 8.1.1) and such default shall continue unremedied for a period of five days after
notice thereof shall have been given to the Borrower by the Facility Agent or any Lender (or, if (a) such default is capable of
being remedied within 30 days (commencing on the first day following such five-day period) and (b) the Borrower is actively seeking
to remedy the same during such period, such default shall continue unremedied for at least 35 days after such notice to the Borrower).


 


SECTION 8.1.4.
Default on Other Indebtedness. (a) The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness
that is outstanding in a


 






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principal amount of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but
excluding Indebtedness hereunder or with respect to Hedging Instruments) when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such Indebtedness; (b) the occurrence under any Hedging Instrument
of an Early Termination Date (as defined in such Hedging Instrument) resulting from (A) any event of default under such Hedging
Instrument as to which the Borrower is the Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event
(as so defined) as to which the Borrower is an Affected Party (as so defined) and, in either event, the termination value with
respect to any such Hedging Instrument owed by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails
to pay such termination value when due after applicable grace periods; or (c) any other event shall occur or condition shall exist
under any agreement or instrument evidencing, securing or relating to any such Indebtedness and shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause or permit
the holder or holders of such Indebtedness to cause such Indebtedness to become due and payable prior to its scheduled maturity;
or (d) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase
or defease such Indebtedness is required to be made, in each case prior to the scheduled maturity thereof (other than as a result
of any sale or other disposition of any property or assets under the terms of such Indebtedness); provided that any required prepayment
or right to require prepayment triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings
shall not constitute an Event of Default under this Section 8.1.4 so long as any required prepayment is made when due. For purposes
of determining Indebtedness for any Hedging Instrument, the principal amount of the obligations under any such instrument at any
time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary
would be required to pay if such instrument were terminated at such time.


 


SECTION 8.1.5.
Bankruptcy, Insolvency, etc. The Borrower or any of the Principal Subsidiaries (or any of its other Subsidiaries to the
extent that the relevant event described below would have a Material Adverse Effect) shall:


 


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



 


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



 


		c)	in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment
of a trustee, receiver, sequestrator or other custodian for it or for a substantial part of its property, and such trustee, receiver,
sequestrator or other custodian shall not be discharged within 60 days, provided that in the case of such an event in respect
of the Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting



 






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	 	 	any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents;  



 


		d)	permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement
or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in
respect of the Borrower or any of such Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such
Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Subsidiary or shall result in
the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower hereby expressly authorizes
the Facility Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve,
protect and defend their respective rights under the Loan Documents; or



 


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



 


SECTION
8.2. Action if Bankruptcy. If any Event of Default described in clauses (b) through (d) of Section 8.1.5
shall occur with respect to the Borrower, the Commitments (if not theretofore terminated) shall automatically terminate and the
outstanding principal amount of the Loan and all other Obligations shall automatically be and become immediately due and payable,
without notice or demand.


 


SECTION
8.3. Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses
(b) through (d) of Section 8.1.5 with respect to the Borrower) shall occur for any reason, whether voluntary
or involuntary, and be continuing, the Facility Agent, upon the direction of the Required Lenders (after consultation with BpiFAE
who shall have the right to instruct the Lenders to waive such Event of Default), shall by notice to the Borrower declare all of
the outstanding principal amount of the Loan and other Obligations to be due and payable and/or the Commitments (if not theretofore
terminated) to be terminated, whereupon the full unpaid amount of the Loan and other Obligations shall be and become immediately
due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate.


 


ARTICLE
IX


 


PREPAYMENT EVENTS


 


SECTION
9.1. Listing of Prepayment Events. Each of the following events or occurrences described in this Section 9.1 shall
constitute a “Prepayment Event”.


 


SECTION 9.1.1.
Change of Control. There occurs any Change of Control.


 


SECTION 9.1.2.
Unenforceability. Any Loan Document shall cease to be the legally valid, binding and enforceable obligation of the Borrower
(in each case, other than with respect to provisions of any Loan Document (i) identified as unenforceable in the form of the opinion
of the Borrower’s counsel set forth as Exhibit B-1 or (ii) that a court of competent jurisdiction has determined are not
material) and such event


 






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shall continue unremedied for 15 days after notice thereof has been given to the Borrower by the Facility
Agent.


 


SECTION 9.1.3.
Approvals. Any material license, consent, authorization, registration or approval at any time necessary to enable the Borrower
or any Principal Subsidiary to conduct its business shall be revoked, withdrawn or otherwise cease to be in full force and effect,
unless the same would not have a Material Adverse Effect.


 


SECTION 9.1.4.
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of
any of the covenants set forth in Sections 4.12 or 7.2.4.


 


SECTION 9.1.5.
Judgments. Any judgment or order for the payment of money in excess of $100,000,000 shall be rendered against the Borrower
or any of the Principal Subsidiaries by a court of competent jurisdiction and the Borrower or such Principal Subsidiary shall have
failed to satisfy such judgment and either:


 


		a)	enforcement proceedings in respect of any material assets of the Borrower or such Principal Subsidiary
shall have been commenced by any creditor upon such judgment or order and shall not have been stayed or enjoined within five (5)
Business Days after the commencement of such enforcement proceedings; or



 


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



 


SECTION 9.1.6.
Condemnation, etc.. The Purchased Vessel shall be condemned or otherwise taken under color of law or requisitioned and the
same shall continue unremedied for at least 20 days, unless such condemnation or other taking would not have a Material Adverse
Effect.


 


SECTION 9.1.7.
Arrest. The Purchased Vessel shall be arrested and the same shall continue unremedied for at least 20 days, unless such
arrest would not have a Material Adverse Effect.


 


SECTION 9.1.8.
Sale/Disposal of the Purchased Vessel. The Purchased Vessel is sold to a company which is not the Borrower or any other
Subsidiary of the Borrower (other than for the purpose of a lease back to the Borrower or any other Subsidiary of the Borrower).


 


SECTION 9.1.9.
BpiFAE Insurance Policy. The BpiFAE Insurance Policy is cancelled for any reason or ceases to be in full force and effect.


 


SECTION 9.1.10.
Illegality. No later than the close of business on the last day of the Option Period related to the giving of any Illegality
Notice by an affected Lender pursuant to Section 3.2(b), either: (x) the Borrower has not elected to take an action specified in
clause (1) or (2) of Section 3.2(c) or (y) if any such election shall have been made, the Borrower has failed to take the action
required in respect of such election. In such circumstances the Facility Agent (at the direction of the affected Lender) shall
by notice to the Borrower require the Borrower to prepay in full all principal and interest and all other


 






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Obligations owing to
such Lender either (i) forthwith or, as the case may be, (ii) on a future specified date not being earlier than the latest date
permitted by the relevant law.


 


SECTION
9.2. Mandatory Prepayment. If any Prepayment Event (other than a Prepayment Event under Section 9.1.10) shall occur
and be continuing, the Facility Agent, upon the direction of the Required Lenders, shall by notice to the Borrower require the
Borrower to prepay in full on the date of such notice all principal of and interest on the Loan and all other Obligations (and,
in such event, the Borrower agrees to so pay the full unpaid amount of the Loan and all accrued and unpaid interest thereon and
all other Obligations).


 


SECTION
9.3. Mitigation. If the ECA Agent, the Facility Agent or any of the Lenders become aware that an event or circumstance has
arisen which will cause the BpiFAE Insurance Policy to be cancelled for any reason or no longer remain in full force and effect
they shall notify the Borrower and the Lenders, the Borrower, the ECA Agent and the Facility Agent shall negotiate in good faith
for a period of up to 30 days or, if less, the date by which the BpiFAE Insurance Policy shall be terminated or cease to be in
full force and effect to determine whether the facility can be restructured and/or the Loan refinanced in a manner acceptable to
each of the Lenders in their absolute discretion. The Lenders will use reasonable efforts to involve BpiFAE in such negotiations.


 


ARTICLE
X


 


THE FACILITY AGENT AND THE ECA AGENT


 


SECTION
10.1. Actions. Each Lender hereby appoints Citibank Europe plc, UK Branch, as Facility Agent and HSBC France as ECA Agent,
as its agent under and for purposes of this Agreement and each other Loan Document (for purposes of this Article X, the
Facility Agent and the ECA Agent are referred to collectively as the “Agents”). Each Lender authorizes the Agents
to act on behalf of such Lender under this Agreement and each other Loan Document and, in the absence of other written instructions
from the Required Lenders received from time to time by the Agents (with respect to which each Agent agrees that it will comply,
except as otherwise provided in this Section 10.1 or as otherwise advised by counsel or as otherwise instructed by any French
Authority, it being understood and agreed that any instructions provided by a French Authority shall prevail), to exercise such
powers hereunder and thereunder as are specifically delegated to or required of the Agents by the terms hereof and thereof, together
with such powers as may be reasonably incidental thereto. Neither Agent shall be obliged to act on the instructions of any Lender
or the Required Lenders if to do so would, in the opinion of such Agent, be contrary to any provision of this Agreement or any
other Loan Document or the BpiFAE Insurance Policy or to any law or the conflicting instructions of any French Authority, or would
expose such Agent to any actual or potential liability to any third party. As between the Lenders and the Agents, it is acknowledged
that each Agent’s duties under this Agreement and the other Loan Documents are solely mechanical and administrative in nature.


 


SECTION
10.2. Indemnity. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each Agent,
pro rata according to such Lender’s Percentage, from and against any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and disbursements of


 






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counsel) that be incurred by or asserted or awarded against,
such Agent in any way relating to or arising out of this Agreement and any other Loan Document or any action taken or omitted by
such Agent under this Agreement or any other Loan Document; provided that no Lender shall be liable for the payment of any
portion of such claims, damages, losses, liabilities and expenses which have resulted from such Agent’s gross negligence
or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse each Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings
or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such Agent
is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to
any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by any Agent,
any Lender or a third party. Neither Agent shall be required to take any action hereunder or under any other Loan Document, or
to prosecute or defend any suit in respect of this Agreement or any other Loan Document, unless it is expressly required to do
so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of an Agent shall be or become,
in such Agent’s determination, inadequate, such Agent may call for additional indemnification from the Lenders and cease
to do the acts indemnified against hereunder until such additional indemnity is given.


 


SECTION
10.3. Funding Reliance, etc. Each Lender shall notify the Facility Agent by 4:00 p.m., London time, one day prior to the
advance of the Loan if it is not able to fund the following day. Unless the Facility Agent shall have been notified by telephone,
confirmed in writing, by any Lender by 4:00 p.m., London time, on the day prior to the advance of the Loan that such Lender will
not make available the amount which would constitute its Percentage of the Loan on the date specified therefor, the Facility Agent
may assume that such Lender has made such amount available to the Facility Agent and, in reliance upon such assumption, may, but
shall not be obliged to, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not
have made such amount available to the Facility Agent, such Lender and the Borrower severally agree to repay the Facility Agent
forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Facility Agent made
such amount available to the Borrower to the date such amount is repaid to the Facility Agent, at the interest rate applicable
at the time to the Loan without premium or penalty.


 


SECTION
10.4. Exculpation. Neither of the Agents nor any of their respective directors, officers, employees or agents shall be liable
to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection
herewith or therewith, except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing,
each Agent (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with the
advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement,
(iii) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms,
covenants or conditions of


 






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this Agreement on the part of the Borrower or the existence at any time of any Default or Prepayment
Event or to inspect the property (including the books and records) of the Borrower, (iv) shall not be responsible to any Lender
for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument
or document furnished pursuant hereto, (v) shall incur no liability under or in respect of this Agreement by action upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent
by the proper party or parties, and (vi) shall have no responsibility to the Borrower or any Lender on account of (A) the failure
of a Lender or the Borrower to perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition
of the Borrower; (C) the completeness or accuracy of any statements, representations or warranties made in or pursuant to this
Agreement or any Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or
any Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence
or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection with
any Loan Document.


 


SECTION
10.5. Successor. The Facility Agent may resign as such at any time upon at least 30 days’ prior notice to the Borrower
and all Lenders and shall resign where required to do in accordance with Section 4.14, provided that any such resignation
shall not become effective until a successor Facility Agent has been appointed as provided in this Section 10.5 and such
successor Facility Agent has accepted such appointment. If the Facility Agent at any time shall resign, the Required Lenders shall,
subject to the immediately preceding proviso and subject to the consent of the Borrower (such consent not to be unreasonably withheld),
appoint another Lender as a successor to the Facility Agent which shall thereupon become such Facility Agent’s successor
hereunder (provided that the Required Lenders shall, subject to the consent of the Borrower unless an Event or Default or
a Prepayment Event shall have occurred and be continuing (such consent not to be unreasonably withheld or delayed) offer to each
of the other Lenders in turn, in the order of their respective Percentages of the Loan, the right to become successor Facility
Agent). If no successor Facility Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the Facility Agent’s giving notice of resignation, then the Facility Agent may, on behalf of the Lenders,
appoint a successor Facility Agent, which shall be one of the Lenders or a commercial banking institution having a combined capital
and surplus of at least $1,000,000,000 (or the equivalent in other currencies), subject, in each case, to the consent of the Borrower
(such consent not to be unreasonably withheld). Upon the acceptance of any appointment as Facility Agent hereunder by a successor
Facility Agent, such successor Facility Agent shall be entitled to receive from the resigning Facility Agent such documents of
transfer and assignment as such successor Facility Agent may reasonably request, and shall thereupon succeed to and become vested
with all rights, powers, privileges and duties of the resigning Facility Agent, and the resigning Facility Agent shall be discharged
from its duties and obligations under this Agreement. After any resigning Facility Agent’s resignation hereunder as the Facility
Agent, the provisions of:


 


		a)	this Article X shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Facility Agent under this Agreement; and



 


		b)	Section 11.3 and Section 11.4 shall continue to inure to its benefit.



 






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If a Lender acting as the Facility Agent
assigns its Loan to one of its Affiliates, such Facility Agent may, subject to the consent of the Borrower (such consent not to
be unreasonably withheld or delayed) assign its rights and obligations as Facility Agent to such Affiliate.


 


SECTION
10.6. Loans by the Facility Agent. The Facility Agent shall have the same rights and powers with respect to the Loan made
by it or any of its Affiliates. The Facility Agent and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Affiliate of the Borrower as if the Facility Agent were not the Facility Agent
hereunder and without any duty to account therefor to the Lenders. The Facility Agent shall have no duty to disclose information
obtained or received by it or any of its Affiliates relating to the Borrower or its Subsidiaries to the extent such information
was obtained or received in any capacity other than as the Facility Agent.


 


SECTION
10.7. Credit Decisions. Each Lender acknowledges that it has, independently of each Agent and each other Lender, and based
on such Lender’s review of the financial information of the Borrower, this Agreement, the other Loan Documents (the terms
and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitment. Each Lender also acknowledges that it will, independently
of each Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate
at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.


 


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


 


SECTION
10.9. The Agents’ Rights. Each Agent may (i) assume that all representations or warranties made or deemed repeated
by the Borrower in or pursuant to this Agreement or any Loan Document are true and complete, unless, in its capacity as the Facility
Agent, it has acquired actual knowledge to the contrary, (ii) assume that no Default has occurred unless, in its capacity as an
Agent, it has acquired actual knowledge to the contrary, (iii) rely on any document or notice believed by it to be genuine, (iv)
rely as to legal or other professional matters on opinions and statements of any legal or other professional advisers selected
or approved by it, (v) rely as to any factual matters which might reasonably be expected to be within the knowledge of the Borrower
on a certificate signed by or on behalf of the Borrower and (vi) refrain from exercising any right, power, discretion or remedy
unless and until instructed to exercise that right, power, discretion or remedy and as to the manner of its exercise by the Lenders
(or, where applicable, by the Required Lenders) and unless and until such Agent has received from the Lenders any payment which
such Agent may require on account of, or any security which such Agent may require for, any costs, claims, expenses (including
legal and other professional fees) and liabilities which it considers it may incur or sustain in complying with those instructions.


 






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SECTION
10.10. The Facility Agent’s Duties. The Facility Agent shall (i) if requested in writing to do so by a Lender, make
enquiry and advise the Lenders as to the performance or observance of any of the provisions of this Agreement or any Loan Document
by the Borrower or as to the existence of an Event of Default and (ii) inform the Lenders promptly of any Event of Default
of which the Facility Agent has actual knowledge.


 


The Facility Agent
shall not be deemed to have actual knowledge of the falsehood or incompleteness of any representation or warranty made or deemed
repeated by the Borrower or actual knowledge of the occurrence of any Default unless a Lender or the Borrower shall have given
written notice thereof to the Facility Agent in its capacity as the Facility Agent. Any information acquired by the Facility Agent
other than specifically in its capacity as the Facility Agent shall not be deemed to be information acquired by the Facility Agent
in its capacity as the Facility Agent.


 


The Facility Agent
may, without any liability to account to the Lenders, generally engage in any kind of banking or trust business with the Borrower
or with the Borrower’s subsidiaries or associated companies or with a Lender as if it were not the Facility Agent.


 


SECTION
10.11. Employment of Agents. In performing its duties and exercising its rights, powers, discretions and remedies under
or pursuant to this Agreement or the Loan Documents, each Agent shall be entitled to employ and pay agents to do anything which
such Agent is empowered to do under or pursuant to this Agreement or the Loan Documents (including the receipt of money and documents
and the payment of money); provided that, unless otherwise provided herein, including without limitation Section 11.3,
the employment of such agents shall be for such Agent’s account, and to act or refrain from taking action in reliance on
the opinion of, or advice or information obtained from, any lawyer, banker, broker, accountant, valuer or any other person believed
by such Agent in good faith to be competent to give such opinion, advice or information.


 


SECTION
10.12. Distribution of Payments. The Facility Agent shall pay promptly to the order of each Lender that Lender’s percentage
share of every sum of money received by the Facility Agent pursuant to this Agreement or the Loan Documents (including, without
limitation, any amounts payable pursuant to Section 4.4.1 but not including any amounts payable pursuant to the Fee Letter
and any amounts which, by the terms of this Agreement or the Loan Documents, are paid to the Facility Agent for the account of
the Facility Agent alone or specifically for the account of one or more Lenders) and until so paid such amount shall be held by
the Facility Agent on trust absolutely for that Lender.


 


SECTION
10.13. Reimbursement. The Facility Agent shall have no liability to pay any sum to a Lender until it has itself received
payment of that sum. If, however, the Facility Agent does pay any sum to a Lender on account of any amount prospectively due to
that Lender pursuant to Section 10.12 before it has itself received payment of that amount, and the Facility Agent does
not in fact receive payment within two (2) Business Days after the date on which that payment was required to be made by the terms
of this Agreement or the Loan Documents, that Lender will, on demand by the Facility Agent, refund to the Facility Agent an amount
equal to the amount received by it, together with an amount sufficient to reimburse the Facility Agent for any amount which the
Facility Agent may certify that it has been required to pay by way of interest on money borrowed to


 






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fund the amount in question
during the period beginning on the date on which that amount was required to be paid by the terms of this Agreement or the Loan
Documents and ending on the date on which the Facility Agent receives reimbursement.


 


SECTION
10.14. Instructions. Where an Agent is authorized or directed to act or refrain from acting in accordance with the instructions
of the Lenders or of the Required Lenders each of the Lenders shall provide such Agent with instructions within three (3) Business
Days of such Agent’s request (which request may be made orally or in writing). If a Lender does not provide such Agent with
instructions within that period, that Lender shall be bound by the decision of such Agent. Nothing in this Section 10.14
shall limit the right of such Agent to take, or refrain from taking, any action without obtaining the instructions of the Lenders
or the Required Lenders if such Agent in its discretion considers it necessary or appropriate to take, or refrain from taking,
such action in order to preserve the rights of the Lenders under or in connection with this Agreement or the Loan Documents. In
that event, such Agent will notify the Lenders of the action taken by it as soon as reasonably practicable, and the Lenders agree
to ratify any action taken by the Facility Agent pursuant to this Section 10.14.


 


SECTION
10.15. Payments. All amounts payable to a Lender under this Section 10 shall be paid to such account at such
bank as that Lender may from time to time direct in writing to the Facility Agent.


 


SECTION
10.16. “Know your customer” Checks. Each Lender shall promptly upon the request of the Facility Agent supply,
or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in
order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer”
or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement or
the Loan Documents.


 


SECTION
10.17. No Fiduciary Relationship. Except as provided in Section 10.12, no Agent shall have any fiduciary relationship
with or be deemed to be a trustee of or for any other person and nothing contained in this Agreement or any Loan Document shall
constitute a partnership between any two or more Lenders or between either Agent and any other person.


 


SECTION
10.18. Illegality. The Agent shall refrain from doing anything which it reasonably believes would be contrary to any law
of any jurisdiction (including but not limited to England and Wales, the United States of America or any jurisdiction forming part
of it) or any regulation or directive of any agency of such state or jurisdiction or which would or might render it liable to any
person and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


ARTICLE
XI



MISCELLANEOUS PROVISIONS


 


SECTION
11.1. Waivers, Amendments, etc. The provisions of this Agreement and of each other Loan Document may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the


 






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Borrower and the Required
Lenders; provided that no such amendment, modification or waiver which would:


 


		a)	contravene or be in breach of the terms of the BpiFAE Insurance Policy or the arrangements with
Natixis DAI relating to the Fixed Rate (if the Fixed Rate applies) shall be effective unless consented to by, as applicable, BpiFAE
and/or Natixis DAI;



 


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



 


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



 


		d)	increase the Commitment of any Lender shall be made without the consent of such Lender;



 


		e)	reduce any fees described in Article III payable to any Lender shall be made without the
consent of such Lender;



 


		f)	extend the Commitment Termination Date of any Lender shall be made without the consent of such
Lender;



 


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



 


		h)	affect adversely the interests, rights or obligations of the Facility Agent or the ECA Agent in
its capacity as such shall be made without consent of the Facility Agent or the ECA Agent (respectively) .



 


No failure or delay on the part of the
Facility Agent, the ECA Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle
it to any notice or demand in similar or other circumstances. No waiver or approval by any the Facility Agent, the ECA Agent or
any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval,
be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder. The Lenders hereby agree, at any time and from time to time that the Nordea Agreement or the
Bank of Nova Scotia Agreement is amended or refinanced, to negotiate in good faith to amend this Agreement to conform any representations,
warranties, covenants or events of default in this Agreement to the amendments made to any substantively comparable provisions
in the Nordea Agreement or the Bank of Nova Scotia Agreement or any refinancing thereof.


 






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Neither the Borrower’s rights nor
its obligations under the Loan Documents shall be changed, directly or indirectly, as a result of any amendment, supplement, modification,
variance or novation of the BpiFAE Insurance Policy, except any amendments, supplements, modifications, variances or novations,
as the case may be, which occur (i) with the Borrower’s consent, (ii) at the Borrower’s request or (iii) in order to
conform to amendments, supplements, modifications, variances or novations effected in respect of the Loan Documents in accordance
with their terms.


 


SECTION
11.2. Notices.


 


		a)	All notices and other communications provided to any party hereto under this Agreement or any other
Loan Document shall be in writing, by facsimile or by electronic mail and addressed, delivered or transmitted to such party at
its address, facsimile number or electronic mail address set forth below its signature hereto or set forth in the Lender Assignment
Agreement or at such other address, or facsimile number as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall
be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted provided it is received
in legible form; any notice, if transmitted by electronic mail, shall be deemed given upon acknowledgment of receipt by the recipient.



 


		b)	So long as Citibank Europe plc, UK Branch is the Facility Agent, the Borrower may provide to the
Facility Agent all information, documents and other materials that it furnishes to the Facility Agent hereunder or any other Loan
Document (and any guaranties, security agreements and other agreements relating thereto), including, without limitation, all notices,
requests, financial statements, financial and other reports, certificates and other materials, but excluding any such communication
that (i) relates to a request for a new, or a conversion of an existing advance or other extension of credit (including any election
of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due hereunder
or any other Loan Document prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default or (iv)
is required to be delivered to satisfy any condition precedent to the effectiveness of the Agreement and/or any advance or other
extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”),
by transmitting the Communications in an electronic/soft medium in a format acceptable to the Facility Agent to such email address
notified by the Facility Agent to the Borrower; provided that any Communication requested pursuant to Section 7.1.1(h)
shall be in a format acceptable to the Borrower and the Facility Agent.



 


		c)	The Borrower agrees that the Facility Agent may make such items included in the Communications
as the Borrower may specifically agree available to the Lenders by posting such notices, at the option of the Borrower, on Debt
Domain or any similar such platform (the “Platform”) acceptable to the Borrower. Although the primary web portal
is secured with a dual firewall and a User ID/Password Authorization System and the Platform is secured through a single user per
deal 



 






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	 	 	authorization method whereby each user may access the Platform only on a deal-by-deal basis, the Borrower acknowledges that
(i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and
other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available”
and (iii) neither the Facility Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications
or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty
of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Facility Agent or
any of its Affiliates in connection with the Platform.



 


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



 


SECTION
11.3. Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of the Facility Agent
(including the reasonable fees and out-of-pocket expenses of counsel to the Facility Agent and of local counsel, if any, who may
be retained by counsel to the Facility Agent) in connection with any amendments, waivers, consents, supplements or other modifications
to, this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated
hereby are consummated, together with any documented costs and expenses incurred by the Facility Agent to the provider of the Platform
(as defined in Section 11.2.c)) in connection with the operation and/or use of the Platform. The Borrower further agrees to pay,
and to save the Facility Agent and the Lenders harmless from all liability for, any stamp, recording, documentary or other similar
taxes arising from the execution, delivery or enforcement of this Agreement or the borrowing hereunder or any other Loan Documents.
The Borrower also agrees to reimburse the Facility Agent and each Lender upon demand for all reasonable out-of-pocket expenses
(including reasonable attorneys’ fees and legal expenses) incurred by the Facility Agent or such Lender in connection with
(x) the negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations and (y) the
enforcement of any Obligations.


 


SECTION
11.4. Indemnification. In consideration of the execution and delivery of this Agreement by each Lender and the extension
of the Commitments, the Borrower hereby indemnifies and holds harmless the Facility Agent, the ECA Agent each Lender and each of
their respective Affiliates and their respective officers, advisors, directors and employees (collectively, the “Indemnified
Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified
Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense
in connection therewith), in each case arising out of or in connection with or by reason of this Agreement or the other Loan Documents
or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Loans (collectively, the
“Indemnified Liabilities”),


 






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except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s
gross negligence or willful misconduct or the material breach by such Indemnified Party of its obligations under this Agreement,
any other Loan Document, the BpiFAE Insurance Policy or Interest Stabilisation Agreement and which breach is not attributable to
the Borrower’s own breach of the terms of this Agreement or any other Loan Document or is a claim, damage, loss, liability
or expense which would have been compensated under other provisions of the Loan Documents but for any exclusions applicable thereunder.


 


In the case of an investigation,
litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an
Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto. Each Indemnified Party shall (a) furnish
the Borrower with prompt notice of any action, suit or other claim covered by this Section 11.4, (b) not agree to any settlement
or compromise of any such action, suit or claim without the Borrower’s prior consent, (c) shall cooperate fully in the Borrower’s
defense of any such action, suit or other claim (provided that the Borrower shall reimburse such indemnified party for its
reasonable out-of-pocket expenses incurred pursuant hereto) and (d) at the Borrower’s request, permit the Borrower to assume
control of the defense of any such claim, other than regulatory, supervisory or similar investigations, provided that (i)
the Borrower acknowledges in writing its obligations to indemnify the Indemnified Party in accordance with the terms herein in
connection with such claims, (ii) the Borrower shall keep the Indemnified Party fully informed with respect to the conduct of the
defense of such claim, (iii) the Borrower shall consult in good faith with the Indemnified Party (from time to time and before
taking any material decision) about the conduct of the defense of such claim, (iv) the Borrower shall conduct the defense of such
claim properly and diligently taking into account its own interests and those of the Indemnified Party, (v) the Borrower shall
employ counsel reasonably acceptable to the Indemnified Party and at the Borrower’s expense, and (vi) the Borrower shall
not enter into a settlement with respect to such claim unless either (A) such settlement involves only the payment of a monetary
sum, does not include any performance by or an admission of liability or responsibility on the part of the Indemnified Party, and
contains a provision unconditionally releasing the Indemnified Party and each other indemnified party from, and holding all such
persons harmless, against, all liability in respect of claims by any releasing party or (B) the Indemnified Party provides written
consent to such settlement (such consent not to be unreasonably withheld or delayed). Notwithstanding the Borrower’s election
to assume the defense of such action, the Indemnified Party shall have the right to employ separate counsel and to participate
in the defense of such action and the Borrower shall bear the fees, costs and expenses of such separate counsel if (i) the use
of counsel chosen by the Borrower to represent the Indemnified Party would present such counsel with an actual or potential conflict
of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and the Indemnified
Party and the Indemnified Party shall have concluded that there may be legal defenses available to it which are different from
or additional to those available to the Borrower and determined that it is necessary to employ separate counsel in order to pursue
such defenses (in which case the Borrower shall not have the right to assume the defense of such action on the Indemnified Party’s
behalf), (iii) the Borrower shall not have employed counsel reasonably acceptable to the Indemnified Party to represent the Indemnified
Party within a reasonable time after notice of the institution of such


 






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action, or (iv) the Borrower authorizes the Indemnified
Party to employ separate counsel at the Borrower’s expense. The Borrower acknowledges that none of the Indemnified Parties
shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its security holders
or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined
in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party’s
gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability
for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated
savings). If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


 


SECTION
11.5. Survival. The obligations of the Borrower under Sections 4.3, 4.4, 4.5, 4.6, 4.7,
11.3 and 11.4 and the obligations of the Lenders under Section 10.1, shall in each case survive any termination
of this Agreement and the payment in full of all Obligations. The representations and warranties made by the Borrower in this Agreement
and in each other Loan Document shall survive the execution and delivery of this Agreement and each such other Loan Document.


 


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


 


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


 


SECTION
11.8. Execution in Counterparts, Effectiveness, etc. This Agreement may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. This
Agreement, as a novated and amended Agreement, shall become effective upon the occurrence of the Novation Effective Time under,
and as defined in, the Novation Agreement.


 


SECTION
11.9. Third Party Rights. Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of
this Agreement is enforceable by a person who is not a party to it with the exception of BpiFAE and Natixis.


 


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


 






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		a)	except to the extent permitted under Section 7.2.6, the Borrower may not assign or transfer
its rights or obligations hereunder without the prior written consent of the Facility Agent, each Lender and BpiFAE; and



 


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



 


SECTION
11.11. Sale and Transfer of the Loan; Participations in the Loan. Each Lender may assign its Percentage or portion of the
Loan to one or more other Persons (a “New Lender”), or sell participations in its Percentage or portion of the
Loan to one or more other Persons; provided that, in the case of assignments where the Fixed Rate applies, such New Lender
(other than BpiFAE or CAFFIL as assignee of all or any of SFIL’s rights as Lender following the enforcement of the security
granted pursuant to paragraph (iv) of Section 11.11.1 in connection with the BpiFAE Enhanced Guarantee, and subject as provided
in Section 11.11.1(iv)) enters into an Interest Stabilisation Agreement.


 


SECTION 11.11.1.
Assignments


 


(i) Any Lender with
the prior written consents of the Borrower and the Facility Agent (which consents shall not be unreasonably delayed or withheld
and which consent, in the case of the Borrower, shall be deemed to have been given in the absence of a written notice delivered
by the Borrower to the Facility Agent, on or before the fifth Business Day after receipt by the Borrower of such Lender’s
request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any
time (and from time to time) assign or transfer to one or more commercial banks or other financial institutions all or any fraction
of such Lender’s portion of the Loan.


 


(ii) Any Lender,
with notice to the Borrower and the Facility Agent, and, notwithstanding the foregoing clause (i), without the consent of
the Borrower, or the Facility Agent may assign or transfer (A) to any of its Affiliates, (B) to SFIL or (C) following the occurrence
and during the continuance of an Event of Default under Sections 8.1.1, 8.1.4(a) or 8.1.5, to any other Person, in each case, all
or any fraction of such Lender’s portion of the Loan.


 


(iii) Any Lender
may (notwithstanding the foregoing clauses, and without notice to, or consent from, the Borrower or the Facility Agent) assign
or charge all or any fraction of its portion of the Loan to any federal reserve or central bank as collateral security in connection
with the extension of credit or support by such federal reserve or central bank to such Lender.


 


(iv) SFIL may (notwithstanding
the foregoing clauses, and without notice to, or consent from, the Borrower or the Facility Agent) assign, charge or otherwise
grant security over all or any fraction of its portion of the Loan and of its rights as Lender to CAFFIL as collateral security
in connection with the extension of credit or support by CAFFIL to SFIL in respect of this Agreement and the BpiFAE Enhanced Guarantee,
provided that at the time of the assignment, charge or grant of security CAFFIL is an Affiliate of SFIL and that such assignment,
charge or other security is on terms that (i) CAFFIL shall not have any rights to assign, charge or grant any security over such
rights to any other person (other than to BpiFAE pursuant to and in accordance with the BpiFAE Enhanced Guarantee) without the
prior written consent of the Borrower, (ii) CAFFIL shall only be entitled to enforce its rights


 






    75


     


    

 


under such assignment, charge or
other security without the prior written consent of the Borrower if at that time it remains an Affiliate of SFIL, (iii) prior to
any enforcement such assignment, charge or other security, the Borrower and the Facility Agent shall continue to deal solely and
directly with SFIL in connection with its rights and obligations as Lender under this Agreement and other Loan Documents (subject
to any payment instructions given by SFIL), (iv) for the avoidance of doubt, the Borrower’s rights and obligations under
this Agreement shall not be increased or affected (including, without limitation, the right to pay Fixed Rate under Section 3.3.1)
as a result of such assignment, charge or security or any enforcement thereof, (v) the Borrower shall not be liable to pay any
amount under Sections 4.2(c), 4.3, 4.4, 4.5, 4.6 and 4.7 that is greater than the amount which it would have been required to pay
to SFIL had no such assignment, charge or other security been granted and (vi) without prejudice to SFIL’s obligations under
that Section, CAFFIL shall be bound by the confidentiality provisions set forth in Section 11.15. in relation to any information
to which it applies to the same extent as required of the Lenders. For the avoidance of doubt: (A) if CAFFIL becomes a Lender under
this Agreement in respect of any portion of the Loan following enforcement of any assignment, charge or other security granted
to it by SFIL pursuant to this Section 11.11.1(iv), it shall have the same rights to assign or transfer all or any fraction of
such portion of the Loan on and subject to the same terms and conditions as are set forth in this Agreement for assignments and
transfers by other Lenders and (B) CAFFIL may not enforce its rights under any such assignment, charge or other security by assigning
or transferring all or any fraction of SFIL’s portion of the Loan or any of its rights or obligations under this Agreement
or other Loan Documents except pursuant to an assignment or transfer to a commercial bank or other financial institution on and
subject to the same terms and conditions as are set forth in this Agreement for assignments and transfers by Lenders.


 


(v) No Lender may (notwithstanding
the foregoing clauses) assign or transfer any of its rights under this Agreement unless it has given prior written notification
of the transfer to BpiFAE and (if the Loan is accruing interest at the Fixed Rate) Natixis DAI and has obtained a prior written
consent from BpiFAE and Natixis DAI and any Assignee Lender (other than BpiFAE and CAFFIL as assignee of all or any of SFIL’s
rights as Lender following the enforcement of the security granted pursuant to paragraph (iv) of Section 11.11.1 in connection
with the BpiFAE Enhanced Guarantee, subject as provided in Section 11.11.1(iv)) is, if the Fixed Rate applies, eligible
to benefit from the Fixed Rate stabilisation. Any assignment or transfer shall comply with the terms of the BpiFAE Insurance Policy.


 


(vi) Nothing in this
Section 11.11.1 shall prejudice the right of the Lender to assign its rights under this Agreement to BpiFAE, if such assignment
is required to be made by that Lender to BpiFAE in accordance with the BpiFAE Insurance Policy or the BpiFAE Enhanced Guarantee
or, if the Lender is SFIL, to CAFFIL (but only if CAFFIL is, at that time, an Affiliate of SFIL) upon the enforcement of any security
granted pursuant, and subject to the provisions of paragraph (iv) of Section 11.11.1, in connection with the BpiFAE Enhanced Guarantee.


 


Each Person described
in the foregoing clauses as being the Person to whom such assignment or transfer is to be made, is hereinafter referred to as an
“Assignee Lender”. Assignments in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s
portion of the Loan and Commitment) (which assignment or transfer shall be of a constant, and not a varying, percentage of such
Lender’s portion of the Loan) are permitted; provided


 






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that the Borrower and the Facility Agent shall be entitled to
continue to deal solely and directly with such Lender in connection with the interests so assigned or transferred to an Assignee
Lender until:


 


		a)	written notice of such assignment or transfer, together with payment instructions, addresses and
related information with respect to such Assignee Lender, shall have been given to the Borrower and the Facility Agent by such
Lender and such Assignee Lender;



 


		b)	such Assignee Lender shall have executed and delivered to the Borrower and the Facility Agent a
Lender Assignment Agreement, accepted by the Facility Agent and any other agreements required by the Facility Agent or, if the
Fixed Rate applies, Natixis in connection therewith; and



 


		c)	the processing fees described below shall have been paid.



 


From and after the date that the Facility
Agent accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have been assigned or transferred to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and under the
other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned or transferred
by it, shall be released from its obligations hereunder and under the other Loan Documents, other than any obligations arising
prior to the effective date of such assignment. Except to the extent resulting from a subsequent change in law, in no event shall
the Borrower be required to pay to any Assignee Lender any amount under Sections 4.2(c), 4.3, 4.4, 4.5,
4.6 and 4.7 that is greater than the amount which it would have been required to pay had no such assignment been
made. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Facility Agent upon delivery of any Lender
Assignment Agreement in the amount of $5,000 (and shall also reimburse the Facility Agent and Natixis for any reasonable out-of-pocket
costs, including reasonable attorneys’ fees and expenses, incurred in connection with the assignment).


 


SECTION 11.11.2.
Participations. Any Lender may at any time sell to one or more commercial banks or other financial institutions (each of
such commercial banks and other financial institutions being herein called a “Participant”) participating interests
in its Loan; provided that:


 


		a)	no participation contemplated in this Section 11.11.2 shall relieve such Lender from its
obligations hereunder;



 


		b)	such Lender shall remain solely responsible for the performance of its obligations hereunder;



 


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



 


		d)	no Participant, unless such Participant
is an Affiliate of such Lender, shall be entitled to require such Lender to take or refrain from taking any action hereunder



 






    77


     


    

 


	 	 	or under any other Loan Document, except that such Lender may agree
with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described
in clauses (b) through (f) of Section 11.1;



 


		e)	the Borrower shall not be required to pay any amount under Sections 4.2(c), 4.3,
4.4, 4.5, 4.6 and 4.7 that is greater than the amount which it would have been required to pay had
no participating interest been sold; and



 


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



 


The Borrower acknowledges and agrees that
each Participant, for purposes of Sections 4.2(c), 4.3, 4.4, 4.5, 4.6 and clause (e)
of 7.1.1, shall be considered a Lender.


 


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


 


SECTION 11.11.4.
Rights of BpiFAE to payments. The Borrower acknowledges that, immediately upon any payment by BpiFAE (i) of any amounts
to a Lender under the BpiFAE Insurance Policy, BpiFAE will be automatically subrogated to the extent of such payment to the rights
of that Lender under the Loan Documents or (ii) of any amount under the BpiFAE Enhanced Guarantee and the enforcement of any related
security granted by SFIL to any of its Affiliates, which may benefit BpiFAE after payment by BpiFAE under the BpiFAE Enhanced Guarantee,
BpiFAE will be automatically entitled to receive the payments normally due to SFIL under the Loan Documents( but, for the avoidance
of doubt, such payments shall continue to be made by the Borrower to the Facility Agent in accordance with the provisions of Section
4.8 or any other relevant provisions of this Agreement, as applicable).


 


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


 






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SECTION
11.13. BpiFAE Insurance Policy.


 


SECTION 11.13.1.
Terms of BpiFAE Insurance Policy


 


		a)	The BpiFAE Insurance Policy will cover 100% of the Loan.



 


		b)	The BpiFAE Premium will equal 3% of the aggregate principal
amount of the Loan as at the Actual Delivery Date.



 


		c)	If, after the Actual Delivery Date, the Borrower prepays
all or part of the Loan in accordance with this Agreement, BpiFAE shall reimburse to the ECA Agent for the account of the Borrower
an amount equal to 80% of all or a corresponding proportion of the unexpired portion of the BpiFAE Premium, having regard to the
amount of the prepayment and the remaining term of the Loan, such amount to be calculated in accordance with the following formula:



 


R = P
x (1 – (1 / (1+3%)) x (N / (12 * 365)) x 80%


 


where:


 


“R”
means the amount of the refund;


 


“P”
means the amount of the prepayment;


 


“N”
means the number of days between the effective prepayment date and Final Maturity; and


 


P x (1
– (1 / (1+3%)) corresponds to the share of the financed BpiFAE Premium corresponding to P.


 


SECTION 11.13.2.
Obligations of the Borrower. Provided that the BpiFAE Insurance Policy complies with Section 11.13.1 and remains
in full force and effect, the Borrower shall pay the balance of the BpiFAE Premium calculated in accordance with Section 11.3.1(b)
and still owing to BpiFAE on the Actual Delivery Date to BpiFAE on the Actual Delivery Date by directing the Agent in the Loan
Request to pay the Additional Advance in respect of the BpiFAE Premium directly to BpiFAE.


 


SECTION 11.13.3.
Obligations of the ECA Agent and the Lenders.


 


		a)	Promptly upon receipt of the BpiFAE Insurance Policy from BpiFAE, the ECA Agent shall (subject
to any confidentiality undertakings given to BpiFAE by the ECA Agent pursuant to the terms of the BpiFAE Insurance Policy) send
a copy thereof to the Borrower.



 


		b)	The ECA Agent shall perform such acts or provide such information, which are, acting reasonably,
within its power so to perform or so to provide, as required by BpiFAE under the BpiFAE Insurance Policy as necessary to ensure
that the Lenders obtain the support of BpiFAE pursuant to the BpiFAE Insurance Policy.



 






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		c)	Each Lender will co-operate with the ECA Agent, the Facility Agent and each other Lender, and take
such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the BpiFAE Insurance Policy and
each Interest Stabilisation Agreement continues in full force and effect and shall indemnify and hold harmless each other Lender
in the event that the BpiFAE Insurance Policy or such Interest Stabilisation Agreement (as the case may be) does not continue in
full force and effect due to its gross negligence or willful default or due to a voluntary change in status which results in it
no longer being eligible for Fixed Rate interest stabilisation.



 


		d)	The ECA Agent, in conjunction with the Facility Agent, shall:



 


(i)         make
written requests to BpiFAE seeking a reimbursement of the BpiFAE Premium in the circumstances described in Section 11.13.1(c)
promptly after the relevant cancellation or prepayment and (subject to any confidentiality undertakings given to BpiFAE by the
ECA Agent pursuant to the terms of the BpiFAE Insurance Policy) provide a copy of the request to the Borrower;


 


(ii)        use
its reasonable endeavours to seek any reimbursement of the BpiFAE Premium to which the ECA Agent is entitled;


 


(iii)       pay
to the Borrower (in the same currency as the refund received from BpiFAE) the full amount of any reimbursement of the BpiFAE Premium
that the ECA Agent receives from BpiFAE within two (2) Business Days of receipt; and


 


(iv)       relay
the good faith concerns of the Borrower to BpiFAE regarding the amount of any reimbursement to which the ECA Agent is entitled,
it being agreed that the ECA Agent’s obligation shall be no greater than simply to pass on to BpiFAE the Borrower’s
concerns.


 


SECTION
11.14. Law and Jurisdiction


 


SECTION 11.14.1.
Governing Law. This Agreement and any non-contractual obligations arising out of or in respect of this Agreement shall in
all respects be governed by and interpreted in accordance with English Law.


 


SECTION 11.14.2.
Jurisdiction. For the exclusive benefit of the Facility Agent and the Lenders, the parties to this Agreement irrevocably
agree that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this
Agreement and that any proceedings may be brought in those courts. The Borrower irrevocably waives any objection which it may now
or in the future have to the laying of the venue of any proceedings in any court referred to in this Section, and any claim that
those proceedings have been brought in an inconvenient or inappropriate forum.


 


SECTION 11.14.3.
Alternative Jurisdiction. Nothing contained in this Section shall limit the right of the Facility Agent or the Lenders to
commence any proceedings against the Borrower in any other court of competent jurisdiction nor shall the commencement of any proceedings
against the Borrower in one or more jurisdictions


 






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preclude the commencement of any proceedings in any other jurisdiction, whether
concurrently or not.


 


SECTION 11.14.4.
Service of Process. Without prejudice to the right of the Facility Agent or the Lenders to use any other method of service
permitted by law, the Borrower irrevocably agrees that any writ, notice, judgment or other legal process shall be sufficiently
served on it if addressed to it and left at or sent by post to RCL Cruises Ltd., presently at Building 3, The Heights – Brooklands,
Weybridge, Surrey, KT13 ONY, Attention: General Counsel, and in that event shall be conclusively deemed to have been served at
the time of leaving or, if posted, at 9:00 am on the third Business Day after posting by prepaid first class registered post.


 


SECTION
11.15. Confidentiality. Each of the Facility Agent and the Lenders agrees to maintain and to cause its Affiliates to maintain
the confidentiality of all information provided to it by the Borrower or any Subsidiary of the Borrower, or by the Facility Agent
on the Borrower’s or such Subsidiary’s behalf, under this Agreement, and neither it nor any of its Affiliates shall
use any such information other than in connection with or in enforcement of this Agreement or in connection with other business
now or hereafter existing or contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was or
becomes generally available to the public other than as a result of disclosure by it or its Affiliates or their respective directors,
officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower
or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from disclosing such information by a legal,
contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided, however, that it may disclose
such information (A) at the request or pursuant to any requirement of any self-regulatory body, governmental body, agency or official
to which the Facility Agent, any Lender or any of their respective Affiliates is subject or in connection with an examination of
the Facility Agent, such Lender or any of their respective Affiliates by any such authority or body, including without limitation
the Republic of France and any French Authority; (B) pursuant to subpoena or other court process; (C) when required to do so in
accordance with the provisions of any applicable requirement of law; (D) to the extent reasonably required in connection with any
litigation or proceeding to which the Facility Agent, any Lender or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder; (F) to the Facility Agent or such Lender’s independent
auditors, counsel, and any other professional advisors of the Facility Agent or such Lender who are advised of the confidentiality
of such information; (G) to any participant or assignee, provided that such Person agrees to keep such information confidential
to the same extent required of the Facility Agent and the Lenders hereunder; (H) as to the Facility Agent, any Lender or their
respective Affiliates, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which
the Borrower or any Subsidiary is party with the Facility Agent, such Lender or such Affiliate; (I) to its Affiliates and its Affiliates’
directors, officers, employees, professional advisors and agents, provided that each such Affiliate, director, officer,
employee, professional advisor or agent shall keep such information confidential to the same extent required of the Facility Agent
and the Lenders hereunder; (J) to any other party to the Agreement and (K) to the French Authorities and any Person to whom information
is required to be disclosed by the French Authorities. Each of the Facility Agent and the Lenders shall be responsible for any
breach of this Section 11.15


 






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by any of its Affiliates or any of its or its Affiliates’ directors, officers, employees,
professional advisors and agents.


 


SECTION
11.16. French Authority Requirements. The Borrower acknowledges that:


 


		a)	the Republic of France and any French Authority or any authorised representatives specified by
these bodies shall be authorised at any time to inspect and make or demand copies of the records, accounts, documents and other
deeds of any or all of the Lenders relating to this Agreement;



 


		b)	in the course of its activity as the Facility Agent, the Facility Agent may:



 


		(i)	provide the Republic of France and any French Authority
with information concerning the transactions to be handled by it under this Agreement; and



 


		(ii)	disclose information concerning the subsidized transaction
contemplated by this Agreement in the context of internationally agreed consultation/notification proceedings and statutory specifications,
including information received from the Lenders relating to this Agreement.



 


SECTION
11.17. Waiver of immunity. To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of
any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its assets, the Borrower hereby irrevocably waives such immunity in respect of
its obligations under this Agreement and the other Loan Documents.


 


SECTION 11.18. Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


		a)	the application of any Write-Down and Conversion Powers by a Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and



 


		b)	the effects of any Bail-in Action on any such liability, including, if applicable:



 


		(i)	a reduction in full or in part or cancellation of any such liability;



 


		(ii)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership 



 






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	 	 	will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or



 


		(iii)	the variation of the terms of such liability in connection with the exercise of the write-down
and conversion powers of any Resolution Authority.



 






    83


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Hull No. A35 Credit Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 
	 	By	                    	   
	 	Name:
	 	Title:




 


	 	Address:	1050 Caribbean Way
	 	 	Miami, Florida 33132
	 	Facsimile No.:	(305) 539-0562
	 	Email:	agibson@rccl.com
	 	 	bstein@rccl.com
	 	Attention:	Vice President, Treasurer
	 	With a copy to: 	General Counsel




 






    84


     


    

 


	 	CITIBANK EUROPE PLC as Lender
	 	 
	Commitment	 
	 	 
	15% of the Maximum 	By 	          	 
	Loan Amount	Name:
	 	Title:



 


	 	1 North Wall Quay
	 	Dublin 1
	 	D01T8Y1
	 	Ireland
	 	 
	 	Attention:	 Wei-Fong Chan
	 	 	Kara Catt
	 	 	Romina Coates
	 	 	Antoine Paycha
	 	 	 
	 	Fax No:	+44 20 7986 4881
	 	Tel No:	+44 20 7986 3036 /
	 	 	+44 20 7508 0344 /
	 	 	+44 20 7986 4824 /
	 	 	+44 20 7500 0907
	 	 	 
	 	E-mail:
	 	weifong.chan@citi.com
	 	kara.catt@citi.com
	 	romina.coates@citi.com
	 	antoine.paycha@citi.com





 






    85


     


    

 


HSBC FRANCE as Lender


 





	Commitment	 
	 	 
	15%
    of the Maximum	By 	                 	 
	Loan
    Amount	Name:
	 	Title: 



 


	 	HSBC
    France – Global Banking Agency Operations (GBAO) Transaction Manager Unit
	 	103
    avenue des Champs Elysées
	 	75008
    Paris
	 	France
	 	 
	 	Attention:
	 	 	Florencia
    Thomas
	 	 	Alexandra
    Penda
	 	 
	 	Fax
    No:	+33
    1 40 70 28 80
	 	Tel
    No:	+33
    1 40 70 73 81 /
	 	 	+33
    1 41 02 67 50
	 	 
	 	Email:	florencia.thomas@hsbc.fr
	 	 	alexandra.penda@hsbc.fr
	 	 
	 	Copy
    to:
	 	 
	 	HSBC
    France
	 	103
    avenue des Champs Elysées
	 	75008
    Paris
	 	France
	 	 
	 	Attention:
    	Julie
    Bellais
	 	 	Celine
    Karsenty
	 	 
	 	Fax
    No: 	+33
    1 40 70 78 93
	 	Tel
    No: 	+33
    1 40 70 28 59 /
	 	 	+
    33 1 40 70 22 97
	 	 
	 	Email:	julie.bellais@hsbc.fr
	 	 	celine.karesenty@hsbc.fr




 








    86


     


    

 





	 	BANCO
    SANTANDER S.A. as Lender
	 	 
	Commitment	 
	 	 
	13%
    of the Maximum	By 	                       	 
	Loan
    Amount	Name:
	 	Title:
	 	 



 


	 	Ciudad
    Grupo Santander.
	 	Avda.
    Cantabria s/n 28660
	 	Boadilla
    del Monte
	 	SPAIN
	 	 
	 	For
    Operational / Servicing matters
	 	Attention:
    	José
    Manuel Herrero
	 	 	Ana
    Sanz Gómez
	 	 	Carmen
    Molina Rodes
	 	Tel
    No: 	+91
    2573221 /
	 	 	+91
    2891790 /
	 	 	+91
    1752530
	 	Email:
	 	sindicadossan@gruposantander.com
	 	josema.herrero@gruposantander.com
	 	anasanz@gruposantander.com
	 	cmolinar@gruposantander.com
	 	 
	 	For
    Credit matters 
	 	Attention:
    	Elise
    Regnault
	 	Tel
    No: 	+34
    91 289 3722 /
	 	 	+34
    615 90 2718
	 	Email:
	 	elise.regnault@gruposantander.com
	 	 
	 	Attention:
    	Angela
    Rabanal
	 	Tel
    No: 	+1
    212 297 2942
	 	Email:
    	arabanal@santander.us
	 	 
	 	Attention:
    	Ecaterina
    Mucuta
	 	Tel
    No: 	+33
    1 53 53 70 46 /
	 	 	+33
    7 76 04 97 30
	 	Email:
	 	ecaterina.mucuta@gruposantander.com







 






    87


     


    

 





	 	BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
PARIS BRANCH as Lender
	 	 
	Commitment	 
	 	 
	13% of the Maximum	By	                  	 
	Loan Amount	Name:
	 	Title:
	 	 



 


	 	29 avenue de l'Opéra
	 	75001 Paris
	 	France
	 	 
	 	Attention: 	David Albagli
	 	 	Alessandro Aiello
	 	 	Laura Luca de Tena
	 	 	Natalia Herzner
	 	 	Shirin Arabsolghar
	 	 
	 	Fax No: 	+33 1 44 86 84 45
	 	Tel No:	 +39 02 76296 246 /
	 	 	+33 1 44 86 83 21
	 	 
	 	Email: 	david.albagli@bbva.com
	 	 	laura.luca@bbva.com
	 	 	 alessandro.aiello@bbva.com
	 	 	natalia.herzner@bbva.com
	 	 	shirin.arabsolghar@bbva.com
	 	 	 











    88


     


    

 


	 	BNP PARIBAS SA as Lender
	 	 
	Commitment	 
	 	 
	13%
    of the Maximum	By	             	 
	Loan Amount	Name:
	 	Title:
	 	 



 


	 	16 Boulevard
    des Italiens
	 	75009
    Paris
	 	France
	 	 
	 	For
    Operational / Servicing matters
	 	Attention :
    	Thierry ANEZO
	 	 
	 	Tel No: 	+33 1 43 16 81 57
	 	Email:
	 	Thierry.anezo@bnpparibas.com
	 	 
	 	Attention :	Estelle FARNY
	 	Tel No :	+33 1 40 14 59 84
	 	Email : 	Estelle.farny@bnpparibas.com
	 	 
	 	For
    Credit matters 
	 	 
	 	Attention: 	Mauricio GONZALEZ
	 	Fax No : 	+1 212 841 2421
	 	Tel No : 	+1 212 841 3888
	 	Email :
    mauricio.gonzalez@us.bnpparibas.com
	 	 
	 	Attention :
    	Alexandre DE VATHAIRE
	 	Fax No: 	+33 1 42 98 13 15
	 	Tel No: 	+33 1 42 98 00 29
	 	Email :
	 	alexandre.devathaire@bnpparibas.com




 






    89


     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED, PARIS
	 	BRANCH as Lender
	 	 
	Commitment	 
	13% of the Maximum
Loan Amount    	By	                                  	 
	 	Name:
	 	Title:
	 	 
	 	1/3/5 rue Paul Cézanne
	 	75008 Paris
	 	France



 


	 	For Operational
    / Servicing matters
	 	PRIMARY CONTACT
	 	Attention:	European Loan Operations
	 	Address: 	Sumitomo Mitsui Banking Corporation Europe Limited
	 	 	99 Queen Victoria Street
	 	 	London EC4V 4EH
	 	 	United Kingdom 
	 	Fax No: 	+44 20 7786 1569
	 	Tel No:	+44 20 7786 1789 / 1588
	 	Email: 
	 	GBLOOADLOANELO@gb.smbcgroup.com
	 	Note: notices to
    be sent by Fax only
	 	 
	 	SECONDARY CONTACT
	 	Attention:	Guillaume Branco / Helene Ly
	 	Address: 	Transportation Department - Maritime
	 	 	1/3/5 rue Paul Cézanne
	 	 	75008 Paris
	 	 	France
	 	Tel No:	+33 1 44 90 48 71 /
	 	 	+33 1 44 90 48 76
	 	Email:
	 	guillaume_branco@fr.smbcgroup.com
	 	helene_ly@fr.smbcgroup.com
	 	 
	 	For Credit matters
	 	Attention:	Guillaume Branco
	 	 	Helene Ly                
	 	 	Hervé Billi



 






    90


     


    

 


	 	 	Claire Lucien                     
	 	Fax No:	+33 1 44 90 48 01
	 	Tel No:	+33 1 44 90 48 71 /
	 	 	+33 1 44 90 48 76 /
	 	 	+33 1 44 90 48 48 /
	 	 	+33 1 44 90 48 49
	 	 
	 	Email:
	 	guillaume_branco@fr.smbcgroup.com
	 	helene_ly@fr.smbcgroup.com
	 	FRPAGTFD@fr.smbcgroup.com




 






    91


     


    

 


	 	SOCIÉTÉ GÉNÉRALE as Lender
	 	 
	Commitment	 
	 	 
	13% of the Maximum
Loan Amount    	By	                                   	 
	 	Name:
	 	Title:
	 	 



 


	 	29 Boulevard Haussmann
	 	75009 Paris
	 	France
	 	 
	 	For Credit Matters
	 	 
	 	Attention:	Patricia SACCO  
	 	 	Muriel BAUMANN
	 	Address:	189, rue d’Aubervilliers
	 	 	75886 Paris
	 	 	CEDEX 18
	 	 	OPER/FIN/SMO/EXT
	 	Tel No:	+33 1 42 14 58 15 /
	 	 	+33 1 58 98 22 76
	 	Email:	patricia.sacco@sgcib.com
	 	 	muriel.baumann@sgcib.com
	 	 
	 	For Operational
    Matters
	 	Attention:	Paul Rousseau
	 	Address:	189, rue d’Aubervilliers
	 	 	75886 Paris
	 	 	CEDEX 18
	 	 	OPER/FIN/STR/DMT6
	 	Tel No:	+33 1 58 98 50 93
	 	Email:	par-oper-caf-dmt6@sgcib.com




 






    92


     


    




 


	 	UNICREDIT
    BANK AG as Lender
	 	 	                                                                 
	 	 	 
	 	 	 
	Commitment	 	 
	 	 	 
	5% of the
    Maximum Loan Amount 	By	          	 
	 	Name:
	 	Title:
	 	 	 
	 	 	 
	 	 	 



 


	 	Arabellastrasse
    12
	 	81925
    Munich
	 	Germany
	 	 	 
	 	For
    Credit matters
	 	Attention:	Thomas Stuhrmann
    /
	 	 	Burcu Arslan
	 	Tel No:	+49 89 378 25693
    / 25207
	 	Email:	 
	 	thomas.stuhrmann@unicredit.de

    Burcu.arslan@unicredit.de
	 	 	 
	 	For
    Operational matters
	 	Attention:	Agnieszka Karolina
    Starska / 
	 	 	Manuela Zuddas /
	 	 	Michele Angelo Pappalettera
	 	 	 
	 	Tel No:	+39 0288 629 985
	 	Email:	 
	 	munich_buyerscredit.uc@unicredit.eu


 






    93


     


    

 


	 	CITIBANK
    N.A., LONDON BRANCH as Global Coordinator
	 	 	 
	 	 	 
	 	By	                	 
	 	Name:
	 	Title:
	 	 	 
	 	 	 
	 	 	 



 


	 	Citigroup
    Centre
	 	Canada
    Square
	 	London
    E14 5LB
	 	United
    Kingdom
	 	 	 
	 	Attention:	Wei-Fong Chan
	 	 	Kara Catt
	 	 	Romina Coates 
	 	 	Antoine Paycha
	 	 	
	 	 	
	 	Fax No:	+44 20 7986 4881
	 	Tel No:	+44 20 7986 3036 /
	 	 	+44 20 7508 0344 /
	 	 	+44 20 7986 4824 /
	 	 	+44 20 7500 0907
	 	 	
	 	E-mail:	 
	 	weifong.chan@citi.com
    
	 	kara.catt@citi.com
	 	romina.coates@citi.com
	 	antoine.paycha@citi.com


 






    94


     


    

 


	 	HSBC
    FRANCE as ECA Agent
	 	 	 
	 	 	 
	 	By	                      	 
	 	Name:
	 	Title:
	 	 	 



 


	 	HSBC France
    – Global Banking Agency 

    Operations (GBAO) Transaction Manager Unit
	 	103 avenue
    des Champs Elysées
	 	75008 Paris
	 	France
	 	 
	 	Attention:	Florencia
    Thomas
	 	 	Alexandra Penda
	 	 	 
	 	Fax No:	+33 1 40 70 28 80
	 	Tel No:	+33 1 40 70 73 81
    /
	 	 	+33 1 41 02 67 50
	 	 	 
	 	Email:	florencia.thomas@hsbc.fr
	 	 	alexandra.penda@hsbc.fr
	 	 	 
	 	Copy to:	 
	 	 	 
	 	HSBC France
	 	103 avenue
    des Champs Elysées
	 	75008 Paris
	 	France	 
	 	 	 
	 	Attention:	Julie Bellais
	 	 	Celine Karsenty
	 	 	 
	 	Fax No: 	+33 1 40 70 78 93
	 	Tel No:	+33 1 40 70 28 59
    /
	 	 	+ 33 1 40 70 22
    97
	 	 	 
	 	Email:	julie.bellais@hsbc.fr

    celine.karesenty@hsbc.fr


 






    95


     


    

 


	 	CITIBANK
    EUROPE PLC, UK BRANCH as Facility Agent 
	 	 	 
	 	 	 
	 	 	 
	 	By	                  	 
	 	Name:
	 	Title:
	 	 	 
	 	 	 
	 	 	 



 


	 	5th
    Floor Citigroup Centre 
	 	Mail
    drop CGC2 05-65
	 	25 Canada
    Square Canary Wharf
	 	London
    E14 5LB
	 	U.K.	 
	 	 	 
	 	Fax no.:	+44 20 7492 3980
	 	 	 
	 	Attention:	EMEA Loans Agency


 






    96


     


    

 





EXHIBIT
A


 


FORM
OF LOAN REQUEST


 


Citibank
Europe plc, UK Branch as Facility Agent


[l]


 


 


	Attention:	[Name]

                                         [Title]



 


HULL
NO. A35 – NOTICE OF DRAWDOWN


 


Gentlemen
and Ladies:


 


This
Loan Request is delivered to you pursuant to Section 2.3 of the Hull No. A35 Credit Agreement attached to the novation
agreement dated [l]
2019 (together with all amendments, if any, from time to time made thereto, the “Novation Agreement”), among
Palmeraie Finance Limited as existing borrower, Royal Caribbean Cruises Ltd. (the “Borrower”), the various
other financial institutions from time to time party thereto as Lenders, Citibank Europe plc, UK Branch as facility agent (in
such capacity, the “Facility Agent”), Citibank N.A., London Branch as global coordinator, HSBC France as ECA
agent, Citicorp Trustee Company Limited as security trustee, Citibank Europe plc, HSBC France, Banco Santander S.A., Banco Bilbao
Vizcaya Argentaria, Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe Limited, Société Générale
and Unicredit Bank AG as mandated lead arrangers and Palmeraie Finance Limited as the existing borrower. Unless otherwise defined
herein or the context otherwise requires, terms used herein have the meanings provided in the Novation Agreement or in the form
of amended and restated credit agreement (the “Agreement”) attached to it.


 


The
Borrower hereby requests that further advances in respect of the Loan be made in the principal amount of US$ [l]
on [l],
20[l],
which amount (when aggregated with the Novated Loan Balance) does not exceed the Maximum Loan Amount. The said amounts requested
for the Loan are:


 


(A)
to the extent of the amount of US$[l],
equal to the US Dollar Equivalent of the amount of EUR [l]
equal to 100% of the BpiFAE Premium; and


 


(B)
to the extent of US$[l],
equal to the US Dollar Equivalent of the amount of EUR [l]
being no more than 80% of the incurred Non-Yard Costs and the Other Basic Contract Price Increases.


 


True
and complete copies of the counterparty confirmations evidencing the rates of exchange making up the US Dollar Equivalent under
(B) in the preceding paragraph are attached (to the extent not previously provided to the Facility Agent pursuant to clause 5.6
of the Novation Agreement). Also attached is the written confirmation of the Builder as to the amount of the incurred Non-Yard
Costs and the Other Basic Contract Price Increases paid or payable to the Builder by the Borrower on or prior to delivery of the
Purchased Vessel.


 






    1


     


    

 


Please
wire transfer the proceeds of the Loan as follows:


 


	(i)	US$[l]
                                         (being the amount requested under (B) above) to [BORROWER ACCOUNT]; and



 


	(ii)	US$[l]
                                         (being the amount requested under (A) above) to be disbursed by the Facility Agent in
                                         accordance with paragraphs (1) and (2) below.



 


The
Borrower hereby authorizes and instructs the Facility Agent on its behalf to convert the US Dollar BpiFAE Advance Amount (as defined,
and on the basis set out, in Section 2.3(d) of the Agreement) and pay directly to BpiFAE that portion of the EUR amount of the
BpiFAE Premium which is payable to BpiFAE on the Actual Delivery Date.


 


The
Borrower hereby acknowledges that, pursuant to Section 5.1.5 of the Agreement, each of the delivery of this Loan Request
and the acceptance by the Borrower of the proceeds of the borrowing requested hereby constitute a representation and warranty
by the Borrower that, on the date of such borrowing (before and after giving effect thereto and to the application of the proceeds
therefrom), all statements set forth in Article VI of the Agreement (excluding, however, those set forth in Section
6.10) are true and correct in all material respects.


 


The
Borrower agrees that if prior to the time of the borrowing requested hereby any matter certified to herein by it will not be true
and correct at such time as if then made, it will immediately so notify the Facility Agent. Except to the extent, if any, that
prior to the time of the borrowing requested hereby the Facility Agent shall receive written notice to the contrary from the Borrower,
each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such borrowing as
if then made.


 


The
Borrower has caused this Loan Request to be executed and delivered, and the certification and warranties contained herein to be
made, by its duly Authorized Officer this                 day
of                               ,
20[l].


 


	 	Royal Caribbean Cruises Ltd.
	 	 
	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:




 






    2


     


    






 


Subject
to Opinion Committee Review


 





	To
                                         the Lenders party to the Credit Agreement referred to below, to Citibank Europe plc,
                                         UK Branch as Facility Agent and to Citicorp Trustee Company Limited as Security Trustee

                                             

                                            The
                                         other Finance Parties (as defined below)
	 
	 	 
	 	 
		 
	Our reference: 01474.50107/US/80698408v3	 



 


 


 


[●],
2019


 


 


Royal
Caribbean Cruises Ltd.


 


Ladies
and Gentlemen:


 


We
have acted as legal counsel on matters of Liberian law to Royal Caribbean Cruises Ltd., a Liberian corporation (the “Borrower”),
in connection with a Hull No. A35 Credit Agreement dated [●], 2019 as novated, amended and restated as of [●], 2019,
by the Novation Agreement (as defined below) (the “Credit Agreement”) and made between (1) the Borrower, (2)
the Lenders (as defined therein) as several lenders (the “Lenders”), (3) Citibank Europe plc, UK Branch as
facility agent (the “Facility Agent”), (4) Citibank N.A., London Branch as global coordinator (the “Global
Coordinator”), (5) HSBC France as ECA Agent (the “ECA Agent”), and (6) Citibank Europe plc, HSBC
France, Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria, Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation
Europe Limited, Société Générale and Unicredit Bank AG as mandated lead arrangers (the “Mandated
Lead Arrangers”), in respect of a loan facility in an amount not to exceed the US Dollar Equivalent of €1,284,204,000.


 


We
have also acted as legal counsel on matters of Liberian law to the Borrower in connection with a Novation Agreement dated [●],
2019 (the “Novation Agreement”) to which the Credit Agreement is scheduled and made between the parties to
the Credit Agreement, Citicorp Trustee Company Limited as security trustee (the “Security Trustee” and together
with the Lenders, the Facility Agent, the Global Coordinator, the ECA Agent and the Mandated Lead Arrangers, the “Finance
Parties”), and Palmeraie Finance Limited, a Cayman Islands exempted company.


 


This
opinion is furnished to the addressees pursuant to Section 5.1.2.a of the Credit Agreement. Terms defined in the Credit Agreement
shall have the same meaning when used herein.


 


In
rendering this opinion we have examined an executed copy of the Novation Agreement (the Novation Agreement and the Credit Agreement
as novated, amended and restated by the Novation Agreement, together the “Documents”).


 


We
have also examined originals or photostatic copies or certified copies of all such agreements and other instruments, certificates
by public officials and certificates of officers of the Borrower as are relevant and necessary and relevant corporate authorities
of the Borrower. We have assumed with your approval, the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the original documents of all documents submitted to us as copies, the power, authority
and legal right of the parties to the Documents other than the Borrower to enter into and perform their


 






    	 	 	 



     


    

 


respective
obligations under the Documents, and the due authorization of the execution of the Novation Agreement by all parties thereto other
than the Borrower. We have also assumed that (i) the Borrower does not have its management and control in Liberia, or undertake
any business activity or operations in Liberia, and (ii) less than a majority of the direct or indirect shareholders of the Borrower
by vote or value are resident in Liberia. We have further assumed the validity and enforceability of the Documents under all applicable
laws other than the law of the Republic of Liberia.


 


As
to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon certificates
of public officials and of officers or representatives of the Borrower.


 


We
are attorneys admitted to practice in the State of New York and do not purport to be experts in the laws of any other jurisdiction.
Insofar as our opinion relates to the law of the Republic of Liberia, we have relied on opinions of counsel in Liberia rendered
in transactions which we consider to afford a satisfactory basis for such opinion, and upon our independent examinations of the
Liberian Corporation Act of 1948 (Chapter 1 of Title 4 of the Liberian Code of Laws of 1956, effective March 1, 1958 as amended
to July, 1973), the Liberian Business Corporation Act of 1976 (Title 5 of the Liberian Code of Laws Revised of 1976, effective
January 3, 1977 as amended) (the “Business Corporation Act”), the Liberian Maritime Law (Title 21 of the Liberian
Code of Laws of 1956 as amended), the Revenue Code of Liberia (2000) as amended by the Consolidated Tax Amendments Act of 2011,
and the Liberian Commercial Code of 2010, made available to us by Liberian Corporation Services, Inc. and the Liberian International
Ship & Corporate Registry, LLC, and our knowledge and interpretation of analogous laws in the United States. In rendering
our opinion as to the valid existence in good standing of the Borrower, we have relied on a Certificate of Goodstanding issued
by order of the Minister of Foreign Affairs of the Republic of Liberia on [●].


 


This
opinion is limited to the law of the Republic of Liberia. We express no opinion as to the laws of any other jurisdiction.


 


Based
upon and subject to the foregoing and having regard to the legal considerations which we deem relevant, we are of the opinion
that:


 


	1.	The
                                         Borrower is a corporation duly incorporated, validly existing under the Business Corporation
                                         Act and in good standing under the law of the Republic of Liberia;



 


	2.	The
                                         Borrower has full right, power and authority to enter into, execute and deliver the Novation
                                         Agreement and to perform each and all of its obligations under the Documents;



 


	3.	The
                                         Novation Agreement has been executed and delivered by a duly authorized signatory of
                                         the Borrower;



 


	4.	Each
                                         of the Documents constitutes the legal, valid and binding obligations of the Borrower,
                                         enforceable against the Borrower in accordance with its terms;



 


	5.	Neither
                                         the execution nor delivery of the Novation Agreement, nor the transactions contemplated
                                         in the Documents, nor compliance with the terms and conditions thereof, will contravene
                                         any provisions of Liberian law or violate any provisions of the Articles of Incorporation
                                         (inclusive of any articles of amendment thereto) or the Bylaws of the Borrower;



 






    	 	 	 



     


    

 


	6.	No
                                         consent or approval of, or exemption by, any Liberian governmental or public bodies and
                                         authorities are required in connection with the execution and delivery by the Borrower
                                         of the Novation Agreement;



 


	7.	It
                                         is not necessary to file, record or register any of the Documents or any instrument relating
                                         thereto or effect any other official action in any public office or elsewhere in the
                                         Republic of Liberia to render any such document enforceable against the Borrower;



 


	8.	Assuming
                                         the Novation Agreement has not been executed in the Republic of Liberia, no stamp or
                                         registration or similar taxes or charges are payable in the Republic of Liberia in respect
                                         of the Documents or the enforcement thereof in the courts of Liberia other than customary
                                         court fees payable in litigation in the courts of Liberia;



 


	9.	The
                                         Borrower is not required or entitled under any existing applicable law or regulation
                                         of the Republic of Liberia to make any withholding or deduction in respect of any tax
                                         or otherwise from any payment which it is or may be required to make under any of the
                                         Documents;



 


	10.	Assuming
                                         that the shares of the Borrower are not owned, directly or indirectly, by the Republic
                                         of Liberia or any other sovereign under Liberian law, neither the Borrower nor the property
                                         or assets of the Borrower is immune from the institution of legal proceedings or the
                                         obtaining or execution of a judgment in the Republic of Liberia;



 


	11.	Under
                                         Liberian law the choice by the Borrower of English law to govern each of the Documents
                                         is a valid choice of law and the irrevocable submission thereunder by the Borrower to
                                         the jurisdiction of the courts of England is a valid submission to such courts;



 


	12.	None
                                         of the Finance Parties will be deemed to be resident, domiciled or carrying on business
                                         in the Republic of Liberia solely by reason of the execution of the Novation Agreement
                                         or performance or enforcement of the Documents; and



 


	13.	Assuming
                                         none of the Finance Parties is doing business in the Republic of Liberia, it is not necessary
                                         under Liberian Law that any of the Finance Parties be licensed, qualified or otherwise
                                         registered in the Republic of Liberia in order to enforce their rights under the Documents.



 


We
qualify our opinion to the extent that (i) the enforceability of the rights and remedies provided for in the Documents (a) may
be limited by bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting generally the enforcement of
creditors’ rights and (b) is subject to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), including application by a court of competent jurisdiction of principles of good faith,
fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy or similar principles,
and (ii) while there is nothing in the law of the Republic of Liberia that prohibits a Liberian corporation from submitting to
the jurisdiction of a forum other than the Republic of Liberia, the enforceability of such submission to jurisdiction provisions
is not dependent upon Liberian law and such provisions may not be enforceable under the law of a particular jurisdiction.


 


A
copy of this opinion letter may be delivered by any of you to any Person that becomes a Finance Party in accordance with the provisions
of the Credit Agreement and to BpiFrance Assurance Export (“BpiFAE”), SFIL and Caisse Française
de Financement Local (“CAFFIL”). Any such Finance Party, BpiFAE, SFIL and CAFFIL may


 






    	 	 	 



     


    

 


rely
on the opinions expressed above as if this opinion letter were addressed and delivered to such Finance Party, BpiFAE, SFIL and
CAFFIL on the date hereof.


 


This
opinion may not be disclosed to any person other than: (a) those Persons (such as auditors or regulatory authorities) who, in
the ordinary course of business of the Finance Parties, BpiFAE, SFIL and CAFFIL have access to their papers and records or are
entitled by law to see them, (b) those Persons who are considering becoming Lenders and/or sub-participants, (c) any affiliates
of any of the Finance Parties, BpiFAE, SFIL or CAFFIL and the officers, directors, employees and professional advisers of such
affiliate, (d) to any judicial authority in connection with judicial proceedings, (e) any insurer, reinsurer or risk mitigation
provider of any of the Finance Parties, BpiFAE, SFIL or CAFFIL, and (f) the officers, directors, employees and professional advisers
of any of the Finance Parties, BpiFAE, SFIL and CAFFIL,


 


on
the basis that (i) such disclosure is made solely to enable any such Person to be informed that an opinion has been given and
to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any Person
to whom such disclosure is made and (iii) such Person agrees not to further disclose this opinion or its contents to any other
Person, other than as permitted above, without our prior written consent.


 


This
opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you or any other Lender who
is permitted to rely on the opinion expressed herein as specified in the next preceding paragraph of any development or circumstance
of any kind including any change of law or fact that may occur after the date of this opinion letter even though such development,
circumstance or change may affect the legal analysis, a legal conclusion or any other matter set forth in or relating to this
opinion letter. Accordingly, any of the Finance Parties, BpiFAE, SFIL or CAFFIL relying on this opinion letter at any time should
seek advice of its counsel as to the proper application of this opinion letter at such time.


 


Very
truly yours,


 


Watson
Farley & Williams LLP


 






    	 	 	 



     


    






 


		 
	 	 
	[l]	Norton
    Rose Fulbright LLP
		3
    More London Riverside
	To the Lenders party to the Credit Agreement referred	London
    SE1 2AQ
	to below and to Citibank Europe plc, UK Branch	United
    Kingdom
	as Facility Agent	 
	 	Tel         +44
    20 7283 6000
	 	Fax         +44
    20 7283 6500
	 	DX
    85 London
	 	nortonrosefulbright.com
	 	 
	 	Direct
    line
	 	+44
    20 7444 3436
	 	 
	 	Email
	 	Simon.Hartley@nortonrosefulbright.com
	 	 
	 	Your
    reference	Our
    reference
	 	 	SRH/LN87653




 


 


 


 


Dear Sirs


 


Oasis
6


 


In accordance with section 5.1.2(b) of
the Credit Agreement (as hereinafter defined), please find enclosed our opinion in relation to the English law documents involved
in this transaction.


 


Yours faithfully


 


 


 


 


 


Norton Rose Fulbright LLP


 






    	 	 	 



     


    




 


	 	1	Background



 


	1.1	This opinion is given at the request of our client Citibank Europe plc, UK Branch (the Facility
Agent) in relation to the English law aspects of a loan transaction (the Transaction) by which certain banks party thereto
as lenders (the Lenders) have made available a credit facility of the USD equivalent of up to EUR 1,284,204,000 to Royal
Caribbean Cruises Ltd. as borrower (the Company) pursuant to a Credit Agreement (as defined in the Schedule).



 


	1.2	We have acted as English legal advisers to the Facility Agent and the Lenders in relation to the
Transaction.



 


	1.1	We have examined the following copy documents relating to the Transaction:



 


		(a)	the loan documents governed by English law described in part 1 of the Schedule (the English
Financing Documents); and



 


		(b)	the security document governed by English law described in part 2 of the Schedule (the English
Security Document).



 


	1.2	In this opinion, the English Financing Documents and the English Security Documents are referred
to as the English Documents.



 


	1.3	For the purpose of giving this opinion, we have examined no other documents and have undertaken
no other enquiries.



 


	1.4	Our opinions are given in part 2. Part 3 explains their scope, part 4 describes the assumptions
on which they are made and part 5 contains the qualifications to which they are subject.



 






    	 	 	 



     


    

 


		2	Opinions



 


			Based on, and subject to, the other provisions of this
opinion, we are of the following opinions:



 


			Effect of the English Documents



 


	2.1	The obligations which the Company is expressed to assume in each English Document constitute its
legal, valid, binding and enforceable obligations



 


	2.2	If the English Security Document is expressed to create a charge over assets of the Company, that
charge is (subject to its terms) effective to the extent that the assets concerned are beneficially owned by the Company at the
time the charge is created. To the extent they are not, that charge will (subject to its terms) become effective if and when the
assets concerned become beneficially owned by that Company.



 


	2.3	The effectiveness or admissibility in evidence of the English Documents is not dependent on:



 


		(a)	any registrations, filings, notarisations or similar actions; or



 


		(b)	any consents, authorisations, licences or approvals of general application from governmental, judicial
or public bodies.



 


Stamp duty on the English
Documents


 


	2.4	No stamp, registration or similar duty or tax is payable in respect of the creation of any English
Document.



 


Choice of law and jurisdiction


 


	2.5	The choice of English law to govern the English Documents and any non-contractual obligations connected
to the English Documents is effective.



 


	2.6	The agreement by the Company in an English Document that the English courts have jurisdiction in
respect of that document or any non-contractual obligations connected to that document is effective.



 






    	 	 	 



     


    

 


		3	Scope



 


	3.1	This opinion and any non-contractual obligations connected with it are governed by English law
and are subject to the exclusive jurisdiction of the English courts.



 


	3.2	This opinion is given only in relation to English law as it is understood at the date of this opinion.
We have no duty to keep you informed of subsequent developments which might affect this opinion.



 


	3.3	If a question arises in relation to a cross-border transaction, it may not be the English courts
which decide that question and English law may not be used to settle it.



 


	3.4	We express no opinion on, and have taken no account of, the laws of any jurisdiction other than
England. In particular, we express no opinion on the effect of documents governed by laws other than English law.



 


	3.5	We express no opinion on matters of fact.



 


	3.6	Our opinion is limited to the matters expressly stated in part 2, and it is not to be extended
by implication. In particular, we express no opinion on the accuracy of the assumptions contained in part 4. Each statement which
has the effect of limiting our opinion is independent of any other such statement and is not to be impliedly restricted by it.
Paragraph headings are to be ignored when construing this opinion.



 


	3.7	Our opinion is given solely for the benefit of the Facility Agent and the Lenders from time to
time (as that expression is defined in the Credit Agreement) acting through the Facility Agent. It may not be relied on by any
other person other than BpiFAE and SFIL (each as defined in the Credit Agreement).



 


	3.8	This opinion may not be disclosed to any person other than:



 


		(a)	those persons (such as auditors or regulatory authorities or professional advisors or insurers
or reinsurers or rating agencies) who, in the ordinary course of business of the Facility Agent, the Lenders, BpiFAE and SFIL,
have access to their papers and records or are entitled by law to see them;



 


		(b)	those persons who are considering becoming Lenders or sub-participants;



 


		(c)	those persons in whose favour a Lender charges, assigns or otherwise creates security (or may do
so) pursuant to section 11.11.1((iii) and 11.11.1 of the Credit Agreement;



 


		(d)	affiliates of the Facility Agent and the Lenders;



 


		(e)	to any judicial authority in connection with judicial proceedings; and



 


		(f)	CAFFIL (as defined in the Credit Agreement),



 


and on the basis that those
persons will make no further disclosure.


 






    	 	 	 



     


    

 


		4	Assumptions



 


This opinion is based on the
following assumptions:


 


Effect of the English Documents


 


	4.1	Each person which is expressed to be party to the English Documents:



 


		(a)	is duly incorporated and is validly existing;



 


		(b)	is not the subject of any insolvency proceedings (which includes those relating to bankruptcy,
liquidation, administration, administrative receivership, resolution and reorganisation) in any jurisdiction;



 


		(c)	has the capacity to execute each English Document to which it is expressed to be a party and to
perform the obligations it is expressed to assume under it;



 


		(d)	has taken all necessary corporate action to authorise it to execute the Novation Agreement (as
defined in the Schedule) and the English Security Document and to perform the obligations it is expressed to assume under the English
Documents to which it is a party; and



 


		(e)	has duly executed the Novation Agreement.



 


	4.2	Each of the Novation Agreement and the English Security Document has been or will be executed in
the form provided to us. There has been no variation, waiver or discharge of any of the provisions of the English Documents.



 


	4.3	None of the English Documents is (wholly or in part) void, voidable, unenforceable, ineffective
or otherwise capable of being affected as a result of any vitiating matter (such as mistake, misrepresentation, duress, undue influence,
fraud, breach of directors’ duties, illegality or public policy) that is not clear from the terms of the English Documents.



 


	4.4	All present or future assets over which the Company purports to create security in the English
Security Document are (or, in the case of future assets, will, when they become subject to the security, be) beneficially owned
by the Company free from all other present or future rights of any kind except to the extent of any encumbrance which the English
Security Document concerned is expressed to rank behind.



 


	4.5	The Company is solvent both on a balance sheet and on a cash-flow basis, and will remain so immediately
after the Transaction has been completed.



 


Other facts


 


	4.6	There are no other facts relevant to this opinion that do not appear from the documents referred
to in part 1.



 


Other laws


 


	4.7	No law of any jurisdiction other than England has any bearing on the opinion contained in part
2.



 






    	 	 	 



     


    

 


		5	Qualifications



 


This opinion is subject to
the following qualifications:


 


Contractual matters


 


	5.1	The enforcement of contractual obligations is subject to the general principles of contractual
liability, in particular the matters described in the following paragraphs.



 


	5.2	Apart from claims for the payment of debts (including the repayment of loans), contractual obligations
are normally enforced by an award of damages for the loss suffered as a result of a breach of contract; and recoverable loss is
restricted by principles such as causation, remoteness and mitigation. The specific performance of contractual obligations is a
discretionary remedy and is only available in limited circumstances.



 


	5.3	Contractual obligations can be discharged by matters such as breach of contract or frustration.
Claims may become time-barred or may be subject to defences such as set-off or estoppel.



 


	5.4	The interpretation of the meaning and legal effect of any particular provision of a contract is
a matter of judgment, which will ultimately be determined by the relevant tribunal. In addition, a document may be capable of being
rectified if it does not express the common intention of the parties.



 


	5.5	English law has traditionally been protective of guarantors and has developed a number of defences
for them. Although guarantees generally purport to exclude many of these defences, a guarantee, and any third party security generally,
will be construed in favour of the guarantor or grantor of security where possible.



 


	5.6	A clause in a contract which excludes or limits an obligation of one of the parties or the liability
for breach of that obligation will be construed restrictively, against the person who wishes to rely on it.



 


	5.7	If a provision of a contract is particularly one-sided it is more likely to be construed against
the party who wishes to rely on it.



 


	5.8	A provision of a contract may be ineffective if it is incomplete or uncertain or provides for a
matter to be determined by future agreement.



 


	5.9	A provision of a contract which provides for the conclusive certification or determination of a
matter by one party may not prevent judicial inquiry into the merits of the claim.



 


	5.10	Although the parties to commercial contracts are generally free to agree what they want, this principle
does have limits. For instance, a provision for the payment of a sum in the event of a breach of contract is unenforceable if it
is a penalty and a provision which prevents the assignment of a receivable may be ineffective.



 


	5.11	A contractual provision for the forfeiture of a proprietary or possessory interest, such as the
rights of a lessee under a chattel lease, may be overridden.



 


	5.12	An undertaking to assume liability for stamp duty or similar taxes may be ineffective.



 


	5.13	As a general principle, an authority or power of attorney can be revoked at any time, and will
be revoked if the donor enters into insolvency proceedings. This is so even if the authority or 



 






    	 	 	 



     


    

 


	 	power is expressed to be irrevocable
and the revocation is therefore made in breach of contract. The main exception to this principle is where the authority or power
is granted as part of a security arrangement.



 


	5.14	A provision of a contract which purports to exclude the effect of prior or subsequent agreements,
representations or waivers may be ineffective.



 


	5.15	A provision of a contract which provides what will happen in the event of an illegality (including
a provision for severance of part of the contract) may not be enforceable.



 


	5.16	An agreement in respect of criminal liability may not be enforceable.



 


	5.17	An indemnity for the costs of litigation may not be enforceable.



 


 Security




 


	5.18	We express no opinion on the priority of the security created by the English Security Document
in relation to any other rights affecting the assets which are the subject of the security, whether those rights are absolute or
by way of security, whether they are created by agreement or arise by operation of law and whether they are created before or after
the English Security Document. In relation to particular types of asset, further steps may be required (such as effecting registrations
or giving notices) to protect the priority of security against claims by third parties.



 


	5.19	To the extent that the English Security Document purports to create a legal (as opposed to an equitable)
interest, there are limits on the availability of such an interest and further steps may be required (such as, in relation to land,
registration at H.M. Land Registry) in order to create one.



 


	5.20	The assets which are the subject of a security created by the English Security Document may consist
of rights against third parties, such as contractual rights. To the extent that they do, the security is subject to the terms of
those rights (which may, for instance, prohibit the creation of security) and may be subject to the rights of those third parties
(who may, for instance, have rights of set-off).



 


	5.21	We express no opinion on the effect of the English Security Document to the extent that it relates
to assets which are situated or registered outside England or are governed by a law other than English law.



 


	5.22	A purported fixed charge over an asset will be treated as a floating charge if the chargee has
insufficient control over it and its proceeds.



 


	5.23	The rights of the holder of a floating charge over assets to the net proceeds of those assets are
subject to the payment of various other liabilities including preferential debts, certain unsecured debts and the expenses of certain
insolvency proceedings.



 


	5.24	As a general principle, a creditor with security over the whole (or substantially the whole) of
the assets of a company cannot appoint an administrative receiver of the company but, instead, can appoint an administrator.



 


	5.25	A receiver ceases to be the agent of the company over whose assets he has been appointed once that
company goes into liquidation.



 






    	 	 	 



     


    

 


	5.26	A provision of the English Security Document may be ineffective to the extent that it purports
to limit a Company’s right to the return of the charged assets once it has repaid the secured obligations.



 


Insolvency


 


	5.27	The parties’ rights are subject to laws affecting creditors’ rights generally, such
as those relating to insolvency (which includes bankruptcy, liquidation, administration, administrative receivership, resolution
and reorganisation). These laws can apply to persons incorporated or resident outside England, as well as to those incorporated
or resident in England.



 


	5.28	In particular, on an insolvency:



 


		(a)	contractual and other personal rights will reduce proportionately with all similar rights, and
contractual provisions which would conflict with this principle (such as a pro rata sharing clause) are ineffective;



 


		(b)	transactions (including the security created by the English Security Document) entered into in
the period before the insolvency starts (that period generally being no longer than two years) may be set aside in certain circumstances;
and



 


		(c)	the ability of a secured creditor to enforce its security may be subject to limitations, for instance
in an administration.



 


Choice of law and jurisdiction


 


	5.29	The law which governs a contract and any connected non-contractual obligations is not determinative
of all issues which arise in connection with that contract. For instance:



 


		(a)	it may not be relevant to the determination of proprietary issues (such as those relating to security);



 


		(b)	rules which are mandatory (which includes public policy rules) in a jurisdiction which is connected
with the contract or in the jurisdiction where the issue is decided may be applied regardless of the provisions of the contract;
and



 


		(c)	in insolvency proceedings, the law governing those proceedings may override the law governing the
contract.



 


	5.30	There are circumstances in which the English courts may, or must, decline jurisdiction or stay
proceedings. Additionally, it may not be possible to commence proceedings because of an inability to comply with service of process
requirements.



 


	5.31	The English courts have a discretion to accept jurisdiction in an appropriate case even though
there is an agreement that other courts have (exclusive or non-exclusive) jurisdiction.



 


	5.32	The jurisdiction of the English courts in relation to insolvency matters is not dependent on the
submission of the parties to the jurisdiction. The precise scope of that jurisdiction depends on the nature of the insolvency procedure
in question.



 


	5.33	Any provision of a contract which requires a party to comply with the sanctions-related legislation
of a foreign jurisdiction may be unenforceable and unlawful.



 






    	 	 	 



     


    

 


Schedule

Part 1:The English Documents


 


	1	A credit agreement dated [l] 2019 as novated, amended
and restated by the Novation Agreement (as defined below) (the Credit Agreement) made between (1) the Company as borrower,
(2) the Lenders as lenders, (3) the Facility Agent, (4) Citibank N.A., London Branch (Citibank) as global coordinator, (5)
HSBC France as ECA agent and (6) Citibank Europe plc, HSBC France, Banco Santander S.A., Banco Bilbao Vizcaya Argentaria, Paris
Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe Limited, Société Générale and Unicredit
Bank AG as mandated lead arrangers to provide a term loan to partly finance the construction of Hull No A35 at Chantiers de l’Atlantique
S.A (previously known as STX France S.A.).



 


	2	A novation agreement dated [l] 2019 (the Novation
Agreement) made between the parties to the Credit Agreement and Palmeraie Finance Limited, Citicorp Trustee Company Limited
as security trustee (the Security Trustee) and HSBC France as French Coordinating bank and to which the restated form of
the Credit Agreement is scheduled.



 


Part
2: The English Security Document


 


	1	An escrow account security agreement dated [l] made
between the Company and the Security Trustee in relation to the Account (as defined therein).



 



    	 	 	 



     


    

  



	 	 



 


	[●]	Avocats
    au Barreau de Paris
	 	Solicitors of the Senior Courts of England
    and Wales
	To:      Citibank
    Europe plc, UK Branch	 
	           as
    agent of certain finance parties	Norton
    Rose Fulbright LLP
	 	ParisEight
	 	40,
    rue de Courcelles
	 	75008
    Paris
	 	France


 


	 	Tel	+33
    (0)1 56 59 50 00
	 	Fax	+33
    (0)1 56 59 50 01






	 	Toque
    J039
	 	nortonrosefulbright.com



 



	 	Direct
    line
	 	+33
    1 56 59 52 70
	 	 
	 	Email
	 	christine.ezcutari@nortonrosefulbright.com


 


	 	Your
    reference	Our
    reference






	 	 
	1001077633






 


 


 


Dear
Sirs


 


OASIS
6: Bpifrance Assurance Export – post-delivery related aspects


 


In
accordance with section [●] of the Facility Agreement (as defined below) our opinion in relation to the Bpifrance Assurance
Export Insurance Policy described below is attached.


 


Yours
faithfully


 


 


 


 


Norton
Rose Fulbright LLP


 


 


 


 


 


 


 


 


 


 


 


 


499 171
486 R. C.S. PARIS. VAT number: FR 49499171486. Member of an approved management association; payment of fees by cheque is authorised.


 


Norton
Rose Fulbright LLP is a limited liability partnership registered in England and Wales with number OC328697, and is authorised
and regulated by the Solicitors Regulation Authority. A list of its members and of the other partners is available at its registered
office, 3 More London Riverside, London SE1 2AQ; reference to a partner is to a member or to an employee or consultant with equivalent
standing and qualification employed or engaged by Norton Rose Fulbright LLP or any of its affiliates.


 


Norton
Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa Inc
and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss
verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services
to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.




 






     


     


    

 


 


 


		1	Background



 


		1.1	This
                                         opinion is given in relation to the French law aspects of a transaction (the Transaction)
                                         by which:



 


		(a)	certain
                                         banks and financial institutions (the Lenders) have agreed to grant to PALMERAIE
                                         FINANCE LIMITED (the Borrower 1) a facility of up to 1,126,400,000 Euros pursuant
                                         to the terms of a facility agreement dated [●] made between, inter alia (i) the Borrower
                                         1, (ii) the Lenders, (iii) Citibank Europe plc, UK Branch as facility agent (the Facility
                                         Agent), (iv) the banks and financial institutions named therein as mandated lead
                                         arrangers and (v) HSBC France as ECA Agent (the ECA Agent) (the Original Facility
                                         Agreement);



 


		(b)	Bpifrance
                                         Assurance Export (Bpifrance Assurance Export), acting on behalf, in the name and
                                         under the control of the French State in accordance with Article L. 432-2 of the French
                                         Insurance Code (Code des Assurances), has agreed to issue a buyer credit insurance
                                         policy in connection with the Facility Agreement (the Bpifrance Assurance Export Insurance
                                         Policy);



 


		(c)	on
                                         [l], Bpifrance Assurance Export has issued the Bpifrance Assurance Export Policy, initially
                                         in connection with the Original Facility Agreement ;



 


		(d)	by
                                         a novation agreement dated [l] (as amended from time to time, the Novation Agreement),
                                         it was agreed that upon delivery of the Ship, the Original Facility Agreement would be
                                         novated so that the borrower thereunder would become Royal Caribbean Cruises Ltd (the
                                         New Borrower) (the Original Facility Agreement, as novated by the Novation Agreement,
                                         being referred to herein as the Facility Agreement);



 


		(e)	the
                                         Bpifrance Assurance Export Policy contemplated that upon the delivery of the Ship and
                                         the occurrence of the novation referred to in the preceding paragraph, such Bpifrance
                                         Assurance Export Policy would continue to cover the Facility Agreement;



 


			We
                                         have not been involved in the negotiation, drafting or execution of the Bpifrance Assurance
                                         Export Insurance Policy.



 


		1.2	We
                                         have acted as French legal advisers to the Facility Agent in relation to the Transaction.



 


		1.3	For
                                         the purpose of rendering this opinion we have examined execution copies of the following
                                         documents relating to the Transaction:



 


		(a)	an
                                         executed version of the Facility Agreement; and



 


		(b)	a
                                         copy of a letter dated 16 October 2019 and [l] addressed by Bpifrance Assurance Export
                                         in each case to HSBC France, pursuant to which Bpifrance Assurance Export (acting in
                                         the name, on behalf and under the control of the French State) thereafter, has agreed
                                         to issue the Bpifrance Assurance Export Insurance Policy with respect to the financing
                                         of the Vessel (as defined in the Facility Agreement) in respect of the risks referred
                                         to in such letter[s]] (the Promesses de Garantie), in accordance with the General
                                         Terms and Conditions - Credit Institutions [(ASC EC 17-01)] (Conditions Générales
                                         – Etablissements de Crédit) (the General Conditions) and the
                                         Special Terms and Conditions – Credit Institutions – Buyer Credit Cover [(ASC
                                         EC CA 17-01)] (Conditions Spéciales – Etablissements de Crédit
                                         – Garantie d’un Crédit Acheteur) of Bpifrance Assurance Export
                                         (the Special Conditions) and pursuant to the particular conditions (Conditions
                                         Particulières) of the cover (the Particular Conditions) consistent
                                         with those enunciated in such Promesses de Garantie. For the purposes of this opinion
                                         we have reviewed the text of the General Conditions and the Particular Conditions as
                                         published on the website of Bpifrance Assurance Export. The text of the Particular Conditions
                                         is not available on the date of this opinion and we have not had an opportunity to review
                                         them for the purposes of this opinion;



 


		(c)	the
                                         Particular Conditions issued on [l];



 






    2


     


    






 


 


 


		(d)	[an
                                         amendment to the Bpifrance Assurance Export Insurance Policy dated [l] (the Policy
                                         Amendment)]1



 


		1.4	For
                                         the purposes of this opinion, we have also examined the following documents:



 


		(a)	a
                                         copy of the Articles of Association (statuts) of Bpifrance Assurance Export;



 


		(b)	an
                                         original extract (Extrait K-bis) of the Registry of Commerce and Companies of
                                         Créteil, France, relating to Bpifrance Assurance Export obtained on [●];



 


		(c)	a
                                         non-bankruptcy certificate (certificat de non-faillite) issued by the Registry
                                         of Commerce and Companies of Créteil, France, relating to Bpifrance Assurance
                                         Export obtained on [●]



 


			and
                                         such other documents as we have considered it necessary or desirable in order that we
                                         may give this opinion. The documents referred to in this paragraph 1.4 above are referred
                                         to herein as the Background Documents. Except as stated above we have not examined
                                         any contracts, instruments or documents entered into by or affecting Bpifrance Assurance
                                         Export or any corporate records of Bpifrance Assurance Export and have not made any other
                                         enquiries concerning Bpifrance Assurance Export.



 


		1.5	In
                                         this Opinion, the Facility Agreement and the Bpifrance Assurance Export Insurance Policy
                                         are collectively referred to as the Operative Documents, and the Operative Documents
                                         and the Background Documents are collectively referred to as the Documents. The
                                         parties to the Operative Documents are referred to as the Parties.



 


		1.6	Our
                                         opinions are given in part 2. Part 3 explains their scope, part 4 describes the assumptions
                                         on which they are made and part 5 contains the qualifications to which they are subject.



 


		2	Opinion



 


			Based
                                         on, and subject to, the other provisions of this opinion, and subject to any matters
                                         not disclosed to us, we are of the opinion that:



 


		2.1	Based
                                         on our examination of the Background Documents, Bpifrance Assurance Export is a société
                                         par actions simplifiée validly existing under the laws of France, registered
                                         with the Registry of Commerce and Companies of Créteil under single identification
                                         number 815 276 308, having a corporate existence expiring on 16 December 2114.



 


		2.2	Bpifrance
                                         Assurance Export has the power and legal capacity to enter into the Bpifrance Assurance
                                         Export Insurance Policy and to perform its obligations and exercise its rights thereunder,
                                         acting on behalf, in the name and under the control of the French State.



 


		2.3	The
                                         statutory basis for the provision by the French State to provide cover in the form of
                                         the Bpifrance Assurance Export Insurance Policy is set forth in Articles 103 et seq.
                                         of the Amended Finance Law for 2015 (Law n° 2015-1786 of 29 December 2015), Decree
                                         n° 2016-1701 of 12 December 2016 relating to the granting of the guarantee of the
                                         French State for transactions contributing to the development of foreign commerce of
                                         France (relatif à l’octroi de la garantie de l’Etat pour les opérations
                                         concourant au développement du commerce extérieur de la France) and
                                         in Articles L. 432-1 to L. 432-5 and R. 442-1 et seq. of the French Insurance
                                         Code (Code des Assurances). The Bpifrance Assurance Export Insurance Policy is
                                         validly issued pursuant to such provisions.



 


		2.4	Pursuant
                                         to Articles L. 432-1 to L. 432-5 and R. 442-1 et seq. of the French Insurance
                                         Code (Code des Assurances), the Bpifrance Assurance Export Insurance Policy is
                                         issued by Bpifrance Assurance Export acting on behalf, in the name and under the control
                                         of the French State (pour le compte, au nom et sous le contrôle de l’Etat).
                                         Therefore, although the Bpifrance Assurance Export Insurance Policy is issued and administered
                                         by Bpifrance Assurance Export, it constitutes as a matter of law direct obligations of
                                         the French State. Pursuant to the aforementioned articles of the French Insurance Code,
                                         the French State is authorised to grant the coverage described in the Bpifrance Assurance
                                         Export Insurance Policy.



 





 






1
Only if an amendment to the BPIAE policy is signed.


 






    3


     


    






 





 







		2.5	The
                                         claims of the policyholder against Bpifrance Assurance Export acting on behalf, in the
                                         name and under the control of the French State and against the French State under the
                                         Bpifrance Assurance Export Insurance Policy will rank at least pari passu with
                                         the claims of all other creditors of Bpifrance Assurance Export acting on behalf, in
                                         the name and under the control of the French State and of the French State under the
                                         insurance policies issued by Bpifrance Assurance Export acting on behalf, in the name
                                         and under the control of the French State in accordance with Articles L. 432-1 to L.
                                         432-5 and R. 442-1 et seq. of the French Insurance Code, except (in the case of
                                         Bpifrance Assurance Export) for such claims as are preferred under the laws of the French
                                         Republic.



 


		2.6	The
                                         Bpifrance Assurance Export Insurance Policy, when issued, will create legal (licite),
                                         valid (valable) and binding (ayant force obligatoire) obligations of the
                                         French State, entered into by Bpifrance Assurance Export acting on behalf, in the name
                                         and under the control of the French State, enforceable (opposable) against the
                                         French State in accordance with its terms.



 


		2.7	There
                                         are no governmental or regulatory consents, approvals or authorisations required to ensure
                                         the validity (validité), binding effect (force obligatoire) and
                                         enforceability (opposabilité) of the Bpifrance Assurance Export Insurance
                                         Policy, other than that referred to in paragraph 4.15 hereof.



 


		2.8	In
                                         order to ensure the validity (validité), binding effect (force obligatoire)
                                         and enforceability (opposabilité) of the obligations created by the Bpifrance
                                         Assurance Export Insurance Policy, as relevant, it is not required under the laws or
                                         practice of the French Republic that the Bpifrance Assurance Export Insurance Policy
                                         or any other document be notarised, filed with, or recorded or registered in any public
                                         office or elsewhere in the French Republic.



 


		2.9	Under
                                         French law, Bpifrance Assurance Export is subject to private commercial law and to suit,
                                         and neither Bpifrance Assurance Export nor any of its property or asset has immunity
                                         from the jurisdiction of any court or any legal process (whether through service of notice,
                                         attachment prior to notice, attachment prior to judgment, attachment in aid of execution,
                                         execution or otherwise), except that:



 


		(a)	to
                                         the extent that Bpifrance Assurance Export occupies or possesses any property by virtue
                                         of any licence or other grant from the French state, such property and the title of Bpifrance
                                         Assurance Export thereto may be immune from suit or execution on the grounds of sovereignty;



 


		(b)	to
                                         the extent that Bpifrance Assurance Export owns assets which are necessary to exercise
                                         its mission of provider of public services (mission de service public), such assets
                                         and the title of Bpifrance Assurance Export thereto may be immune from suit or execution;
                                         and



 


		(c)	suit
                                         and execution against Bpifrance Assurance Export’s assets or properties may be
                                         affected by action taken by the French Republic authorities in the interests of national
                                         defence or on the occurrence of exceptional circumstances of paramount importance to
                                         the national interest of the French Republic, as such concept is understood under the
                                         Constitution, laws and regulations of the French Republic.



 


		2.10	While
                                         there is no express waiver by the French State of immunity from jurisdiction set forth
                                         in the Bpifrance Assurance Export Insurance Policy, we are of the opinion that [Article
                                         20] of the General Terms and Conditions-Credit Institutions [(ASC EC 17-01)] (Conditions
                                         Générales – Etablissements de Crédit) applicable to the
                                         Bpifrance Assurance Export Insurance Policy, by providing that any disputes that may
                                         arise in connection with the application of the Bpifrance Assurance Export Insurance
                                         Policy shall be submitted to the jurisdiction of the relevant courts in Paris, constitutes
                                         an implied and valid waiver of any such immunity from jurisdiction. The French State
                                         is normally represented by the Agent judiciaire de l’Etat before relevant
                                         courts of Paris (ordre judiciaire).



 


		2.11	Under
                                         the laws of the French Republic, the French State is subject to French public law and
                                         benefits from sovereign immunity over its property or assets, within the meaning of the
                                         relevant administrative case law (jurisprudence administrative) and as codified
                                         in the French Code of Property of Public Persons (Code Général de Propriété
                                         des Personnes Publiques).



 


		2.12	The
                                         execution, delivery and performance of the Bpifrance Assurance Export Insurance Policy
                                         will not violate or exceed (i) Bpifrance Assurance Export’s or the French State’s
                                         powers or statute, or (ii) any provision of applicable law or regulation to which Bpifrance
                                         Assurance Export or the French State is subject.



 






    4


     


    






 


 


 


		2.13	There
                                         is no provision in the Facility Agreement, the other Finance Documents or the Building
                                         Contract (each, as defined in the Facility Agreement) which contravenes or conflicts
                                         with any provision of the t Bpifrance Assurance Export Insurance Policy (which includes
                                         the Conditions Particulières (Specific Conditions) [and the Policy Amendment)]2),
                                         in a manner such as to jeopardise the insurance cover contemplated thereunder (.



 


		2.14	The
                                         choice by the Parties of French law to govern the Bpifrance Assurance Export Insurance
                                         Policy is effective and would be recognised and upheld as a valid choice of law by the
                                         French courts.



 


		2.15	The
                                         agreement by Bpifrance Assurance Export in the Bpifrance Assurance Export Insurance Policy
                                         that the French courts have jurisdiction in respect of those documents is effective and
                                         would be recognised and upheld as a valid choice of law in any proceedings in the courts
                                         of France and applied by such courts in proceedings in relation to the Bpifrance Assurance
                                         Export Insurance Policy as the governing law thereof.



 


		2.16	Bpifrance
                                         Assurance Export has duly executed the Bpifrance Assurance Export Insurance Policy in
                                         the name, on behalf of and under the control of the French State.



 


		2.17	No
                                         stamp duty, registration fee or duty or similar taxes and charges are payable in France
                                         in connection with the signing or enforceability of the obligations under the Bpifrance
                                         Assurance Export Insurance Policy



 


		2.18	No
                                         party to the Bpifrance Assurance Export Insurance Policy will be deemed to be domiciled
                                         in or to carry on business in the French Republic solely by virtue only of the execution
                                         of the Bpifrance Assurance Export Insurance Policy



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 



2
Only if an amendment to the BPIAE policy is signed.


 






    5


     


    




 


 


 


		3	Scope



 


		3.1	This
                                         opinion is given only in relation to French law as it is understood at the date of this
                                         opinion. Our understanding of French law is based on the laws and regulations in force
                                         and effect in metropolitan France, and as applied by the French courts in their decisions
                                         publicly available as at the date of this opinion. We have no duty to keep you informed
                                         of subsequent developments which might affect this opinion.



 


		3.2	We
                                         express no opinion on, and have taken no account of, the laws of any jurisdiction other
                                         than the jurisdiction of the French Republic. If a question arises in relation to a cross-border
                                         transaction, it may not be the French courts which decide that question and French law
                                         may not be used to settle it.



 


		3.3	We
                                         express no opinion on matters of fact.



 


		3.4	Our
                                         opinion is limited to the matters expressly stated in part 2, and it is not to be extended
                                         by implication. In particular, we express no opinion on the accuracy of the assumptions
                                         contained in part 4 or as to whether the terms of the Operative Documents are adequate
                                         to fulfil the commercial intentions of the parties with respect thereto. Each statement
                                         which has the effect of limiting our opinion is independent of any other such statement
                                         and is not to be impliedly restricted by it. Paragraph headings are to be ignored when
                                         construing this opinion.



 


		3.5	Our
                                         opinion is given solely for the benefit of the Agent and the Lenders (as that expression
                                         is defined in the Facility Agreement) acting through the Agent. It may not be relied
                                         on by any other person.



 


		3.6	This
                                         opinion may not be disclosed to any person other than:



 


		a)	those
                                         persons (such as auditors or regulatory authorities or professional advisors or insurers
                                         or reinsurers or rating agencies) who, in the ordinary course of business of the Facility
                                         Agent, the Security Trustee, the Lenders, SFIL and their respective affiliates, have
                                         access to their papers and records or are entitled by law to see them; and



 


		b)	those
                                         persons who are considering becoming Lenders and/or sub-participants;



 


		c)	those
                                         persons in whose favour a Lender charges, assigns or otherwise creates security (or may
                                         do so) pursuant to the clause entitled “Security over Lenders' rights” of
                                         the Facility Agreement



 


		d)	affiliates
                                         of the Facility Agent, the Security Trustee and the Lenders;



 


		e)	to
                                         any judicial authority in connection with judicial proceedings; and



 


		f)	CAFFIL
                                         (as defined in the Facility Agreement),



 


			and
                                         on the basis that those persons will make no further disclosure and are not entitled
                                         to rely thereon.



 


		3.7	This
                                         opinion and any non-contractual obligations connected with it are governed by French
                                         law and are subject to the exclusive jurisdiction of the French courts.









 






    6


     


    






 


 


 


		4	Assumptions



 


			For
                                         the purpose of this opinion, we have assumed, without making any independent investigation
                                         in relation thereto:



 


		4.1	the
                                         authenticity and completeness of all documents submitted to us as originals, the genuineness
                                         of all signatures, stamps and seals on the originals of all copy documents delivered
                                         to us and the completeness and conformity to original documents of all copies or photocopies
                                         furnished to us;



 


		4.2	the
                                         due authorisation, execution and delivery by the parties thereto of the Operative Documents
                                         other than Bpifrance Assurance Export and we refer you in such respect to the opinions
                                         being delivered to you in respect of such matters on the date hereof;



 


		4.3	that
                                         the Documents are complete, accurate and up-to-date and have not been revoked, amended,
                                         superseded or varied, in whole or in part;



 


		4.4	that
                                         each party to the Operative Documents, other than Bpifrance Assurance Export, is duly
                                         incorporated and validly existing under the laws of its jurisdiction of incorporation;



 


		4.5	that
                                         each of the Bpifrance Assurance Export insured parties to the Facility Agreement will
                                         at all relevant times observe its duties towards Bpifrance Assurance Export set forth
                                         in the Bpifrance Assurance Export Promesse de Garantie and in the Bpifrance Assurance
                                         Export Insurance Policy, as relevant;



 


		4.6	that,
                                         in so far as is relevant to the Bpifrance Assurance Export Insurance Policy, the Facility
                                         Agreement and the other Finance Documents represent and contain the entirety of the transaction
                                         entered into between the parties thereto with respect to the subject matter thereof and
                                         the absence of any other arrangements between any of the parties to the Facility Agreement
                                         and any declaration or act which modify, supplement or supersede any of the terms of
                                         the Facility Agreement, which have not been disclosed and approved by Bpifrance Assurance
                                         Export;



 


		4.7	the
                                         truth, accuracy and completeness, at all relevant times, of each of the representations
                                         or other statements of matters of fact contained in the Operative Documents (or any other
                                         document to be issued in connection with the Operative Documents) in relation to each
                                         of the respective parties thereto and that all of the representations and warranties
                                         given by any of the parties to the Facility Agreement are, and will be, when made or
                                         repeated or when deemed made or repeated (as the case may be) are true and accurate;



 


		4.8	that
                                         the representations made and the information made available by you and any lender under
                                         the Facility Agreement to Bpifrance Assurance Export in the application, and the additional
                                         information provided to Bpifrance Assurance Export by any of such parties in correspondence
                                         with Bpifrance Assurance Export following the application and preceding the issuance
                                         of the Bpifrance Assurance Export Insurance Policy are true, complete, not misleading
                                         and up-to-date and consistent with the Facility Agreement and that Bpifrance Assurance
                                         Export has been given full disclosure, in writing, of the structure of the Transaction
                                         and that each of such parties have observed at all times their duties towards Bpifrance
                                         Assurance Export, in particular:



 


		a)	their
                                         duty to perfect good faith i.e., they have notified completely and truthfully in writing
                                         all and any information of material significance for the granting of the Bpifrance Assurance
                                         Export Insurance Policy when they submitted the application;



 


		b)	they
                                         have promptly given notice to Bpifrance Assurance Export of any changes in the information
                                         given by the application for support or new information which differs from that given
                                         in the application for support and which become known prior to receiving final approval
                                         from Bpifrance Assurance Export;



 


		4.9	the
                                         terms of the Operative Documents, and the procedures set out therein are and will continue
                                         to be duly observed by the Facility Agent and (where applicable) the Lenders thereunder;



 


		4.10	the
                                         satisfaction of all conditions to which the Facility Agreement are expressed to be conditional;



 


		4.11	that
                                         the Facility Agreement constitutes valid, legal and binding obligations of the parties
                                         thereto in accordance with its terms under the laws to which it is expressly subject;



 






    7


     


    

 


 


 


		4.12	that,
                                         insofar as any obligation of the Bpifrance Assurance Export Insurance Policy falls to
                                         be performed in, or is otherwise affected by, the laws of any jurisdiction other than
                                         the laws of France, its performance would not be illegal or ineffective under the laws
                                         of that jurisdiction;



 


		4.13	the
                                         Articles of Association (statuts) referred to in paragraph 1.4(a) are true, complete
                                         and up to date as at the date hereof;



 


		4.14	that
                                          the Bpifrance Assurance Export Insurance Policy was executed by a duly authorised
                                         person representing Bpifrance Assurance Export;



 


		4.15	Bpifrance
                                         Assurance Export has received the approval of the French Ministère de l’Economie,
                                         des Finances et de l’Industrie in respect of the Bpifrance Assurance Export
                                         Insurance Policy in accordance with Article R. 442-2 of the French Insurance Code;



 


		4.16	the
                                         Bpifrance Assurance Export Insurance Policy is not or will not be (wholly or in part)
                                         void, voidable, unenforceable, ineffective or otherwise capable of being affected as
                                         a result of any vitiating matter (such a mistake, misrepresentation, fraud, illegality
                                         or public policy);



 


		4.17	the
                                         Bpifrance Assurance Export Insurance Policy does not constitute state aid (as contemplated
                                         under article 87 of the European Community Treaty) (i.e. do not have the effect of distorting
                                         or threatening to distort competition in trade between Member States). However, we are
                                         of the view that the risk that the Bpifrance Assurance Export Insurance Policy constitutes
                                         prohibited state aid is remote and that, even if it were found to constitute prohibited
                                         state aid, it is likely that the consequences would be limited to an adjustment of the
                                         financial charges applicable to the Facility Agreement but would not affect the Bpifrance
                                         Assurance Export Insurance Policy;



 


		4.18	that
                                         there are no other facts relevant to this opinion that do not appear from the Operative
                                         Documents; and



 


		4.19	that
                                         no law of any jurisdiction other than France has any bearing on the opinion contained
                                         in part 2.









 






    8


     


    






 


 


 


		5	Qualifications



 


			This
                                         opinion must be read subject to the following qualifications and observations as to French
                                         law:



 


		5.1	the
                                         exercise of rights under the Bpifrance Assurance Export Policy is subject to satisfaction
                                         of all relevant conditions of effectiveness under the terms thereof and to compliance
                                         by the beneficiary with such rights of its own obligations as set forth in such Bpifrance
                                         Assurance Export Insurance Policy, and failure to comply with such obligations may entitle
                                         the French State in certain circumstances to be released from its obligation to indemnify
                                         for the losses covered therein vis-à-vis such beneficiary;



 


		5.2	the
                                         Background Documents are not conclusive about the status of Bpifrance Assurance Export.
                                         For example, the Registre du Commerce et des Sociétés (Registry
                                         of Commerce and Companies) is reliant on third parties to provide them with information;
                                         and there will be a time-lag between the occurrence of an event (such as insolvency)
                                         and its notification to, and subsequent appearance at, the Registry of Commerce and Companies.
                                         Additionally, the Registry of Commerce and Companies does not exhaustively record all
                                         material events which may affect a company (however, this would not affect the status
                                         of the French State as the entity responsible for the cover provided under the Bpifrance
                                         Assurance Export Insurance Policy);



 


		5.3	the
                                         enforcement of the Bpifrance Assurance Export Insurance Policy may be limited by applicable
                                         bankruptcy, insolvency, or similar arrangements, or by moratorium or other laws relating
                                         to or affecting the enforcement of creditors' rights generally insofar as it is issued
                                         by Bpifrance Assurance Export; however, we point out in this respect that Bpifrance Assurance
                                         Export is in this instance acting on behalf, in the name and under the control of the
                                         French State and that:



 


		(a)	pursuant
                                         to Article L. 432-4 of the French Insurance Code, Bpifrance Assurance Export acting on
                                         behalf, in the name and under the control of the French State establishes a separate
                                         and distinct accounting for transactions which it concludes with the guarantee of the
                                         French State; and



 


		(b)	in
                                         accordance with Articles L. 432-1 and L. 432-2 of the French Insurance Code, the Bpifrance
                                         Assurance Export Insurance Policy constitutes direct obligations of the French State;



 


		5.4	a
                                         French court has the power under article 1343-5 of the French Civil Code (Code civil)
                                         to postpone or spread over time the payment of the sums due for a period not in excess
                                         of two years, taking into account the situation of the debtor and the needs of the creditor.
                                         In such case, the court may also provide separately that any payments which are postponed
                                         will bear interest at a reduced rate (but not less than the legal minimum rate), or that
                                         payments will initially be allocated to principal rather than interest. The court may
                                         require as a condition to such decision that the debtor accomplish certain acts in order
                                         to facilitate or guarantee the payment of the debt. A decision of a court made pursuant
                                         to articles 1343-5 of the French Civil Code (Code civil) suspends any procedures
                                         for enforcement which have been commenced by the creditor, and any default interest or
                                         penalties incurred due to late payments cease to be due during the period fixed by the
                                         court. Any contractual stipulation to the contrary will not be effective. Article 1343-5
                                         of the French Civil Code is a rule of general application and therefore will probably
                                         apply to Bpifrance Assurance Export, as a private company, since there is no specific
                                         exception provided by law or decision of the French courts in relation to 1343-5 (Code
                                         civil). However, the position of the French State, as the direct obligor in respect
                                         of the Bpifrance Assurance Export Insurance Policy, would in our view not qualify for
                                         rescheduling of the debts;



 


		5.5	the
                                         enforcement under French law or before a French court of provisions of any of the Operative
                                         Documents concerning damages and indemnification could be limited by application of all
                                         or part of the provisions of articles 1231 et seq. of the French Civil Code (Code
                                         civil) pertaining to damages and indemnification in contractual matters (in particular,
                                         but without limitation, article 1231-5 of the French Civil Code (Code civil),
                                         under which, where an agreement provides for liquidated damages or a penalty or an increase
                                         in the interest rate of a loan arising as a result of a breach of contract, the court
                                         may limit the amount of payments due under the relevant provision if it considers it
                                         clearly insufficient or excessive in regards to the actual loss suffered by the party
                                         not in breach or, where an obligation is performed in part, may reduce such amount in
                                         proportion to the benefit which such partial performance conferred on the beneficiary
                                         of the obligation);



 


		5.6	French
                                         courts may, if requested, render a judgement in the foreign currency in which a debt
                                         is expressed if such debt arises under an international contract or a foreign judgement.
                                         However, if a judgement awarded by a French court were to be expressed in Euro, it would
                                         normally be expressed by reference to the exchange




 






    9


     


    

 


 


 





	 	 	value of the relevant amount of the
    said foreign currency at the rate of exchange prevailing on the date of the judgement or, if the court so decides at the claimant's
    request, at the actual date of payment;



 


		5.7	in
                                         the event of any proceedings being brought in a French court in respect of a monetary
                                         obligation expressed to be payable in a currency other than euros, a French court would
                                         probably give judgement expressed as an order to pay, not such currency, but its euro
                                         equivalent at the time of payment or enforcement of judgement. With respect to a bankruptcy,
                                         insolvency, liquidation, moratorium, reorganisation, reconstruction or similar proceedings,
                                         French law may require that all claims or debts be converted into euros at an exchange
                                         rate determined by the court at a date related thereto, such as the date of commencement
                                         of a winding-up;



 


		5.8	a
                                         determination or certificate as to any matter provided for in the Bpifrance Assurance
                                         Export Insurance Policy might be held by a French court not to be final, conclusive or
                                         binding, if such determination or certificate could be shown to have an unreasonable,
                                         incorrect or arbitrary basis or not to have been given or made in good faith;



 


		5.9	claims
                                         may become barred by effluxion of time or may be or become subject to defence of set-off
                                         or counterclaim;



 


		5.10	a
                                         French court may stay proceedings if concurrent proceedings are being brought elsewhere;



 


		5.11	to
                                         the extent that this legal opinion addresses French legal concepts in the English language
                                         and not in their original French terms, such translations may not comprehensively cover
                                         the meaning of such legal concepts under French law. This opinion may, therefore, only
                                         be relied upon under the express condition that any issues of interpretation arising
                                         thereunder will be governed by French law and be brought before a French court;



 


		5.12	other
                                         than as set out in paragraph 2.17, we do not express any opinion as to any taxation matters;



 


		5.13	our
                                         opinion as to the enforceability of the Bpifrance Assurance Export Insurance Policy relates
                                         only to its enforceability under French law in circumstances where the competent French
                                         court has and accepts jurisdiction; the term "enforceable" refers to the legal
                                         character of the obligations assumed by the parties under such Bpifrance Assurance Export
                                         Insurance Policy, i.e. that it is of a character which French law generally enforces
                                         or recognises; furthermore, and with respect to the Bpifrance Assurance Export Insurance
                                         Policy which are expressed to be governed by French law, pursuant to the French Civil
                                         Code, the reliance on or the enforcement of contractual terms and conditions may under
                                         certain circumstances be contrary to an overriding principle of good faith or to the
                                         principle that rights must not be exercised unreasonably (principle of abus de droit)
                                         ; and this opinion is based upon the laws, and published judicial and administrative
                                         decisions as of the date hereof, which are subject to any amendment, repeal or other
                                         modification of the applicable laws or judicial or administrative decisions hereafter
                                         enacted or rendered, and



 


		5.14	the
                                         law which governs a contract and any connected non-contractual obligations is not determinative
                                         of all issues which arise in connection with that contract. For instance:



 


		(a)	the
                                         law in force where an asset is located may be applicable to issues of ownership of, or
                                         security granted over, such asset;



 


		(b)	rules
                                         which are mandatory (which includes public policy rules) in a jurisdiction which is connected
                                         with the contract or in the jurisdiction where the issue is decided may be applied regardless
                                         of the provisions of the contract; and



 


		(c)	in
                                         insolvency proceedings, the law governing those proceedings may override the law governing
                                         the contract.










 






    10


     


    






 


	 	 	CLIFFORD CHANCE US LLP
	 	 	 
	 	 	31 WEST 52ND STREET
	 	 	NEW YORK, NY 10019-6131
	 	 	TEL + 1 212 878 8000
	 	 	FAX +1 212 878 8375
	 	 	www.cliffordchance.com




 


	Citibank Europe plc, UK Branch ("the

    "Facility Agent")	 	[DATE]
	Citigroup Centre 

Canada Square

London E14 5LB

United Kingdom	 	 
	 	 	 
	For the benefit of the Facility Agent and
    the

other banks and financial institutions listed in

the Appendix hereto (collectively "Lenders"

and singly
    "Lender"	 	 




 


 


 


 


Re: Application of U.S. Withholding Tax to Royal Caribbean
Cruises Ltd. Payments


 


 


 


Dear Sirs:


 


You have asked whether U.S.
withholding tax will be imposed on payments made by the U.S. branch of Royal Caribbean Cruises Ltd. ("RCCL"),
a corporation organized under the laws of Liberia, to any of the Lenders, under the Hull No. A35 Credit Agreement dated [DATE]
(the "Credit Agreement") as novated, amended and restated pursuant to the novation agreement dated [DATE] (together
the "Amended Credit Agreement") between, amongst others, RCCL as borrower and the Lenders, Citibank, N.A., London
Branch as global coordinator, the Facility Agent as facility agent, HSBC France as ECA agent, and Citibank Europe plc, HSBC France,
Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria, Paris Branch, BNP Paribas SA, Sumitomo Mitsui Banking Corporation Europe
Limited, Société Générale and Unicredit Bank AG as mandated lead arrangers.


 


Under the Amended Credit
Agreement, the Lenders would severally lend money to RCCL to help fund the purchase of Hull No. A35 at Chantiers de l'Atlantique
S.A.


 


The loan advanced under
the Amended Credit Agreement will accrue interest at either a fixed rate or a floating rate in accordance with the provisions set
forth in the Amended Credit Agreement.


 


In connection with rendering
this opinion we have reviewed the Amended Credit Agreement and such other documents as we have deemed necessary or appropriate
for purposes of rendering this opinion. We have assumed, with your consent, that: (i) all documents reviewed by us are original


 






    


     


    

 	 	 	CLIFFORD CHANCE US LLP




 


documents, or true and accurate
copies of original documents, and have not been subsequently amended; (ii) the signatures on each original document are genuine;
(iii) all representations and statements as to matters of fact set forth in such documents are true and correct; (iv) all obligations
imposed by any such documents on the parties thereto have been or will be performed or satisfied in accordance with their terms;
and (v) there are no documents relevant to this opinion to which we have not been given access. We have assumed, with your consent,
that each Lender that is a non-U.S. person will be claiming the benefits of an income tax treaty between the United States and
the jurisdiction in which it was formed (each such Lender a "Treaty Lender"). We have assumed, with your consent,
that with respect to each Treaty Lender:


 


(i) 
the relevant Treaty Lender (which term as used in this opinion letter does not include any successor or assign of such Treaty
Lender) is and will continue to be eligible to claim benefits as a resident of the jurisdiction in which it was formed under the
income tax treaty between the United States and such jurisdiction currently in force (each a "Treaty");


 


(ii) 
the relevant Treaty Lender will not receive payments under the Amended Credit Agreement that are attributable, for purposes
of the Treaty, to a permanent establishment of the relevant Treaty Lender in the United States;


 


(iii) 
the relevant Treaty Lender has not made and will not make an election, or otherwise take steps, to be treated as other than
a corporation for United States federal income tax purposes;


 


(iv) 
the relevant Treaty Lender has provided RCCL or its agent with a properly completed Internal Revenue Service ("IRS")
Form W-8BEN or W-8BEN-E, as appropriate, accurately representing that the relevant Treaty Lender is eligible to claim benefits
under a Treaty for all payments under the Amended Credit Agreement;


 


(v) 
if the relevant Treaty Lender is receiving payments for a participant, it has provided RCCL with a properly completed IRS
Form W-8IMY to which it attached its own IRS Form W-8BEN or W-8BEN-E, as appropriate, and a properly completed IRS Form from each
participant accurately representing that the participant is entitled to receive all payments under the Amended Credit Agreement
free and clear of U.S. withholding;


 


(vi) 
the relevant Treaty Lender will be eligible to receive payments free of withholding under the provisions of Sections 1471
through 1474 of the U.S. Internal Revenue Code ("FATCA") and will provide RCCL or its agent with such properly
completed IRS forms, certifications and other items as may be required to establish such Lender's exemption from withholding under
FATCA; and


 


(vii) 
all of the foregoing will, in relation to the relevant Treaty Lender, continue to be accurate and correct.


 


Conclusion


 


We are members of the Bar
of the State of New York. This opinion is limited to the U.S. federal withholding tax treatment of payments by RCCL under the Amended
Credit Agreement and does not address any other tax or legal consequences of the transactions contemplated in the Amended


 






    - 2  -


     


    

 


	 	 	CLIFFORD CHANCE US LLP



 


Credit Agreement. This opinion
is rendered solely to the Facility Agent for the benefit of itself and the other Lenders listed in the Appendix hereto and may
not be relied upon by any other person, other than the Facility Agent's and those other Lenders' respective legal advisors. Our
opinion is based on existing authorities as of the date hereof and may change as a result of subsequent legislation, regulations,
administrative pronouncements, court opinions or other legal developments, possibly with retroactive effect. We do not undertake
to update this opinion based on any such developments unless specifically engaged by the Facility Agent on behalf of itself or
any other Lender to do so. Our opinion is not binding on the IRS, and no assurance can be given that the conclusions expressed
herein will not be challenged by the IRS or will be sustained by a court.


 


Based on the assumptions
and limitations set forth above, we are of the view that there will be no U.S. federal withholding tax imposed on payments by RCCL
under the Amended Credit Agreement to any Treaty Lender. Payments to non-U.S. persons that are not considered to be U.S. source
income for U.S. federal income tax purposes, generally are not subject to U.S. withholding tax. Payments by RCCL under the Amended
Credit Agreement to any Treaty Lender, to the extent they are U.S. source income, will be exempt from U.S. withholding tax either
under the Interest or Other Income Articles of the relevant Treaty. Should any of the said assumptions set forth above with respect
to a Lender be invalid or cease to be valid in relation to a Lender, that Lender shall not be entitled to rely upon this opinion.


 


Our conclusions are expressions
of our professional judgment with respect to U.S. federal income tax law and do not provide any guarantee as to the actual outcome
of any U.S. federal income tax controversy.


 


Sincerely,


 






    - 3 -


     


    

 


	 	 	CLIFFORD CHANCE US LLP



 


APPENDIX


 


	Lender	Address
of Record	Booking
Office	Residence
for Treaty Purposes
	Citibank
Europe plc	1 North Wall, Quay

                                                                                Dublin 1 Ireland
	Dublin	Ireland
	Banco
Santander, S.A.	Ciudad Grupo Santander

                                                                                Avda. Cantabria s/n 28660

                                                                                Boadilla del Monte Spain
	Madrid	Spain
	Banco
Bilbao Vizcaya Argentaria, Paris Branch	29 avenue de l'Opéra

                                                                                75001 Paris

                                                                                France
	Paris	Spain
	BNP
Paribas SA	16 Boulevard des Italiens

                                                                                75009 Paris

                                                                                France
	Paris	France
	HSBC
France	103 avenue des Champs Elysées

                                                                                75008
Paris, France
	Paris	France
	SFIL	1-, rue de Passeur de Boulogne

                                                                                CS
80054 

92861 Issy-les-Moulieaux Cedex 9

                                                                                France
	[·]	France
	Société
Générale	29 Boulevard Haussmann

                                                                                75009 Paris, France
	Paris	France
	Sumitomo
Mitsui Banking Corporation Europe Limited	1/3/5 rue Paul Cézanne

                                                                                75008 Paris, France
	Paris	UK
	Unicredit
Bank AG	Arabellastrasse 12

                                                                                81925 Munich

                                                                                Germany
	Munich	Germany



 






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EXHIBIT C


 


FORM
OF LENDER ASSIGNMENT AGREEMENT


 


	To:	Royal
                                         Caribbean Cruises Ltd.



 


	To:	Citibank
                                         Europe plc, UK Branch as Facility Agent (as defined below)



 


ROYAL
CARIBBEAN CRUISES LTD.


 


Gentlemen and Ladies:


 


We
refer to clause b of Section 11.11.1 of the Hull No. A35 Credit Agreement, dated as of [l]
2019 as novated, amended and restated on [l],
20[l]
(together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Agreement”)
among Royal Caribbean Cruises Ltd. (the “Borrower”), the various other financial institutions from time to
time party thereto as Lenders, Citibank Europe plc, UK Branch as facility agent (in such capacity, the “Facility Agent”),
Citibank N.A., London Branch as global coordinator, HSBC France as ECA agent, Citicorp Trustee Company Limited as security trustee,
Citibank Europe plc, HSBC France, Banco Santander S.A., Banco Bilbao Vizcaya Argentaria, Paris Branch, BNP Paribas SA, Sumitomo
Mitsui Banking Corporation Europe Limited, Société Générale and Unicredit Bank AG as mandated lead
arrangers. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in
the Agreement.


 


This agreement
is delivered to you pursuant to clause b of Section 11.11.1 of the Agreement and also constitutes notice to each
of you, pursuant to clause a of Section 11.11.1 of the Agreement, of the assignment and transfer by way of novation
to        (the “Assignee”) of an amount of the Loan/Commitment of                    (the
“Assignor”) outstanding under the Agreement on the date hereof. After giving effect to the foregoing assignment
and transfer, the amounts of the Assignor’s and the Assignee’s respective shares of the Loan/Commitments for the purposes
of the Agreement are set forth opposite such Person’s name on the signature pages hereof.


 


The Assignee
hereby acknowledges and confirms that it has received a copy of the Agreement and the exhibits related thereto, together with
copies of any documents which have been required to be delivered under the Agreement as a condition to the making of the Loan
thereunder. The Assignee further confirms and agrees that in becoming a Lender and in making its contribution to the Loan under
the Agreement, such actions have and will be made without recourse to, or representation or warranty by the Facility Agent.


 


Except as
otherwise provided in the Agreement, effective as of the date of acceptance hereof by the Borrower and the Facility Agent:


 


(a)        the
Assignee


 


(i)               shall
be deemed automatically to have become a party to the Agreement, have all the rights and obligations of a “Lender”
under the Agreement and the other Loan Documents as if it were an original signatory thereto to the extent specified in the second
paragraph hereof;


 






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(ii)              agrees
to be bound by the terms and conditions set forth in the Agreement and the other Documents as if it were an original signatory
thereto; and


 


(b)       the
Assignor shall be released from its obligations under the Agreement and the other Documents to the extent of the relevant percentage
of the Loan/Commitment specified in the second paragraph hereof.


 


The
Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will pay to the Facility Agent the processing fee and expenses
referred to in [Section 11.11.1] of the Agreement upon delivery hereof.


 


The
Assignee hereby advises each of you of the following administrative details with respect to the assigned Loan/Commitment and requests
the Borrower to acknowledge receipt of this document:


 


		(A)	Address
                                         for Notices:

                                                                                                 

                                                                                Institution
                                         Name:

                                                                                 

                                                                                Attention:

                                                                                 

                                                                                Domestic
                                         Office:

                                                                                 

                                                                                Telephone:

                                                                                 

                                                                                Facsimile:

                                                                                 

                                                                                Telex
                                         (Answerback):

                                                                                 

                                                                                Lending
                                         Office:

                                                                                 

                                                                                Telephone:
                                         Facsimile:

                                                                                 

                                                                                Telex
                                         (Answerback):




 


		(B)	Payment
                                         Instructions:



 


The
Assignee agrees to furnish the tax form required by the last paragraph of Section 4.6  (if so required) of the Agreement
no later than the date of acceptance hereof by the Borrower and the Facility Agent.


 


The
Assignee confirms that it is eligible to benefit from the CIRR stabilization.


 


This
Agreement may be executed by the Assignor and Assignee in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law


 





	Adjusted Percentage	[ASSIGNOR]



 









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	Loan/Commitment:	US$
	 	 
	 	 
	 	 	By:	 
	 	 	 	Title:
	 	 
	Percentage	 	[ASSIGNEE]
	 	 
	Loan/Commitment:	US$
	 	 
	 	 
	 	 	By:	 
	 	 	 	Title:




 


Accepted and Acknowledged this


          
day of               ,               .


 


Royal Caribbean Cruises Ltd.


 




 





	By:	 	 
	 	Title:	 	 
	 	 	 	 
	Citibank Europe plc, UK Branch as
    Facility Agent 	 




 


	By:	 	 
	 	Title:	 	 


 






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EXHIBIT
D


 


FORM
OF CERTIFICATE OF FRENCH CONTENT


 


	To:	Citibank
                                         Europe plc, UK branch as Facility Agent



 


Hull
No. A35 (the Vessel)


 


We
refer to the building contract dated 30 September 2016 (as amended) and the credit agreement dated [l] 2019 (as novated by the
novation agreement dated [l] 2019) in respect of the Vessel. In connection with the said building contract and credit agreement
we hereby certify that with regard to the Euro amount of the non-yard costs to be financed, namely €[l], the French content
in respect of such non-yard costs is a minimum of 10%.


 


Dated:
[l]


 


For
and on behalf of


Royal
Caribbean Cruises Ltd.


 


 


	By:	 	 



 








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Exhibit
E-1











 


DELIVERY
NON-YARD COSTS CERTIFICATE


 


	To:	Citibank
    Europe plc, UK Branch

    as Facility Agent	Date:
    [l]




 


 


Hull
No. A35 at Chantiers de l’Atlantique S.A. (previously known as STX France S.A.) (the “Vessel”)


 


We
Royal Caribbean Cruises Ltd., a Liberian corporation registered with the Ministry of Foreign Affairs of the Republic of Liberia
under number C-38863, whose registered office is at 80 Broad Street, Monrovia, Republic of Liberia, and whose principal office
is at 1050 Caribbean Way, Miami, Florida 33132, United States of America (“RCCL”), refer to the facility agreement
dated [l] 2019 (as novated, amended and restated on the Actual Delivery Date pursuant to a novation agreement dated [l] 2019)
entered into between RCCL, as borrower, Citibank N.A., London Branch as global coordinator, HSBC France as ECA agent, Citibank
Europe plc, UK Branch as Facility Agent, the mandated lead arrangers referred to therein and the banks and financial institutions
referred to therein as lenders, regarding the Vessel (the “Facility Agreement”).


 


Words
and expressions defined in the Facility Agreement shall have the same meanings when used in this Delivery Non-Yard Costs Certificate
unless the context otherwise requires.


 


This
is the Delivery Non-Yard Costs Certificate referred to in the Facility Agreement.


 


We
hereby confirm on the date hereof that:


 


	1	we
                                         have paid an amount equal to EUR [l] to the relevant suppliers of equipment and/or services
                                         relating to the Non-Yard Costs;



 


	2	an
                                         amount of EUR [l] remains payable to the relevant suppliers of equipment and/or services
                                         relating to the Non-Yard Costs;



 


	3	the
                                         aggregate of the amounts in paragraphs 1 and 2 above is not more than the Maximum Non-Yard
                                         Costs Amount; and



 


	4	the
                                         equipment and/or services relating to the Non-Yard Costs paid by us prior to the Actual
                                         Delivery Date and referred to in paragraph 1 above to the relevant suppliers have been
                                         properly supplied, installed and completed on the Vessel, as applicable and, in addition
                                         and to the best of our knowledge, [l] per cent. ([l]%) of the equipment and/or services
                                         relating to the Non-Yard Costs have been supplied, installed and completed on the Vessel
                                         and accordingly in excess of eighty per cent. (80%) of the equipment and/or services
                                         relating to the Non-Yard Costs have been supplied, installed and completed on the Vessel.



 


 


	 	 
	ROYAL
    CARIBBEAN CRUISES LTD.	 
	Name:	 
	Position:	 




 


Chantiers
de l’Atlantique S.A. hereby acknowledges the contents of paragraph 4 of this Certificate by countersignature:


 


 


	 	 
	CHANTIERS
    DE L’ATLANTIQUE S.A.	 
	Name:	 
	Position:	 






 






    	 	 	 



     


    






 



Exhibit
                                         E-2


 


FINAL
NON-YARD COSTS CERTIFICATE


 


Date:
[l]


 


	To:	Citibank
                                         Europe plc, UK Branch



			as
                                         Facility Agent




 


Hull
No. A35 at Chantiers de l’Atlantique S.A. (previously known as STX France S.A.) (the “Vessel”)


 


We
Royal Caribbean Cruises Ltd., a Liberian corporation registered with the Ministry of Foreign Affairs of the Republic of Liberia
under number C-38863, whose registered office is at 80 Broad Street, Monrovia, Republic of Liberia, and whose principal office
is at 1050 Caribbean Way, Miami, Florida 33132, United States of America (“RCCL”), refer to the facility agreement
dated [l]
2019 (as novated, amended and restated on the
Actual Delivery Date pursuant to a novation agreement dated [l]
2019) entered into between RCCL, as borrower,
Citibank N.A. London Branch as global coordinator, HSBC France as ECA agent, Citibank Europe plc, UK Branch as Facility Agent,
the mandated lead arrangers referred to therein and the banks and financial institutions referred to therein as lenders, regarding
the Vessel (the “Facility Agreement”).


 


Words
and expressions defined in the Facility Agreement shall have the same meanings when used in this Final Non-Yard Costs Certificate
unless the context otherwise requires.


 


This
is the Final Non-Yard Costs Certificate referred to in the Facility Agreement.


 


We
hereby confirm on the date hereof that:


 


	1	we have paid EUR [l]
                                         to the relevant suppliers of equipment and/or services relating to the Non-Yard Costs
                                         (representing an additional amount of EUR [l]
                                         from the amount referred to in paragraph 1 of the Delivery Non-Yard Costs Certificate);
                                         and



 


	2	the equipment and/or services relating
                                         to the Non-Yard Costs paid by us as at the date hereof and referred to in paragraph 1
                                         above to the relevant suppliers have been properly supplied, installed and completed
                                         on the Vessel, as applicable.



 


	 	 
	ROYAL
    CARIBBEAN CRUISES LTD.	 
	Name:	 
	Position:	 



 






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	EXECUTION
PAGE – NOVATION AGREEMENT
	Existing Borrower	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 PALMERAIE FINANCE
LIMITED  	)
 )
 )	/s/
COLIN GIRGEBTI
	 	)	Attorney-in-fact
	Colin Girgebti as Attorney-in-Fact

for and on behalf of Palmeraie Finance Limited	 	
	 	 	 
	 	 	 
	New Borrower	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 ROYAL CARIBBEAN CRUISES
LTD.  	)
 )
 )	/s/
ANTJE M. GIBSON
	 	)	Authorised Officer
	 	 	
	Facility Agent	 	 
	 	 	 
	SIGNED by
 for and on behalf of 
 CITIBANK EUROPE
PLC, UK BRANCH  	)
 )
 )	/s/
SIMON HARTLEY
	 	)	Attorney-in-fact
	 	 	
	 	 	 
	Security Trustee	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 CITICORP TRUSTEE
COMPANY LIMITED  	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
      Matthew Bambury
	 	 	Attorney-in-fact
	 	 	 
	 	 	
	Global Coordinator	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 CITIBANK N.A., LONDON
BRANCH  	)
 )
 )	/s/
SIMON HARTLEY
	 	)	Attorney-in-fact
	 	 	
	 	 	 
	The ECA Agent	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 HSBC FRANCE  	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	
	 	 	 
	French Coordinating
Bank	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 HSBC FRANCE  	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact



 






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	The Original Lenders	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 CITIBANK EUROPE PLC
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 HSBC FRANCE  	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 BANCO SANTANDER S.A.
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 BANCO BILBAO VIZCAYA
ARGENTARIA
 S.A., PARIS BRANCH  	)
 )
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 BNP PARIBAS SA
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 SUMITOMO MITSUI BANKING
CORPORATION
 EUROPE LIMITED, PARIS BRANCH   	)
 )
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 SOCIÉTÉ
GÉNÉRALE  	)

)

)	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 UNICREDIT BANK AG
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	 	 	 
	The Mandated Lead Arrangers	 	 
	 	 	 
	SIGNED by
 for and on behalf of
 CITIBANK EUROPE PLC
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 HSBC FRANCE  	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact



 






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	SIGNED by
 for and on behalf of
 BANCO SANTANDER S.A.
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 BANCO BILBAO VIZCAYA
ARGENTARIA
 S.A., PARIS BRANCH  	)
 )
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 BNP PARIBAS SA
 	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED by
 for and on behalf of
 SUMITOMO MITSUI BANKING
CORPORATION
 EUROPE LIMITED, PARIS BRANCH   	)
 )
 )
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED
by
 for and on behalf of
 SOCIÉTÉ GÉNÉRALE  	)
 )
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact
	 	 	 
	SIGNED
by
 for and on behalf of
 UNICREDIT BANK AG    	)

)
 )	/s/
MATTHEW BAMBURY
	 	)	Attorney-in-fact





 






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