Exhibit 10.1


_________________________________________


 


ICON 3 HULL NO. 1402 CREDIT AGREEMENT


 


_________________________________________


 


Dated 18  December 2019


 


BETWEEN


 


Royal Caribbean Cruises Ltd.

as Borrower


 


The Lenders and Residual Risk Guarantors
from time to time party hereto


 


KfW IPEX-Bank GmbH

as Facility Agent, CIRR Agent and Documentation Agent


 


KfW IPEX-Bank GmbH

as Hermes Agent


 


KfW IPEX-Bank GmbH

as Initial Mandated Lead Arranger

and Sole Bookrunner


 



     


     


    




 


TABLE OF CONTENTS


 


PAGE


 


Article I
DEFINITIONS AND ACCOUNTING TERMS


 


	Section 1.1. Defined Terms	2
	 	 
	Section 1.2. Use of Defined Terms	26
	 	 
	Section 1.3. Cross-References	26
	 	 
	Section 1.4. Accounting and Financial Determinations	27
	 	 
	Section 1.5. Application of this Agreement to KfW IPEX as an Option A Lender	27




 


Article II
COMMITMENTS AND BORROWING PROCEDURES


 


	Section 2.1. Commitment	28
	 	 
	Section 2.1.1. Commitment of FEC Lenders	28
	 	 
	Section 2.1.2. Commitment of Hermes Lenders	28
	 	 
	Section 2.1.3. Commitment of Finnvera Balancing Lenders	28
	 	 
	Section 2.1.4. Commitment Termination Date	28
	 	 
	Section 2.1.5. Defaulting Lender	28
	 	 
	Section 2.1.6. Reductions, increases and cancellations	28
	 	 
	Section 2.2. Voluntary Reduction of Commitments	29
	 	 
	Section 2.3. Notification of Hermes Documentary Requirements	30
	 	 
	Section 2.4. Adjustment of Hermes Commitment Amount and Finnvera Balancing
Commitment Amount	31
	 	 
	Section 2.5. Borrowing Procedure	32
	 	 
	Section 2.6. Funding	34




 


Article III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


 


	Section 3.1. Repayments and prepayment consequent upon reduction in Contract
Price	34
	 	 
	Section 3.2. Prepayment	35




 






     


     


    

 


	Section 3.2.1. Voluntary Prepayment	35
	 	 
	Section 3.2.2. Illegality	36
	 	 
	Section 3.2.3. Prepayment requirements	37
	 	 
	Section 3.3. Interest Provisions	37
	 	 
	Section 3.3.1. Rates	37
	 	 
	Section 3.3.2. Conversion to Floating Rate	39
	 	 
	Section 3.3.3. FEC Conversion	40
	 	 
	Section 3.3.4. Post-Maturity Rates	42
	 	 
	Section 3.3.5. Payment Dates	43
	 	 
	Section 3.3.6. Interest Rate Determination; Replacement Reference Banks	43
	 	 
	Section 3.4. Commitment Fees	43
	 	 
	Section 3.5. Fees	43
	 	 
	Section 3.5.1. Participation Fee	43
	 	 
	Section 3.5.2. Agency Fee	44
	 	 
	Section 3.5.3. Finnvera Premium and Finnvera Balancing Premium	44
	 	 
	Section 3.5.4. Residual Risk Guarantee Fee	44
	 	 
	Section 3.5.5. Finnvera Handling Fee	44
	 	 
	Section 3.6. CIRR Guarantee Charge	44
	 	 
	Section 3.7. Other Fees	44
	 	 
	Section 3.8. Limit on Interest Make-Up	44
	 	 
	Section 3.9. Cancellation of KfW CIRR Agreements	45




 


Article IV
CERTAIN LIBO RATE AND OTHER PROVISIONS


 


	Section 4.1. LIBO Rate Lending Unlawful	45
	 	 
	Section 4.2. Screen Rate or Deposits Unavailable	45
	 	 
	Section 4.3. Increased LIBO Rate Loan Costs, etc.	46




 






     


     


    

 


	Section 4.4. Funding Losses Event and Defaulting Finance Party Break Costs	48
	 	 
	Section 4.4.1. Indemnity	48
	 	 
	Section 4.5. Increased Capital Costs	53
	 	 
	Section 4.6. Taxes	54
	 	 
	Section 4.7. Payments, Computations, etc.	56
	 	 
	Section 4.8. Replacement Lenders, etc.	57
	 	 
	Section 4.9. Sharing of Payments	58
	 	 
	Section 4.9.1. Payments to Lenders	58
	 	 
	Section 4.9.2. Redistribution of payments	58
	 	 
	Section 4.9.3. Recovering Lender's rights	58
	 	 
	Section 4.9.4. Reversal of redistribution	58
	 	 
	Section 4.9.5. Exceptions	59
	 	 
	Section 4.10. Set-off	59
	 	 
	Section 4.11. Use of Proceeds	60
	 	 
	Section 4.12. FATCA Deduction	60
	 	 
	Section 4.13. FATCA Information	60
	 	 
	Section 4.14. Resignation of the Facility Agent	62




 


Article V
CONDITIONS TO BORROWING


 


	Section 5.1. Advance of the Loan	63
	 	 
	Section 5.1.1. Resolutions, etc.	63
	 	 
	Section 5.1.2. Opinions of Counsel	63
	 	 
	Section 5.1.3. Finnvera Guarantee and Hermes Insurance Policy	64
	 	 
	Section 5.1.4. Closing Fees, Expenses, etc.	65
	 	 
	Section 5.1.5. Compliance with Warranties, No Default, etc.	65
	 	 
	Section 5.1.6. Loan Request	65




 






     


     


    

 


	Section 5.1.7. Foreign Exchange Counterparty Confirmations	66
	 	 
	Section 5.1.8. Pledge Agreement	66
	 	 
	Section 5.1.9. FEC Financing Documents	66




 


Article VI
REPRESENTATIONS AND WARRANTIES


 


	Section 6.1. Organisation, etc.	66
	 	 
	Section 6.2. Due Authorisation, Non-Contravention, etc.	66
	 	 
	Section 6.3. Government Approval, Regulation, etc.	67
	 	 
	Section 6.4. Compliance with Laws	67
	 	 
	Section 6.5. Validity, etc.	68
	 	 
	Section 6.6. No Default, Event of Default or Prepayment Event	68
	 	 
	Section 6.7. Litigation	68
	 	 
	Section 6.8. The Purchased Vessel	68
	 	 
	Section 6.9. Obligations rank pari passu	68
	 	 
	Section 6.10. Withholding, etc.	69
	 	 
	Section 6.11. No Filing, etc. Required	69
	 	 
	Section 6.12. No Immunity	69
	 	 
	Section 6.13. Investment Company Act	69
	 	 
	Section 6.14. Regulation U	69
	 	 
	Section 6.15. Accuracy of Information	69




 


Article VII
COVENANTS


 


	Section 7.1. Affirmative Covenants	70
	 	 
	Section 7.1.1. Financial Information, Reports, Notices, etc.	70
	 	 
	Section 7.1.2. Approvals and Other Consents	71
	 	 
	Section 7.1.3. Compliance with Laws, etc.	71
	 	 
	Section 7.1.4. The Purchased Vessel	72




 






     


     


    

 


	Section 7.1.5. Insurance	73
	 	 
	Section 7.1.6. Books and Records	73
	 	 
	Section 7.1.7. Finnish Authority and Hermes Requests	73
	 	 
	Section 7.1.8. Notice of written amendments to Construction Contract	74
	 	 
	Section 7.1.9. Hedging Activities	75
	 	 
	Section 7.2. Negative Covenants	75
	 	 
	Section 7.2.1. Business Activities	75
	 	 
	Section 7.2.2. Indebtedness	75
	 	 
	Section 7.2.3. Liens	76
	 	 
	Section 7.2.4. Financial Condition	78
	 	 
	Section 7.2.5. Intentionally omitted	79
	 	 
	Section 7.2.6. Consolidation, Merger, etc.	79
	 	 
	Section 7.2.7. Asset Dispositions, etc.	80
	 	 
	Section 7.2.8. Construction Contract	80
	 	 
	Section 7.3. Limitation of in respect of Certain Representations, Warranties
and Covenants	80




 


Article VIII
EVENTS OF DEFAULT


 


	Section 8.1. Listing of Events of Default	80
	 	 
	Section 8.1.1. Non-Payment of Obligations	81
	 	 
	Section 8.1.2. Breach of Warranty	81
	 	 
	Section 8.1.3. Non-Performance of Certain Covenants and Obligations	81
	 	 
	Section 8.1.4. Default on Other Indebtedness	81
	 	 
	Section 8.1.5. Bankruptcy, Insolvency, etc.	82
	 	 
	Section 8.2. Action if Bankruptcy	82
	 	 
	Section 8.3. Action if Other Event of Default	83




 






     


     


    

 


Article IX
PREPAYMENT EVENTS


 


	Section 9.1. Listing of Prepayment Events	84
	 	 
	Section 9.1.1. Change of Control	84
	 	 
	Section 9.1.2. Unenforceability	84
	 	 
	Section 9.1.3. Approvals	84
	 	 
	Section 9.1.4. Non-Performance of Certain Covenants and Obligations	84
	 	 
	Section 9.1.5. Judgments	84
	 	 
	Section 9.1.6. Condemnation, etc.	85
	 	 
	Section 9.1.7. Arrest	85
	 	 
	Section 9.1.8. Sale/Disposal of the Purchased Vessel	85
	 	 
	Section 9.1.9. Termination of the Construction Contract	85
	 	 
	Section 9.1.10. FEC Reassignment and Termination, etc. of the Finnvera
Guarantee, the Hermes Insurance Policy or the Second Finnvera Guarantee	85
	 	 
	Section 9.1.11. Illegality	88
	 	 
	Section 9.2. Mandatory Prepayment	88
	 	 
	Section 9.3. Mitigation.	89




 


Article X
THE FACILITY AGENT, THE HERMES AGENT AND THE MANDATED LEAD ARRANGERS


 


	Section 10.1. Actions	89
	 	 
	Section 10.2. Indemnity	90
	 	 
	Section 10.3. Funding Reliance, etc.	90
	 	 
	Section 10.4. Exculpation	91
	 	 
	Section 10.5. Successor	91
	 	 
	Section 10.6. Loans by the Facility Agent	92
	 	 
	Section 10.7. Credit Decisions	92
	 	 
	Section 10.8. Copies, etc.	92



 






     


     


    

 


	Section 10.9. The Agents' Rights	93
	 	 
	Section 10.10. The Facility Agent's Duties	93
	 	 
	Section 10.11. Employment of Agents	94
	 	 
	Section 10.12. Distribution of Payments	94
	 	 
	Section 10.13. Reimbursement	94
	 	 
	Section 10.14. Instructions	95
	 	 
	Section 10.15. Payments	95
	 	 
	Section 10.16. "Know your customer" Checks	95
	 	 
	Section 10.17. No Fiduciary Relationship	95
	 	 
	Section 10.18. Initial Mandated Lead Arranger	96




 


Article XI
MISCELLANEOUS PROVISIONS


 


	Section 11.1. Waivers, Amendments, etc.	96
	 	 
	Section 11.2. Notices	97
	 	 
	Section 11.3. Payment of Costs and Expenses	99
	 	 
	Section 11.4. Indemnification	100
	 	 
	Section 11.5. Survival	101
	 	 
	Section 11.6. Severability; Independence of Obligations	101
	 	 
	Section 11.7. Headings	101
	 	 
	Section 11.8. Execution in Counterparts	101
	 	 
	Section 11.9. Third Party Rights	102
	 	 
	Section 11.10. Successors and Assigns	102
	 	 
	Section 11.11. Sale and Transfer of the Loan; Participations in the Loan	102
	 	 
	Section 11.11.1. Assignments and transfers	103
	 	 
	Section 11.11.2. Participations	107
	 	 
	Section 11.11.3. Register	108



 






     


     


    

 


	Section 11.11.4. Accession of Residual Risk Guarantors	108
	 	 
	Section 11.12. Other Transactions	108
	 	 
	Section 11.13. Hermes Insurance Policy	108
	 	 
	Section 11.13.1. Terms of Hermes Insurance Policy	108
	 	 
	Section 11.13.2. Obligations of the Borrower	109
	 	 
	Section 11.13.3. Obligations of the Hermes Agent and the Lenders	110
	 	 
	Section 11.14. Finnvera and FEC	111
	 	 
	Section 11.14.1. Finnvera Guarantee and Second Finnvera Guarantee	111
	 	 
	Section 11.14.2. Facility Agent, Guarantee Holder and Finnvera dealings	112
	 	 
	Section 11.15. FEC Transfer Documents	113
	 	 
	Section 11.16. Application of proceeds under the Finnvera Guarantee, the Second
Finnvera Guarantee and the Hermes Insurance Policy	114
	 	 
	Section 11.17. Waiver of immunity	114
	 	 
	Section 11.18. Law and Jurisdiction	114
	 	 
	Section 11.18.1. Governing Law	114
	 	 
	Section 11.18.2. Jurisdiction	114
	 	 
	Section 11.18.3. Alternative Jurisdiction	115
	 	 
	Section 11.18.4. Service of Process	115
	 	 
	Section 11.19. Confidentiality	115
	 	 
	Section 11.20. Mitigation	116
	 	 
	Section 11.21. CIRR requirements	117
	 	 
	Section 11.22. Modification and/or discontinuation of benchmarks	118




 


	EXHIBIT A-1	Commitments of the Initial Lender	122
	 	 	 
	EXHIBIT A-2	Form of Loan Request (FEC Loan)	123
	 	 	 
	EXHIBIT A-3	Form of Loan Request (Hermes Loan [and if applicable Finnvera Balancing
    Loan])	126



 






     


     


    

 


	EXHIBIT B-1	Form of Opinion of Liberian Counsel to Borrower	129
	 	 	 
	EXHIBIT B-2	Form of Opinion of English Counsel to Facility Agent	130
	 	 	 
	EXHIBIT B-3	Form of Opinion of US Tax Counsel to Facility Agent and Lenders	131
	 	 	 
	EXHIBIT B-4	Form of Opinion of Finnish Counsel to Facility Agent for Lenders	132
	 	 	 
	EXHIBIT C	Form of Lender Assignment Agreement	133
	 	 	 
	EXHIBIT D 	Finnvera Premium and Finnvera Balancing Premium Pricing Grid for FEC Loan/Finnvera Balancing Loan	137
	 	 	 
	EXHIBIT E	Form of Pledge Agreement	138
	 	 	 
	EXHIBIT F-1	Form of FEC Transfer Certificate	139
	 	 	 
	EXHIBIT F-2	Form of Transfer Certificate	141
	 	 	 
	EXHIBIT G-1	Form of FEC Supplemental Assignment Agreement	144
	 	 	 
	EXHIBIT G-2	Form of Finnvera Guarantee Assignment Agreement	145
	 	 	 
	EXHIBIT H-1	Form of Finnvera Guarantee	146
	 	 	 
	EXHIBIT H-2	Form of Second Finnvera Guarantee	147



 


	EXHIBIT I Form of Option A Refinancing Agreement	148




 






     


     


    

 



 


CREDIT AGREEMENT


 


ICON
3 HULL NO. 1402 CREDIT AGREEMENT, dated 18 December 2019
(the "Effective Date"), among:


 


		(1)	Royal Caribbean Cruises Ltd., a Liberian corporation (the "Borrower");



 


		(2)	KfW IPEX-Bank GmbH, in its capacity as
facility agent, CIRR agent and documentation agent (in such capacities, the "Facility Agent");



 


		(3)	KfW IPEX-Bank GmbH as Hermes agent (in that capacity the "Hermes Agent");



 


		(4)	KfW IPEX-Bank GmbH as initial mandated lead arranger (in that capacity the "Initial Mandated
Lead Arranger") and as sole bookrunner (in that capacity the "Bookrunner");



 


		(5)	KfW IPEX-Bank GmbH ("KfW IPEX") as initial FEC lender (in that capacity the "Initial
FEC Lender"), KfW IPEX as initial Hermes lender (in that capacity the "Initial Hermes Lender") and KfW
IPEX as initial Finnvera Balancing Lender (in that capacity the "Initial Finnvera Balancing Lender" and together
with the Initial FEC Lender, the Initial Hermes Lender, and each other Person that shall become a "Lender" in
accordance with Section 11.11.1 hereof, each, individually, a "Lender" and, collectively, the "Lenders");
and



 


		(6)	KfW IPEX as initial residual risk guarantor (in that capacity the "Initial Residual Risk
Guarantor").



 


W I T N E S S E T H


 


WHEREAS:


 


		(A)	The Borrower and Meyer Turku Oy, Finland (the "Finnish Builder") have on 28 June 2019
entered into a Contract for the Construction and Sale of ICON 3 Hull No. 1402 (as amended from time to time, the "Construction
Contract") pursuant to which the Finnish Builder has agreed to design, construct, equip, complete, sell and deliver the
passenger cruise vessel bearing builder's ICON 3 hull number 1402 (the "Purchased Vessel") and in order to assist
the Finnish Builder in fulfilling its obligations towards the Borrower under the Construction Contract, Meyer Werft GmbH &
Co. KG, Papenburg, Germany and/or Neptun Werft GmbH & Co. KG, Rostock, Germany (each the "German Builder"
and together with the Finnish Builder, the "Builder") have or will deliver some components for the Purchased Vessel;
and



 


		(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 "US Dollar Maximum Loan Amount") equal to:



 






    1


     


    

 


(a) the US Dollar Equivalent
of eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel, as adjusted from time to time in accordance
with the Construction Contract to reflect, among other adjustments, Change Orders (as defined below) agreed pursuant to Article V
of the Construction Contract (but which Contract Price shall not exceed for this purpose EUR1,715,000,000), plus


 


(b) the US Dollar equivalent
of 100% of the Finnvera Premium and, if applicable, 100% of the Finnvera Balancing Premium, plus


 


(c) the US Dollar Equivalent
of 100% of the Hermes Fee.


 


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 capitalised, 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.


 


"Actual German
Content Component" means, at any time, the amount of the German Construction Contract Component which is confirmed and
notified by the Builder to the Facility Agent and the Borrower pursuant to Section 2.4(a) or Section 2.4(b).


 


"Additional
FEC Transfer Documents" means in relation to any Assignee Lender or Transferee Lender (other than FEC) any documents required
by FEC or Finnvera (in form and substance satisfactory to FEC and Finnvera) to evidence that any such Assignee Lender or Transferee
Lender has acceded to the FEC Supplemental Assignment Agreement and/or has become bound by its terms as though it were a party
thereto in place of the transferor Lender assigning or transferring its share of the Loan or Commitment (as the case may be).


 


"Affected Commitments"
is defined in Section 3.2.2(a).


 


"Affected Lender"
is defined in Section 9.2.


 


"Affected Loan"
is defined in Section 3.2.2(a).


 






    2


     


    

 


"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 through the ownership
of voting securities, by contract or otherwise.


 


"Agreement"
means, on any date, this credit agreement as originally in effect on the Effective Date and as thereafter from time to time amended,
supplemented, amended and restated, or otherwise modified and in effect on such date.


 


"Alternative
Screen Rate" has the meaning given to such term in Section 4.2.


 


"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.


 


"Applicable
Finnvera Rate" means the percentage specified in the Pricing Grid opposite the Senior Debt Rating as of the Premium Measurement
Date.


 


"Applicable
Jurisdiction" means the jurisdiction or jurisdictions under which the Borrower is organised, 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.


 


"Application"
means the application by the Finnish Builder for the FEC Financing and the FEC Financing Offer.


 


"Assignee Lender"
is defined in Section 11.11.1(A).


 


"Authorised
Officer" means any of the officers of the Borrower authorised 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.


 


"Bank
of Nova Scotia Agreement" means the $1,725,000,000 amended and restated credit agreement dated as of April 5.
2019 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.


 


"Benchmark
Successor Rate" is defined in Section 11.22.


 


"Benchmark
Successor Rate Conforming Changes" means, with respect to any proposed Benchmark Successor Rate, any conforming
changes to the definition of Screen Rate, Interest Period, timing and frequency of determining rates, making payments of interest,
yield protection provisions relating to the cost element of any Floating Rate Loan (including but not limited to any break costs
relating to any early repayment or prepayment of any Floating Rate Loan), fallback (and market disruption) provisions for that
Benchmark Successor Rate 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 Benchmark 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 Benchmark 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).


 






    3


     


    

 


"Borrower"
is defined in the preamble.


 


"Break Costs"
means the amount (if any) as determined in accordance with Section 4.4.1 which (i) the Borrower may be required to pay
to the Lenders and/or a Fixed Rate Provider under this Agreement following a Funding Losses Event, (ii) a Defaulting Finance
Party is required to pay to FEC pursuant to Section 3.3.3(f) or (iii) a Transferring Lender is required to pay to
FEC pursuant to Section 9.1.10(A)(c).


 


"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 authorised or required to be closed
in New York City, London, Madrid, Helsinki, or Frankfurt am Main, 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.


 


"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 capitalised leases.


 


"Capitalisation"
means, at any date, the sum of (a) Net Debt on such date, plus (b) Stockholders' Equity on such date.


 


"Capitalised
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 capitalised leases, and, for purposes
of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalised amount thereof, determined
in accordance with GAAP.


 


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


 


"Change of
Control" means an event or series of events by which (a) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the United States 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
United States 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.


 






    4


     


    

 


"Change in
Law" means (a) the adoption after the date of this Agreement of any law, rule or regulation or (b) any
change after the date of this Agreement in any law, rule or regulation or in the interpretation or application thereof by
any governmental authority.


 


"Change Order"
has the meaning ascribed to it in Article V of the Construction Contract.


 


"CIRR Guarantee"
means the interest make up guarantee provided by the Federal Republic of Germany to a Lender under section 1 of the Terms and Conditions.


 


"CIRR Rate"
means the FEC CIRR Rate or the KfW CIRR Rate as applicable.


 


"Code"
means the United States Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


"Commitment"
means, with respect to each Lender, such Lender's aggregate FEC Tranche A Commitment, FEC Tranche B Commitment, Hermes Commitment
and Finnvera Balancing Commitment and means, relative to any Lender, such Lender's obligation to make that Commitment available
pursuant to Section 2.1.


 


"Commitment
Fees" shall have the meaning ascribed to it in the relevant Fee Letters.


 


"Commitment
Termination Date" means 2 February 2026.


 


"Construction
Contract" is defined in the preamble.


 


"Construction
Mortgage" means the first ranking shipbuilding mortgage executed or to be executed by the Builder in favour of banks and
financial institutions designated by the Builder to secure loans made or to be made to the Builder to finance the construction
of the Purchased Vessel.


 


"Contract Price"
is as defined in the Construction Contract and includes a lump sum amount in respect of the NYC Allowance.


 


"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.


 






    5


     


    

 


"Covered Taxes"
is defined in Section 4.6.


 


"Credit Support
Documents" means the FEC Transfer Documents, the Hermes Insurance Policy, the Finnvera Guarantee, the Second Finnvera
Guarantee (if applicable) and each Residual Risk Guarantee.


 


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


 


"Defaulting
Finance Party" means the Facility Agent or any Transferring Lender who is liable to pay Break Costs pursuant to Section 3.3.3
(e) or Section 9.1.10(A)(c) as the case may be.


 


"Disbursement
Date" means the date on which the Loan is advanced. When such expression is prefaced by the word "expected",
it shall denote the date on which the Borrower then reasonably expects the Loan to be disbursed based upon the then-scheduled Contractual
Delivery Date of the Purchased Vessel.


 


"Dollar",
"USD" and the sign "$" mean lawful money of the United States.


 


"Dollar Pledged
Account" means the Dollar account referred to in the Pledge Agreement.


 


"Effective
Date" is defined in the preamble.


 


"Eligible German
Content Amount" means the amount of the Actual German Content Component from time to time which is notified by the Builder
to the Facility Agent pursuant to Section 2.4(a) and for which the Hermes Documentary Requirements have been satisfied.


 


"Election Date"
means the date falling 65 days prior to the actual Disbursement Date.


 


"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.


 


"EUR"
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.


 


"EUR Pledged
Account" means the EUR account referred to in the Pledge Agreement.


 


"Event of Default"
is defined in Section 8.1.


 


"Existing Lender"
has the meaning given to it in a Transfer Certificate.


 






    6


     


    

 


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


 


"Expected Delivery
Date" means the latest date on which the Purchased Vessel is expected to be delivered to the Borrower pursuant to the
Construction Contract being, as at the date of this Agreement, 8 May 2025, as such date may be adjusted pursuant to the terms
and conditions of the Construction Contract.


 


"Facility"
means the term loan facility made available under this Agreement.


 


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


 


"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.


 


"FEC"
means Finnish Export Credit Ltd. (Business Identity Code: 1642253-1) whose postal address is Porkkalankatu 1, PO Box 1010, FI -
00101 Helsinki, Finland.


 


"FEC CIRR Rate"
means 3.29% per annum, being the Commercial Interest Reference Rate determined in accordance with the OECD Arrangement for Officially
Supported Export Credits applicable to the FEC Tranche A Loan pursuant to the FEC Financing Offer.


 


"FEC Commitment
Amount" means the sum of the FEC Tranche A Commitment Amount and the FEC Tranche B Commitment Amount.


 


"FEC Conversion"
means the election by FEC pursuant to Section 3.3.3 that the FEC Tranche A Loan shall not bear interest at the FEC Fixed Rate
but at the FEC Tranche A Floating Rate.


 


"FEC Conversion
Floating Rate Certificate" is defined in Section 3.3.3(c).


 


"FEC Conversion
Notice" is defined in Section 3.3.3(b).


 






    7


     


    

 


"FEC Financing"
means the funding provided by FEC as Lender under this Agreement following the execution of an FEC Transfer Certificate by the
Initial FEC Lender.


 


"FEC Financing
Offer" means the offer by FEC to the Borrower in relation to the FEC Loan and the FEC CIRR Rate dated 23 October 2019
as renewed from time to time.


 


"FEC Fixed Rate
Loan" means the FEC Tranche A Loan bearing interest at the FEC CIRR Rate.


 


"FEC Lender"
means the Initial FEC Lender until the effective date of its FEC Transfer Certificate and, with effect from the effective date
of such FEC Transfer Certificate, FEC or any Lender who becomes a Lender in relation to the FEC Loan.


 


"FEC Loan"
means collectively the FEC Tranche A Loan and the FEC Tranche B Loan.


 


"FEC Prepayment
Event" has the meaning given to such term in Section 9.1.10(A)(b).


 


"FEC Reassignment"
has the meaning given to such term in Section 9.1.10(A)(a).


 


"FEC Supplemental
Assignment Agreement" means the supplemental assignment agreement entered into between FEC, the Initial Lender and the
Facility Agent in relation to the FEC Financing in the form set out in Exhibit G-1 as such agreement may from time to time
be acceded to by a Transferee Lender (other than the Initial Lender) and/or amended and restated for the purpose of allowing such
Transferee Lender to become a party to it.


 


"FEC Tranche
A Commitment" means:


 


		(a)	for the Initial FEC Lender, the amount set opposite its name in Exhibit A-1 under the heading
"FEC Tranche A Commitments"; and



 


		(b)	for any other Lender, the amount of any Commitment in relation to the FEC Tranche A Commitment
Amount transferred to it under a Transfer Certificate or under Section 11.11.1 of this Agreement,



 


in each case as such
amount may be reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"FEC Tranche
A Commitment Amount" means, as of any date, an amount equal to the aggregate of the FEC Tranche A Commitments of all the
Lenders on such date. As of the Effective Date, the FEC Tranche A Commitment Amount is equal to the US Dollar equivalent of EUR823,200,000.


 


"FEC Tranche
A Loan" means that part of the Loan made or to be made (as the context may require) by the FEC Lenders to the Borrower
that is referred to in Section 2.1.1(i).


 


"FEC Tranche
A Floating Rate" means a rate per annum equal to the sum of the LIBO Rate plus the FEC Tranche A Floating Rate Margin.


 






    8


     


    

 


"FEC Tranche
A Floating Rate Margin" means the rate per cent per annum to be agreed between the Borrower and FEC in accordance with
Section 3.3.3(b) or as set out in the FEC Conversion Floating Rate Certificate issued pursuant to Section 3.3.3(c).


 


"FEC Tranche
B Commitment" means:


 


		(a)	for the Initial FEC Lender, the amount set opposite its name in Exhibit A-1
under the heading "FEC Tranche B Commitments"; and



 


		(b)	for any other Lender, the amount of any Commitment in relation to the FEC Tranche B Commitment
Amount transferred to it under a Transfer Certificate or under Section 11.11.1 of this Agreement,



 


in each case as such
amount may be reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"FEC Tranche
B Commitment Amount" means, as of any date, an amount equal to the aggregate of the FEC Tranche B Commitment of all the
Lenders as of such date which amount shall not exceed an aggregate amount equal to the US Dollar equivalent of EUR420,131,966.
As of the Effective Date, the FEC Tranche B Commitment Amount is equal to (a) the US Dollar equivalent of EUR388,800,000 plus
(b) the US Dollar equivalent of 100% of the Finnvera Premium not exceeding 2.52% of the amount of the FEC Loan.


 


"FEC
Tranche B Loan" means that part of the Loan made or to be made (as the context may require) by the FEC Lenders to the
Borrower referred to in Section 2.1.1(ii).


 


"FEC Tranche
Commitment" means, with respect to each Lender, the sum of such Lender's FEC Tranche A Commitment and FEC Tranche B Commitment.


 


"FEC Transfer
Certificate" means a Transfer Certificate, to be executed by the Initial FEC Lender in favour of FEC and pursuant to which
all of the FEC Tranche Commitments and other rights and obligations of the Initial FEC Lender under the Loan Documents shall be
transferred to FEC, substantially in the form set out in Exhibit F-1.


 


"FEC Transfer
Documents" means the FEC Transfer Certificate, the FEC Supplemental Assignment Agreement and the Finnvera Guarantee Assignment
Agreement.


 


"Federal Funds
Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions
received by the Facility Agent from three Federal funds brokers of recognized standing selected by it; provided that if
the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


"Fee Letter"
means any letter entered into by reference to this Agreement between the Borrower, on the one hand and any or all of the Facility
Agent, the Hermes Agent, the Initial Mandated Lead Arranger, the Lenders, the Residual Risk Guarantors and/or FEC setting out the
amount of certain fees referred to in, or payable in connection with, this Agreement.


 






    9


     


    

 


"Final German
Content Notice" is defined in Section 2.4(b).


 


"Final German
Content Notice Date" means the date falling three (3) months prior to the Contractual Delivery Date.


 


"Final Maturity"
means the date occurring twelve (12) years after the Disbursement Date.


 


"Finance Parties"
means the Lenders, the Initial Mandated Lead Arranger, the Bookrunner, the Facility Agent, the Guarantee Holder and the Hermes
Agent.


 


"Finnish Authority"
means each of FEC and Finnvera.


 


"Finnish
Builder" is defined in the preamble.


 


"Finnish Ministry"
means the Ministry of Economic Affairs and Employment of the State of Finland.


 


"Finnvera"
means Finnvera plc, a company owned by the State of Finland having its principal office at Porkkalankatu 1, PO Box 1010, FI-00101
Helsinki, Finland.


 


"Finnvera
Balancing Commitment" means:


 


(a)            for
the Initial Finnvera Balancing Lender, the amount set opposite its name in Exhibit A-1 under the heading "Finnvera Balancing
Commitments"; and


 


(b)            for
any other Lender, the amount of any Commitment in relation to the Finnvera Balancing Commitment transferred to it under Section 11.11.1
of this Agreement,


 


in
each case as such amount may be increased, reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"Finnvera Balancing
Commitment Amount" means, as of any date, an amount equal to the aggregate of the Finnvera Balancing Commitment of all
the Lenders as of such date which amount shall include 100% of the Finnvera Balancing Premium, if applicable. As of the Effective
Date, the Finnvera Balancing Commitment Amount is equal to zero.


 


"Finnvera Balancing
Lenders" means the Initial Finnvera Balancing Lender and any New Lender(s) to whom all or any part of the Finnvera
Balancing Commitment is transferred.


 


"Finnvera Balancing
Loan" means that part of the Loan made or to be made (as the context may require) by the Finnvera Balancing Lenders to
the Borrower referred to in Section 2.1.3.


 


"Finnvera Balancing
Premium" means the premium payable to Finnvera (if any) under and in respect of the Second Finnvera Guarantee calculated
as provided in Section 3.5.3.


 






    10


     


    

 


"Finnvera General
Terms" means the terms and conditions of Finnvera dated 1 March 2004 applicable to the Finnvera Guarantee and, if
applicable, the Second Finnvera Guarantee.


 


"Finnvera Guarantee"
means the guarantee in relation to 100% of the FEC Loan issued or to be issued by Finnvera in favour of the Guarantee Holder in
the form set out in Exhibit H as amended or replaced from time to time to refer to each Transferring Lender in addition to
the “Original Lender” (as defined therein).


 


"Finnvera Guarantee
Assignment Agreement" means the assignment agreement to be entered into by FEC as assignee and the Guarantee Holder as
assignor and pursuant to which the Guarantee Holder will assign to FEC all rights to and benefits of any payments of indemnity
to be made by Finnvera under the Finnvera Guarantee in the form set out in Exhibit G-2.


 


"Finnvera Premium"
means the premium payable to Finnvera under and in respect of the Finnvera Guarantee calculated as provided in Section 3.5.3.


 


"Finnvera Premium
Refund Formula" means an amount determined in accordance with the following formula:


 


0.8*d*b*c


 


where:


 


b = the remaining
average maturity of the Loan at the time of the prepayment


 


c = the principal
amount of the prepayment


 


d = the up-front
flat guarantee premium converted into a per annum based premium.


 


Clarification
of the formula:


 


		(a)	'0.8' in the formula above refers to the fact that 20% of the flat guarantee premium will be retained
and will not be refundable; and



 


		(b)	'd' in the formula above is derived as follows: the guarantee premium/6.25=d, where the guarantee
premium is the up-front flat guarantee premium and 6.25 is the average maturity of a loan with a 12 year OECD repayment profile.



 


"First Fee"
is defined in Section 11.13.1(c)(i).


 


"Fiscal Quarter"
means any quarter of a Fiscal Year.


 


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


 


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


 






    11


     


    

 


		(a)	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 Capitalised
Lease Liabilities), in each case, of the Borrower and its Subsidiaries for such period.


 


"Fixed Rate"
means each of the FEC CIRR Rate in respect of the FEC Tranche A Loan and the KfW Standard Fixed Rate or the KfW Fixed Rate (as
applicable) in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan.


 


"Fixed Rate
Loan" means each of the FEC Fixed Rate Loan and the KfW Fixed Rate Loan, as applicable.


 


"Fixed Rate
Margin" means the KfW Fixed Rate Margin or the KfW Standard Fixed Rate Margin, as the case may be.


 


"Fixed Rate
Provider" means FEC in relation to FEC Tranche A Loan and KfW in relation to the Hermes Loan and, if applicable, the Finnvera
Balancing Loan unless in the case of (a) the Hermes Loan and, if applicable, the Finnvera Balancing Loan the applicable Floating
Rate applies or has been selected in accordance with this Agreement or (b) the FEC Tranche A Loan, the FEC Tranche A Floating
Rate applies following an FEC Conversion.


 


"Floating Rate"
means (a) a rate per annum equal to the sum of the LIBO Rate plus the applicable Floating Rate Margin in the case of each
of the FEC Tranche B Loan and each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, where it is not a Fixed
Rate Loan and (b) the Floating Rate applicable to the FEC Loan following an FEC Reassignment under Section 9.1.10(A)(c) where
the applicable Floating Rate shall be that determined in accordance with paragraphs (f) to (h) inclusive of Section 9.1.10(A).


 


"Floating Rate
Indemnity Amount" is defined in Section 4.4.1(A)c.


 


"Floating Rate
Loan" means all or any portion of the Loan (other than the FEC Tranche A Loan) bearing interest at the applicable Floating
Rate and, in the case of the FEC Tranche A Loan, bearing interest at the FEC Tranche A Floating Rate.


 


"Floating
Rate Margin" means (a) in respect of the FEC Tranche B Loan, 0.85% per annum and (b) in respect of each of the
Hermes Loan and, if applicable, the Finnvera Balancing Loan, 0.85% per annum.


 


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


 






    12


     


    

 


"Funding Losses
Event" is defined in Section 4.4.1.


 


"GAAP"
is defined in Section 1.4.


 


"German Construction
Contract Component" means that portion of the Contract Price which relates to monies to be paid to German exporters, suppliers
and sub-suppliers in relation to the Construction Contract.


 


"German Content
Review Date" means each date falling at consecutive 12 monthly intervals from the Effective Date until the Final German
Content Notice Date save that in each case if such date is not a Business Day, then the German Content Review Date shall fall on
the next succeeding Business Day following such date.


 


"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 its or their business in such Applicable
Jurisdiction, excluding, in any event, any taxes imposed on the Borrower or any Subsidiary of the Borrower.


 


"Guarantee
Holder" means KfW IPEX (i) (for the benefit of the Initial FEC Lender or FEC from time to time) being the person
in whose favour the Finnvera Guarantee shall be issued for the benefit of the Initial FEC Lender and, following the execution of
an FEC Transfer Certificate, FEC and (ii) (for the benefit of the Finnvera Balancing Lenders, if applicable, from time to
time) being the persons in whose favour the Second Finnvera Guarantee (if applicable) shall be issued subject to approval from
Finnvera following any assignment or transfer of the Finnvera Balancing Commitment by the Initial Finnvera Balancing Lender.


 


"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 one or more interest, foreign currency or commodity exposures.


 


"herein",
"hereof", "hereto", "hereunder" and similar terms contained in this Agreement
or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.


 


"Hermes"
means Euler Hermes Aktiengesellschaft, Gasstraße 27, 22761 Hamburg, Germany acting in its capacity as representative of the
Federal Republic of Germany in connection with the issuance of export credit guarantees.


 


"Hermes Agent"
is defined in the preamble.


 


"Hermes
Commitment" means:


 


		(a)	for the Initial Hermes Lender, the amount set opposite its name in Exhibit A-1 under the heading
"Hermes Commitments"; and



 






    13


     


    

 


		(b)	for any other Lender, the amount of any Commitment in relation to the Hermes Commitment Amount
transferred to it under Section 11.11.1 of this Agreement,



 


in
each case as such amount may be reduced, transferred or cancelled in accordance with the terms of this Agreement.


 


"Hermes Commitment
Amount" means, as of any date, an amount equal to the aggregate of the Hermes Commitment of all the Lenders as of such
date. As of the Effective Date, the Hermes Commitment Amount equals the US Dollar equivalent of EUR160,000,000 plus the Hermes
Fee.


 


"Hermes Conditions"
means (i) The General Terms and Conditions for Buyer Credit Guarantees issued by Hermes with the heading Legal Basis and dated
July 2017 (the "Conditions") and (ii) The Minimum Standards for the Specific Pre-conditions for disbursements
under Buyer Credit Cover issued by Hermes with the heading Practical Information (the "Standards") and dated July 2017
unless such Conditions and Standards are no longer applicable.


 


"Hermes Documentary
Requirements" has the meaning given to such term in Section 2.3(a).


 


"Hermes Fee"
means the fee payable to Hermes under and in respect of the Hermes Insurance Policy.


 


"Hermes Insurance
Policy" means the export credit guarantee (Finanzkreditgarantie) in relation to 95% of the Hermes Loan issued by
the Federal Republic of Germany, represented by Hermes, in favour of the Lenders.


 


"Hermes Lenders"
means the Initial Hermes Lender and any New Lender(s) to whom all or any part of the Hermes Commitment is transferred.


 


"Hermes Loan"
means that part of the Loan made or to be made (as the context may require) by the Hermes Lenders to the Borrower referred to in
Section 2.1.2.


 


"Illegality
Notice" is defined in Section 3.2.2(a).


 


"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.


 






    14


     


    

 


"Indemnified
Liabilities" is defined in Section 11.4.


 


"Indemnified
Parties" is defined in Section 11.4.


 


"Initial Finnvera
Balancing Lender" is defined in the preamble.


 


"Initial
Lender" means the Initial FEC Lender, the Initial Hermes Lender and the Initial Finnvera Balancing Lender listed
in Exhibit A-1.


 


"Initial Residual
Risk Guarantor" is defined in the preamble.


 


"Interaction
Agreement" means the supplemental agreement to each Option A Refinancing Agreement and this Agreement entered into or,
as the case may be, to be entered into at or around the time of any initial syndication of the Facility between the Facility Agent,
KfW and any Option A Lenders.


 


"Interest Period"
means the period from and including the Disbursement Date up to but excluding the first Repayment Date, and subsequently each succeeding
period from the last day of the prior Interest Period up to but excluding the next Repayment Date, except that:


 


		(a)	any Interest Period which would otherwise end on a day which is not a Business Day shall end on
the next Business Day to occur, except if such Business Day does not fall in the same calendar month, the Interest Period will
end on the last Business Day in that calendar month, the interest amount due in respect of the Interest Period in question and
in respect of the next following Interest Period being adjusted accordingly; and



 


		(b)	if any Interest Period is altered by the application of a) above, the subsequent Interest Period
shall end on the day on which it would have ended if the preceding Interest Period had not been so altered.



 


"Interest Subsidy
Amount Repayable" means the amount of any interest subsidy paid in connection with the FEC Tranche A Loan under the Facility,
to the extent such amount exceeds the respective amount of any interest compensation paid under the respective interest swaps made
by FEC to obtain the FEC CIRR Rate for the FEC Tranche A Loan under the Facility, as well as annual interest on all amounts of
such interest subsidy paid from the date of payment until the date of such repayment, at the interest rate referred to in paragraph
1 of Section 4 of the Finnish Interest Rate Act (633/1982), as amended.


 


"Interpolated
Screen Rate" means, in relation to the LIBO Rate, the
rate which results from interpolating on a linear basis between:


 






    15


     


    

 


		(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which
is less than the relevant Interest Period; and



 


		(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the relevant Interest Period.



 


"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.


 


"Issuing Office"
means, relative to a Residual Risk Guarantor, the office of such Residual Risk Guarantor designated as such below its signature
hereto or such other office of a Residual Risk Guarantor as designated from time to time by notice from such Residual Risk Guarantor
to the Borrower and the Facility Agent which shall be issuing the Residual Risk Guarantee of such Residual Risk Guarantor.


 


"KfW"
means KfW of Palmengartenstraße 5-9, 60325 Frankfurt am Main, Germany in its capacities as (a) the Fixed Rate Provider
on behalf of the Federal Republic of Germany (represented by the Federal Ministry for Economic Affairs and Energy and the Federal
Ministry of Finance) in relation to the Hermes Loan and, if applicable the Finnvera Balancing Loan or (b) as refinancing bank
with respect to the Option A Refinancing Agreements or (c) as the parent company of KfW IPEX in relation to Section 11.11.1(i).


 


"KfW CIRR Agreement"
means either an Option A Refinancing Agreement or an Option B Interest Make-Up Agreement.


 


"KfW CIRR Cap"
means 3.69% per annum.


 


"KfW
CIRR Rate" means the KfW CIRR Cap, or if applicable, such lower rate that may be set by KfW pursuant to Section 3.3.1(c) provided
that the KfW CIRR Rate shall not be less than the KfW CIRR Floor.


 


"KfW CIRR Floor"
means 3.29% per annum.


 


"KfW
Fixed Rate" has the meaning given to it in Section 3.3.1(b).


 


"KfW Fixed
Rate Loan" means all or any part of the Hermes Loan and, if applicable, the Finnvera Balancing Loan bearing interest at
the applicable Fixed Rate or any portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan that continues to bear
interest at the applicable Fixed Rate after the termination of any KfW CIRR Agreement pursuant to Section 3.3.2(e).


 


"KfW
Fixed Rate Margin" means 0.85% per annum less administrative expenses ("Verwaltungskostenpauschale")
of 0.20% per annum to 0.50% per annum as determined by the Federal Republic of Germany once the Borrower has elected the KfW Fixed
Rate pursuant to Section 3.3.1(b).


 


"KfW
Floating Rate Election Notice" has the meaning given to it in Section 3.3.2 (b).


 






    16


     


    

 


"KfW IPEX"
means KfW IPEX-Bank GmbH.


 


"KfW Refinancing
Security Agreements" means in relation to any Option A Lender:


 


		(a)	the English law governed assignment deed relating to that Option A Lender's rights under this Agreement;



 


		(b)	the German law governed assignment agreement relating to that Option A Lender's rights under the
Hermes Insurance Policy; and



 


		(c)	if applicable, the Finnish law governed assignment agreement relating to that Option A Lender's
rights under the Second Finnvera Guarantee,



 


in each case with KfW
as assignee.


 


"KfW
Standard Fixed Rate" means in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, the applicable
KfW CIRR Rate plus the KfW Standard Fixed Rate Margin.


 


"KfW Standard
Fixed Rate Margin" means 0.85% per annum minus administrative expenses ("Verwaltungskostenpauschale")
of 0.20% per annum.


 


"Latest Date"
has the meaning given to such term in section 7.2 of the Terms and Conditions.


 


"Lender"
and "Lenders" are defined in the preamble.


 


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


 


"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, which shall be making or maintaining the Loan of such Lender
hereunder.


 


"LIBO Rate"
means:


 


		(a)	the Screen Rate; or



 


		(b)	(if no Screen Rate is available for the relevant Interest Period) the Interpolated Screen Rate;
or



 


		(c)	(if (i) no Screen Rate is available for the Floating Rate Loan or (ii) no Screen Rate
is available for the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate), subject to Section 3.3.6,
the Reference Bank Rate,



 


at or about 11:00 a.m. (London time)
two (2) Business Days before the commencement of the relevant Interest Period; provided that:


 






    17


     


    

 


		(d)	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



 


		(e)	if the LIBO Rate determined in accordance with the foregoing provisions of this definition is less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.



 


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


 


"Loan"
means, as the context requires:


 


		(a)	each of the FEC Tranche A Loan, the FEC Tranche B Loan, the Hermes Loan and, if applicable, the
Finnvera Balancing Loan; or



 


		(b)	the principal sum in Dollars advanced by the Lenders to the Borrower upon the terms and conditions
of this Agreement; or



 


		(c)	the amount thereof for the time being advanced and outstanding under this Agreement.



 


"Loan Documents"
means this Agreement, each Transfer Certificate, the Pledge Agreement, the Fee Letters, the Loan Request and any other document
jointly designated as a "Loan Document" by the Facility Agent and the Borrower.


 


"Loan Request"
means a loan request and certificate duly executed by an Authorised Officer of the Borrower, substantially in the form of Exhibit A-2
hereto.


 


"Majority
Lenders" means:


 


		(a)	at any time while FEC is not a Lender:



 


		(i)	if the Loan is not then outstanding, a Lender or Lenders whose Commitments then aggregate more
than 662/3% of the total Commitments (or, if the Commitments have been reduced to zero, aggregate more than 662/3%
of the total Commitments immediately prior to the reduction); or



 


		(ii)	at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate
more than 662/3% of the Loan then outstanding; or



 


		(b)	at any time while FEC is a Lender:



 


		(i)	FEC; and



 






    18


     


    

 


		(ii)	either:



 


		(A)	if the Loan is not then outstanding, a Lender or Lenders (excluding FEC) whose Commitments then
aggregate more than 662/3% of the total Commitments (excluding for this purpose any Commitment held by FEC) (or, if
such total Commitments have been reduced to zero, aggregate more than 662/3% of such Commitments immediately prior to
the reduction); or



 


		(B)	at any other time, a Lender or Lenders (excluding FEC) whose participations in the Loan then outstanding
aggregate more than 662/3% of the Loan then outstanding (excluding for this purpose such portion of the Loan owed to
FEC).



 


"Majority Residual
Risk Guarantors" means a Residual Risk Guarantor or Residual Risk Guarantors whose Residual Risk Guarantee Proportion(s) is
or are in aggregate equal to or more than 662⁄3% of the total Residual Risk Guarantee Proportions (or, if the total Residual
Risk Guarantee Proportions have been reduced to zero, were in aggregate equal to or more than 662⁄3% of the total Residual
Risk Guarantee Proportions immediately prior to the reduction).


 


"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 Balancing
Amount" means, at any time, the aggregate of (a) the lesser of (i) the US Dollar equivalent of EUR160,000,000
less 80% of the Eligible German Content Amount (if any) confirmed by the Facility Agent to the Borrower in accordance with Section 2.4(a) and
(ii) the US Dollar equivalent of EUR160,000,000 less 5% of the aggregate Commitments of the Lenders under this Agreement and
(b) 100% of the Finnvera Balancing Premium, which shall not exceed the amount determined by using the percentage specified
in level 3 of the Pricing Grid.


 


"Mitigation
Period" is defined in Section 11.20(a).


 


"Moody's"
means Moody's Investors Service, Inc.


 


"Net Debt"
means, at any time, the aggregate outstanding principal amount of all debt (including, without limitation, the principal portion
of all Capitalised Lease Obligations) 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.



 






    19


     


    

 


"Net Debt to
Capitalisation Ratio" means, as at any date, the ratio of (a) Net Debt on such date to (b) Capitalisation 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, and



 


		(b)	the issuance and sale of equity securities.



 


"New
Lender" has the meaning given in Section 11.11.


 


"Non-Borrower
Related Change in Law" means a Change in Law other than a Change in Law that (a) specifically relates to the Borrower
or (b) relates to companies that are organized under the law of the jurisdiction of organisation or place of residence of
the Borrower (but not to borrowers generally).


 


"Nordea
Agreement" means the $1,150,000,000 amended and restated credit agreement dated as of August 23, 2013, as
amended by Amendment No. 1 thereto dated as of July 10, 2015, as amended and restated on October 12, 2017 and further
amended by Amendment No. 1 to such amended and restated credit agreement on May 24, 2019 among the Borrower, as
the borrower, the various financial institutions as are or shall become parties thereto and Nordea Bank ABP, New York Branch (as
successor to Nordea Bank Finland PLC, New York Branch) as administrative agent, as amended, restated, supplemented or otherwise
modified from time to time.


 


"NYC Allowance"
has the meaning assigned thereto in Article II.1 of the Construction Contract and, when such expression is prefaced by the
word "incurred", shall mean such amount of the NYC Allowance, not exceeding EUR375,000,000 including the value of any
Change Orders, 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.


 


"NYC Applicable
Rate" means the USD-to-EUR rate referred to in paragraph (b) of the definition of "US Dollar Equivalent".


 


"Obligations"
means all obligations (payment or otherwise) of the Borrower arising under or in connection with this Agreement and the other Loan
Documents.


 


"Option A Lender"
means each Lender that has executed an Option A Refinancing Agreement.


 


"Option A Refinancing
Agreement" means the refinancing agreement entered into between KfW and any Lender pursuant to section 1.2.1 of the Terms
and Conditions, substantially in the form of Exhibit I hereto.


 


"Option B Interest
Make-Up Agreement" means an interest adjustment agreement entered into between KfW and any Lender pursuant to section
1.2.2 of the Terms and Conditions.


 






    20


     


    

 



 


"Option B Lender"
means each Lender that has executed an Option B Interest Make-Up Agreement.


 


"Option Period"
is defined in Section 3.2.2(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.


 


"Participant"
is defined in Section 11.11.2.


 


"Percentage"
means, relative to any Lender, the percentage set forth in Exhibit A-1 or as set out in an FEC Transfer Certificate, a Transfer
Certificate or in the applicable Lender Assignment Agreement, as such percentage may be adjusted from time to time pursuant to
Section 4.8 or pursuant to a Transfer Certificate or Lender Assignment Agreement(s) executed by such Lender and its Transferee
Lender(s) or Assignee Lender(s) and delivered pursuant to Section 11.11.1.


 


"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.


 


"Pledge
Agreement" means the pledge agreement in respect of the Pledged Accounts substantially in the form set out in Exhibit E
as amended to take into account only the changes necessary to reflect the applicable governing law (as determined by the location
of the Pledged Accounts) and any other specific and reasonable requirements of the account bank with whom the Pledged Accounts
are held and approved by the Facility Agent (acting on the instructions of the Majority Lenders).


 


"Pledged Accounts"
means the EUR Pledged Account and the Dollar Pledged Account and "Pledged Account" means either of them.


 


"Premium Measurement
Date" means the date falling thirty (30) days prior to the expected Disbursement Date.


 


"Prepayment
Event" is defined in Section 9.1.


 


"Pricing Grid"
means the pricing grid for calculation of the Finnvera Premium and, if applicable, the Finnvera Balancing Premium set forth in
Exhibit D.


 


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


 


"Purchased
Vessel" is defined in the preamble.


 


"Recovered
Amount" is defined in Section 4.9.1.


 


"Recovering
Lender" is defined Section 4.9.1.


 


"Redistributed
Amount" is defined Section 4.9.4.


 






    21


     


    

 


"Reduction
Notice" is defined in Section 2.2(a).


 


"Reference
Banks" means those minimum of three banks designated as Reference Banks by the Facility Agent from time to time that are
reasonably acceptable to the Borrower, and each additional Reference Bank and/or each replacement Reference Bank appointed by the
Facility Agent pursuant to Section 3.3.6.


 


"Reference
Bank Rate" means 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 Floating Rate Loan and for a period the length of
the relevant Interest Period (or for such other period as shall be agreed by the Borrower and the Facility Agent with the consent
of the Majority Lenders).


 


"Register"
is defined in Section 11.11.3.


 


"Reinvestment
Rate" means a rate equal to the estimated yield in dollars on debt certificates issued by the Republic of Finland for
the period referred to in Section 4.4.1(A)b as determined by FEC.


 


"Repayment
Date" means each of the dates for payment of the repayment instalments of the Loan pursuant to Section 3.1.


 


"Required Lenders"
means, at any time, Lenders that in the aggregate, hold more than 50% of the aggregate unpaid principal amount of the Loan or,
if no such principal amount is then outstanding, Lenders that in the aggregate have more than 50% of the Commitments


 


"Residual Risk
Guarantee" means each agreement entitled "On-demand Guarantee" entered into (including by means of being a replacement
for an existing "On-demand Guarantee" or by way of transfer or accession or otherwise) by a Residual Risk Guarantor in
favour of Finnvera in form and substance satisfactory to Finnvera as a condition to the effectiveness of the Finnvera Guarantee.


 


"Residual Risk
Guarantee Fee" means the residual risk guarantee fee as set out in the relevant Fee Letter.


 


"Residual Risk
Guarantee Proportion" means , in relation to a Residual Risk Guarantor, the proportion (expressed as a percentage) bourne
by that Residual Risk Guarantor’s commitment under its Residual Risk Guarantee (expressed as a percentage) to the aggregate
of the commitments of the Residual Risk Guarantors’ commitment under the Residual Risk Guarantees (expressed as a percentage).


 


"Residual Risk
Guarantor" means the Initial Residual Risk Guarantor and each Lender that becomes a party to this Agreement pursuant to
Section 11.11.1 (excluding FEC) and which has entered into or acceded to (as the case may be) a Residual Risk Guarantee.


 


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


 






    22


     


    

 


"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 or organised in a Sanctioned Country.


 


"Scheduled
Unavailability Date" means where the administrator of the Screen Rate or a governmental authority having jurisdiction
over the Facility Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be
made available, or used for determining the interest rate of loans, that specific date.


 


"Screen Rate"
means the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over
the administration of such rate) for Dollars for a period equal in length to six months (or for such other period as shall be agreed
by the Borrower and the Facility Agent with the consent of the Majority Lenders) which appears on pages LIBOR01 or LIBOR02
of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate).


 


"Screen Rate
Replacement Event" means:


 


(a)            if
the Facility Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders
notify the Facility Agent (with, in the case of the Required Lenders, a copy to the Guarantor and the Borrower) that the Borrower
or Required Lenders (as applicable) have determined, that;


 


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


 


(ii)            a
Scheduled Unavailability Date has occurred; or


 


(iii)            syndicated
loans currently being executed, or that include language similar to that contained in this definition, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate; or


 






    23


     


    

 


(b)            in
the opinion of the Facility Agent and the Borrower, that Screen Rate is no longer appropriate for the purposes of calculating interest
under this Agreement, including, but not limited to, as a result of (A) a substantial change in the economic characteristics
or method of calculation of the Screen Rate, (B) any withdrawal of the  administrator’s right to publish the Screen
Rate or (C) any prohibition for financial institutions to use the Screen Rate.


 


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


 


"Second Fee"
is defined in Section 11.13(c)(ii).


 


"Second Finnvera
Guarantee" means, if applicable, the guarantee in relation to 95% of the Finnvera Balancing Loan issued or to be issued
by Finnvera in favour of the Guarantee Holder in the form set out in Exhibit H-2.


 


"Senior Debt
Rating" means, as of any date, (a) the implied senior debt rating of the Borrower for debt pari passu in right of
payment and in right of collateral security with the Obligations as given by Moody's and S&P or (b) in the event the Borrower
receives an actual unsecured senior debt rating (apart from an implied rating) from Moody's and/or S&P, such actual rating
or ratings, as the case may be (and in such case the Senior Debt Rating shall not be determined by reference to any implied senior
debt rating from either agency). For purposes of the foregoing, (i) if only one of S&P and Moody's shall have in effect
a Senior Debt Rating, the Finnvera Premium or the Finnvera Balancing Premium, as applicable, shall be determined by reference to
the available rating; (ii) if neither S&P nor Moody's shall have in effect a Senior Debt Rating, the Finnvera Premium
or the Finnvera Balancing Premium, as applicable, will be set in accordance with Level 4 of the Pricing Grid, unless (A) the
Borrower has obtained from at least one of such agencies a private implied rating for its senior debt as of the Premium Measurement
Date or (B) having failed to obtain such private rating as of the Premium Measurement Date, the Borrower and Finnvera shall
have agreed within 10-days of the Premium Measurement Date on an alternative rating method, which agreed alternative shall apply
for the purposes of this Agreement; (iii) if the ratings established by S&P and Moody's shall fall within different levels,
the Applicable Premium Rate shall be based upon the higher rating unless such ratings differ by two or more levels, in which case
the applicable level will be deemed to be one level below the higher of such levels; and (iv) if S&P or Moody's shall
change the basis on which ratings are established, each reference to the Senior Debt Rating announced by S&P or Moody's, as
the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be.


 


"Sharing Lenders"
is defined in Section 4.9.2.


 


"Sharing Payment"
is defined in Section 4.9.1.


 


"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 Effective Date in GAAP or in the interpretation thereof shall be disregarded in the computation
of Stockholders' Equity such that the amount of any reduction thereof resulting from such change shall be added back to Stockholders'
Equity.


 






    24


     


    

 


"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.


 


"Terms and
Conditions" means the general terms and conditions for CIRR Interest Make-Up for Ship Financing dated 11 October 2019.


 


"Transfer Certificate"
means a certificate substantially in the form of Exhibit F-2 or any other form agreed between the Facility Agent and the Borrower.


 


"Transferee
Lender" has the meaning given to it in Section 11.11.1 (A).


 


"Transferring
Lender" means the Initial Lender, and each other Person who becomes a Lender under this Agreement and accedes to or otherwise
enters into the FEC Supplemental Assignment Agreement.


 


"USA Patriot
Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act 2001, as amended.


 


"US Dollar
Equivalent" means:


 


		(a)	for all EUR amounts payable in respect of the Contract Price (excluding the portion thereof comprising
the NYC Allowance), the total of such EUR amounts converted to a corresponding Dollar amount as determined using 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 EUR with Dollars for the payment of the instalments of the Contract Price (including the final
instalment payable on the Actual Delivery Date) and including in such weighted average the spot rates for any EUR amounts due that
have not been hedged by the Borrower (the "Weighted Average Rate");



 


		(b)	for all EUR amounts payable in respect of the NYC Allowance, the total of such EUR amounts converted
to a corresponding Dollar amount as determined using the USD-to-EUR rate used by the Borrower to convert the relevant USD amount
of the amount of the NYC Allowance into EUR for the purpose of the Builder invoicing the same to the Borrower in EUR in accordance
with the Construction Contract; and



 


		(c)	for the calculation and payment of the Hermes Fee in Dollars, the amount thereof in EUR converted
to a corresponding Dollar amount as determined by Hermes on the basis of the latest rate for the purchase of EUR with Dollars to
be published by the German Federal Ministry of Finance prior to the time that Hermes issues its invoice for the Hermes Fee.



 






    25


     


    

 


Such rate of exchange
under (a) above (whether forward or spot) shall be evidenced by foreign exchange counterparty confirmations. The US Dollar
Maximum Loan Amount under (a) above shall be calculated by the Borrower in consultation with the Facility Agent no less than:


 


		(A)	eight Business Days prior to the Disbursement Date in the case of the FEC Loan; and



 


		(B)	two Business Days prior to the Disbursement
Date in the case of the Hermes Loan and, if applicable, the Finnvera Balancing Loan except that where the Borrower elects the KfW
Fixed Rate under Section 3.3.1(b) the US Dollar Equivalent shall be set at the same time as such KfW Fixed Rate.



 


Such rate of exchange
under (b) above shall be evidenced by the production prior to the Disbursement Date of the invoice from the Borrower to the
Builder in respect of the NYC Allowance, which invoice shall contain the USD/EUR exchange rate used for determining the EUR amount
of the NYC Allowance. The US Dollar Equivalent amount of the Hermes Fee shall be calculated by Hermes and notified by the Facility
Agent in writing to the Borrower as soon as practicable after Hermes issues its invoice therefor.


 


"US Dollar
Maximum Loan Amount" is defined in the preamble.


 


"US Tax Obligor"
means the Borrower, to the extent that it is resident for tax purposes in the U.S.


 


"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" has the meaning given to it in paragraph (a) of the definition of the term "US Dollar Equivalent".


 


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 capitalised, have such meanings
when used in the Loan Request and each notice 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.


 






    26


     


    

 


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 first set of financial statements provided to the Facility Agent hereunder, there
is a change in the manner of determining any of the items referred to herein or therein 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 Majority 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 as in effect on 31 December 2018 
(whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease
obligations for the purposes of this Agreement regardless of any change in GAAP on or following 31 December 2018 that would
otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capitalised 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 counted as Indebtedness, Capital Lease Obligations or Capitalised Lease
Liabilities.


 


Section 1.5.
Application of this Agreement to KfW IPEX as an Option A Lender


 


The Parties are aware that KfW IPEX will
not enter into an Option A Refinancing Agreement with KfW. However, for the purposes of this Agreement, KfW IPEX as lender will
be deemed to have entered into an Option A Refinancing Agreement with KfW. Consequently, any reference to an Option A Lender shall
include KfW IPEX and any reference to an Option A Refinancing Agreement shall include the Option A Refinancing Agreement deemed
to have been entered into by KfW IPEX.


 






    27


     


    

 


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 this Section 2.1. 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 2.1.1.
Commitment of FEC Lenders.


 


On the Disbursement
Date, each FEC Lender will make available to the Borrower (i) a loan in a maximum amount up to but not exceeding such FEC
Lender's FEC Tranche A Commitment and (ii) a loan in a maximum amount up to but not exceeding such FEC Lender's FEC Tranche
B Commitment.


 


Section 2.1.2.
Commitment of Hermes Lenders.


 


On the Disbursement
Date, each Hermes Lender will make available to the Borrower a loan in a maximum amount up to but not exceeding such Hermes Lender's
Hermes Commitment.


 


Section 2.1.3.
Commitment of Finnvera Balancing Lenders.


 


On the Disbursement
Date, if applicable, each Finnvera Balancing Lender will make available to the Borrower a loan in a maximum amount up to but not
exceeding such Finnvera Balancing Lender's Finnvera Balancing Commitment.


 


Section 2.1.4.
Commitment Termination Date.


 


Each Lender's Commitment
shall terminate on the earlier of (i) the Commitment Termination Date if the Purchased Vessel is not delivered to the Borrower
prior to such date and (ii) the Actual Delivery Date.


 


Section 2.1.5.
Defaulting Lender.


 


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 2.1.6.
Reductions, increases and cancellations.


 


Unless expressly provided
to the contrary:


 


		(a)	any reduction, or cancellation of the
FEC Tranche A Commitment shall adjust, reduce or cancel (as applicable) each FEC Lender's respective FEC Tranche A Commitment pro
rata according to the amount of its respective FEC Tranche A Commitment immediately prior to such adjustment, reduction
or cancellation;



 






    28


     


    

 


		(b)	any reduction or cancellation of the FEC
Tranche B Commitment shall adjust, reduce, increase or cancel (as applicable) each FEC Lender's respective FEC Tranche B Commitment
pro rata according to the amount of its respective FEC Tranche B Commitment immediately prior to such adjustment,
reduction or cancellation;



 


		(c)	any reduction or cancellation of the Hermes
Commitment shall reduce or cancel (as applicable) each Hermes Lender's respective Hermes Commitment pro rata according
to the amount of its respective Hermes Commitment immediately prior to such reduction or cancellation; and



 


		(d)	any increase, reduction or cancellation
of Finnvera Balancing Commitment shall adjust, reduce or cancel (as applicable) each Finnvera Balancing Lender's Finnvera Balancing
Commitment pro rata according to the amount of its respective Finnvera Balancing Commitment immediately prior to
such adjustment, reduction or cancellation.



 


Section 2.2.
Voluntary Reduction of Commitments


 


		(a)	The Borrower may at any time prior to the date of a Loan Request terminate, or from time to time
partially reduce, the Commitments upon written notice to the Facility Agent setting forth the total amount of the reduction in
the Commitments (the "Reduction Notice"); provided that any such reduction shall be applied (i) pro rata
among the FEC Commitment Amount, the Hermes Commitment Amount and the Finnvera Balancing Commitment Amount determined immediately
prior to giving effect to such reduction (ii) as between the FEC Tranche A Commitment Amount and the FEC Tranche B Commitment
Amount, as directed by the Borrower in the Reduction Notice and (iii) as among each FEC Lender holding an FEC Tranche A Commitment,
pro rata according to the amount of its respective FEC Tranche A Commitment immediately prior to giving effect to such reduction,
(iv) as among each FEC Lender holding an FEC Tranche B Commitment, pro rata according to the amount of its respective FEC
Tranche B Commitment immediately prior to giving effect to such reduction, (v) as among each Hermes Lender holding a Hermes
Commitment, pro rata according to the amount of its respective Hermes Commitment immediately prior to giving effect to such reduction
and (vi) as among each Finnvera Balancing Lender holding a Finnvera Balancing Commitment, pro rata according to the amount
of its respective Finnvera Balancing Commitment immediately prior to giving effect to such reduction. The requested reduction shall
be effective two Business Days after the date of delivery of the Reduction Notice to the Facility Agent.



 


		(b)	Except as provided in Sections 2.2(c), 2.2(d) and 2.2(e) below, each voluntary reduction
in Commitments pursuant to this Section 2.2 shall be without premium or penalty.



 






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		(c)	If a Reduction Notice is delivered
by the Borrower to the Facility Agent on or prior to the Election Date in relation to the Hermes Loan and, if applicable, the Finnvera
Balancing Loan, the Borrower shall not incur any liability to make any payments pursuant to Section 4.4 or to incur any other
indemnity or compensation obligation.  If a Reduction Notice is delivered by the Borrower after the Election Date in relation
to the Hermes Loan and, if applicable, the Finnvera Balancing Loan, the Borrower shall either (i) pay such compensation to
the relevant Hermes Lenders, Finnvera Balancing Lenders (if applicable) and Fixed Rate Provider as required by, and in accordance
with, Section 4.4 to the extent such Hermes Lender, Finnvera Balancing Lender (if applicable) or Fixed Rate Provider incurs
a loss as set out in Section 4.4 or (ii) with the prior written consent of FEC as a Fixed Rate Provider, extend the Disbursement
Date to a date that falls at least 65 days after the date the Reduction Notice in relation to the Hermes Loan and, if applicable
the Finnvera Balancing Loan was first delivered by the Borrower.  In the event that the Borrower elects the option under the
foregoing clause (ii), the Borrower shall deliver a Loan Request to the Facility Agent in accordance with Section 2.5(a),
and the proposed Disbursement Date set out in such Loan Request shall be a date that falls at least 65 days after the date the
Reduction Notice was first delivered by the Borrower.



 


		(d)	If, during the period commencing on the Effective Date and ending on the Disbursement Date, the
Borrower howsoever reduces the FEC Tranche A Commitment Amount, the Borrower shall pay such Break Costs as required by, and in
accordance with, Section 4.4.



 


		(e)	Where the Commitments are terminated or reduced pursuant to this Section 2.2, the Borrower
shall pay to the Facility Agent and the Lenders any fees and commissions that have accrued to but excluding the date of termination
or partial reduction (but, in the case of a partial reduction of Commitments, only in respect of the amount of the partial reduction).
Any such payment shall be made on the second (2nd) Business Day following receipt by the Borrower of an invoice setting forth the
accrued fees and commissions so payable.



 


Section 2.3.
Notification of Hermes Documentary Requirements


 


		(a)	Promptly following its receipt of the Hermes Insurance Policy, the Facility Agent shall notify
the Borrower in writing (with a copy to the Builder) of the documentary requirements specified by Hermes in the letter from Hermes
and the letter from Hermes to the Hermes Agent detailing the Hermes Documentary Requirements (as defined below) in order for the
Hermes Insurance Policy to become effective in relation to any specified German Construction Contract Component from time to time
(the "Hermes Documentary Requirements").



 


		(b)	The Hermes Documentary Requirements as notified by the Facility Agent to the Borrower pursuant
to Section 2.3(a) shall constitute the definitive list of documents which are to be delivered to the Facility Agent pursuant
to Section 5.1.6(d).



 






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Section 2.4.
Adjustment of Hermes Commitment Amount and Finnvera Balancing Commitment Amount.


 


		(a)	The Finnvera Balancing Commitment Amount may be increased from zero to an amount up to but not
exceeding the aggregate of the Maximum Balancing Amount subject to and in accordance with this Section 2.4 only. In order
to determine the Maximum Balancing Amount, from time to time, the Facility Agent shall request the German Builder (up to 4 weeks
before each German Content Review Date) to (a) confirm to the Facility Agent and the Borrower in writing the amount of the
Actual German Content Component which is known or confirmed at that time and that part of such Actual German Content Component
(if any) for which the Hermes Documentary Requirements can be satisfied and (b) provide copies of all the Hermes Documentary
Requirements which are then available for any or all of the confirmed Actual German Content Component. On each German Content Review
Date the Maximum Balancing Amount shall be reduced by the Eligible German Content Amount which is confirmed at that time provided
that the Facility Agent has received from the German Builder (in satisfactory form) the relevant Hermes Documentary Requirements
for such Eligible German Content Amount. On each German Content Review Date the Facility Agent shall calculate and confirm to each
of the Borrower and Finnvera in writing the Maximum Balancing Amount then available in accordance with this Agreement which amount
cannot be increased following each such confirmation.



 


		(b)	No later than five (5) Business Days
after the Final German Content Notice Date, the Borrower may, by written notice to the Facility Agent (the "Final
German Content Notice"), elect without premium or penalty to re-allocate a portion of the Hermes Commitment Amount to
the Finnvera Balancing Commitment Amount in the event the German Construction Contract Component at such time is expected to be
less than EUR200,000,000 and/or there are any elements of the German Construction Contract Component for which the Hermes Documentary
Requirements have not been satisfied (and are unlikely to be satisfied by the Final German Content Notice Date (or such later date
in advance of the Contractual Delivery Date as the Borrower may agree with the Builder and the Facility Agent)). Any such written
notice shall be accompanied by a letter from the German Builder regarding the then Actual German Content Component and the then
current status of the Hermes Documentary Requirements. The amount that may be re-allocated pursuant to this Section 2.4(b) shall
not exceed (a) 80% of the difference between EUR200,000,000 and the Eligible German Content Amount or (b) the Maximum
Balancing Amount then available.



 


		(c)	It is agreed that any partial deficiency in the fulfilment of the Hermes Documentary Requirements
relating to a part of the German Construction Contract Component shall not affect the validity of the Hermes Insurance Policy in
relation to the remaining German Construction Contract Component and shall not affect the Borrower's right to draw such portion
of the Hermes Commitment Amount upon the terms of this Agreement in relation to all those elements of the German Construction Contract
Component for which the Hermes Documentary Requirements have been met.



 






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		(d)	In the circumstances set forth in this Section 2.4 only, the Finnvera Balancing Commitment
Amount (including any amount specified in Section 2.4(b)) shall be available to the Borrower under the terms of this Agreement.



 


		(e)	Section 2.1.6 shall apply to any adjustment of the Hermes Commitment Amount and/or the Finnvera
Balancing Commitment Amount under this Section 2.4.



 


		(f)	In the event the Facility Agent has not received the Final German Content Notice by the Final German
Content Notice Date or, if as of such Final German Content Notice Date, the Facility Agent has received written notice from the
Borrower (accompanied by a letter from the Builder) indicating that the German Construction Contract Component is equal to or greater
than EUR200,000,000 and that all Hermes Documentary Requirements can be met in relation to the German Construction Component, then
the Finnvera Balancing Commitment will be automatically cancelled without premium or penalty and will not be available for drawing.



 


Section 2.5.
Borrowing Procedure


 


		(a)	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 as follows: (i) in relation to the FEC Loan on or before 10:00 a.m., London
time, not more than fifteen (15) or less than eight (8) Business Days in advance of the Disbursement Date and (ii) in
relation to the Hermes Loan and, if applicable, the Finnvera Balancing Loan, on or before 10:00 a.m., London time, not more
than fifteen (15) or less than two (2) Business Days in advance of the Disbursement Date, in each case, the Disbursement Date
being not earlier than two (2) Business Days prior to the Expected Delivery Date (the "Loan Request Date").
Where there are two Loan Requests under (i) and (ii) above, the Disbursement Date shall be the same date in each Loan
Request. The Loan Request(s) shall indicate the amount of each of the FEC Tranche A Loan, FEC Tranche B Loan, Hermes Loan
and, if applicable, the Finnvera Balancing Loan that the Borrower, in its discretion, elects to draw hereunder provided that:



 


		i.	the aggregate amount of FEC Tranche A Loan shall not exceed the FEC Tranche A Commitment Amount
as of the Loan Request Date;



 


		ii.	the aggregate amount of FEC Tranche B Loan shall not exceed the FEC Tranche B Commitment Amount
as of the Loan Request Date;



 


		iii.	the aggregate amount of Hermes Loan shall not exceed the Hermes Commitment Amount as of the Loan
Request Date;



 






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		iv.	the aggregate amount of the Finnvera Balancing Loan shall not exceed the Finnvera Balancing Commitment
Amount as of the Loan Request Date;



 


		v.	the aggregate amount of the Loan shall not exceed the US Dollar Maximum Loan Amount; and



 


		vi.	each of the FEC Loan, the Hermes Loan and, if applicable, the Finnvera Balancing Loan is drawn
down on a pro rata basis.



 


		(b)	The Facility Agent shall, no later than 11:00 a.m., London time, eight (8) Business Days prior
to the Disbursement Date, notify each Lender of any Loan Request by forwarding a copy thereof to each Lender, together with its
attachments. On the terms and subject to the conditions of this Agreement, the Loan shall be made on the date specified in such
Loan Request provided that it is a Business Day. On or before 2:00 p.m., London time, on the Business Day specified in such
Loan Request, each Lender shall, without any set-off or counterclaim, deposit with the Facility Agent same day Dollar funds in
an amount equal to such Lender's Percentage of each of the FEC Loan, the Hermes Loan and, if applicable, the Finnvera Balancing
Loan requested by such Loan Request. Such deposit will be made to an 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, the Facility Agent shall, without any set-off
or counterclaim, make such funds available to the Borrower on the Business Day specified in the Loan Request by wire transfer of
same day funds to the account or accounts the Borrower shall have specified in its Loan Request.



 


		(c)	The Borrower shall be entitled, upon receipt of the Dollar funds into the account referred to in
Section 2.5(b) above, (i) to complete the purchase of EUR with its counterparties or otherwise as set out in the
Loan Request (by authorising and instructing the Facility Agent to remit the necessary Dollar funds to the said counterparties)
and shall procure the payment of all EUR proceeds of such transactions to the EUR Pledged Account no later than the Business Day
immediately following the Business Day specified in the Loan Request and (ii) to the extent of any such Dollar funds as shall
not be used to purchase EUR, shall procure (by authorising and instructing the Facility Agent accordingly) the payment of such
Dollar funds to the Dollar Pledged Account on the Disbursement Date.



 


		(d)	The Facility Agent shall direct that moneys standing to the credit of the Pledged Accounts shall,
in the manner set out in the Loan Request and in accordance with the requirements and provisions of the Pledge Agreement, be disbursed
as follows on the dates specified below:



 


		(i)	on the Actual Delivery Date, in EUR, to the account of the Builder, as designated by the Builder
and identified by the Borrower in the Loan Request, to the extent necessary to meet the final instalment of the Contract Price
(including any portion thereof attributable to the NYC Allowance) provided that the Hermes Loan shall only finance up to the lesser
of EUR160,000,000 and 80% of the German Construction Contract Component, with the FEC Tranche A Loan, FEC Tranche B Loan and, if
applicable, the Finnvera Balancing Loan financing the balance of the final instalment;



 






    33


     


    

 


		(ii)	on the Disbursement Date, in Dollars to Finnvera in or towards payment of the Finnvera Premium
and, if applicable, the Finnvera Balancing Premium provided that the relevant portion of the FEC Tranche B Loan shall only finance
the Finnvera Premium and, if applicable, the relevant portion of the Finnvera Balancing Loan shall only finance the Finnvera Balancing
Premium; and



 


		(iii)	on the Actual Delivery Date, in Dollars (based on the spot rate of exchange specified in the invoice
issued by Hermes prior to the Actual Delivery Date) (a) to Hermes in payment of the Second Fee; and (b) to the account
of the Borrower, as designated by the Borrower and identified by the Borrower in the Loan Request, in reimbursement of the First
Fee and in respect of any additional amounts standing to the Dollar Pledged Account as of the date of such disbursement provided
that the relevant portion of the Hermes Loan shall only finance payment of such First Fee and Second Fee.



 


Section 2.6.
Funding


 


Each Lender may, if
it so elects, fulfil 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 Transfer Certificate or 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 Section 4.3, 4.4, 4.5 and 4.6 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 and prepayment consequent upon reduction in Contract Price


 


		(a)	Subject to Section 3.1(b), the Borrower shall repay the Loan in 24 equal semi-annual instalments,
with the first instalment to fall due on the date falling six (6) months after the Disbursement Date and the final instalment
to fall due on the date of Final Maturity.



 






    34


     


    

 


		(b)	If, on the Actual Delivery Date, the outstanding principal amount of the Loan exceeds the US Dollar
Maximum Loan Amount (as a result of a reduction in the Contract Price after the Disbursement Date and before the delivery of the
Purchased Vessel), the Borrower shall prepay the Loan in an amount equal to such excess within two (2) Business Days after
the Actual Delivery Date. Any such partial prepayment shall be applied on a pro rata basis across each of the FEC Loan, the Hermes
Loan and, if applicable, the Finnvera Balancing Loan provided that the Borrower may direct how such pro rata prepayment
shall be applied between the FEC Tranche A Loan and the FEC Tranche B Loan.



 


		(c)	No amount repaid or prepaid by the Borrower pursuant to this Section 3.1 may be re-borrowed
under the terms of this Agreement.



 


Section 3.2.
Prepayment


 


Section 3.2.1.
Voluntary Prepayment


 


The Borrower:


 


		(a)	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:



 


		(i)	all such voluntary prepayments shall require (x) for prepayments on or after the Disbursement
Date made prior to the Actual Delivery Date in respect of the advance made on the Disbursement Date, at least two (2) Business
Days' prior written notice to the Facility Agent, and (y) for all other prepayments, at least thirty (30) calendar days' prior
written notice (or such shorter period as the Majority Lenders may agree), if all or any portion of the prepayment is to be applied
in prepayment of a Fixed Rate Loan, or otherwise at least five (5) Business Days' (or, if such prepayment is to be made on
the last day of an Interest Period for the Loan, four (4) Business Days') prior written notice, in each case to the Facility
Agent; and



 


		(ii)	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 forward order of maturity, inverse order
of maturity or rateably at the Borrower's option against the remaining instalments; provided, however, that any such partial prepayment
shall be applied on a pro rata basis across each of the FEC Loan, the Hermes Loan and, if applicable, the Finnvera Balancing Loan
and provided further that the Borrower may direct how such pro rata prepayment shall be applied between the FEC Tranche
A Loan and the FEC Tranche B Loan.



 






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Section 3.2.2.
Illegality


 


		(a)	If, by reason of a Change in Law, it becomes unlawful under any applicable law (i) for a Lender
to be subject to a commitment to make available to the Borrower such Lender's portion of the FEC Loan and/or Hermes Loan and/or
the Finnvera Balancing Loan, if applicable, (ii) for a Lender to make or hold its portion of the FEC Loan and/or Hermes Loan
and/or the Finnvera Balancing Loan, if applicable, in its Lending Office, (iii) for a Lender to receive a payment under this
Agreement or any other Loan Document or (iv) for a Lender to comply with any other material provision of, or to perform its
obligations as contemplated by, this Agreement or any other Loan Document, the Lender affected by such Change in Law may give written
notice (the "Illegality Notice") to the Borrower and the Facility Agent of such Change in Law, including reasonable
details of the relevant Change of Law and specifying which, if not all, of its Commitment (the "Affected Commitment")
and portion of the Loan (the "Affected Loan") is affected by such Change in Law. Any Illegality Notice must be
given by a Lender no later than 120 days after such Lender first obtains actual knowledge or written notice of the relevant Change
in Law.



 


		(b)	If an affected Lender delivers an Illegality Notice prior to the Disbursement Date, then, subject
to Section 11.20, (1) while the arrangements contemplated by the following clause (2) have not yet been completed
and the Affected Commitment of such Lender has not been formally cancelled, such Lender shall not be obliged to fund its Affected
Commitment and (2) the Borrower shall be entitled at any time within 50 days after receipt of such Illegality Notice to replace
such Lender with another Lender hereunder or one or more other financial institutions (I) reasonably acceptable to the Facility
Agent, (II) acceptable to each of Finnvera (in respect of the FEC Loan and, if applicable, the Finnvera Balancing Loan) and/or
Hermes (in respect of the Hermes Loan) (as applicable), (III) meeting the criteria set out at section 2.2 of the Terms and
Conditions (in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (IV) in the case of replacement
of an Option A Lender, reasonably acceptable to KfW provided that any such assignment or transfer shall be either (x) in the
case of a single assignment or transfer, an assignment or transfer of all of the rights and obligations of the assigning or transferring
Lender under this Agreement with respect to the Affected Commitment or (y) in the case of more than one assignment or transfer,
an assignment or transfer of a portion of such rights and obligations made concurrently with another such assignment or transfer
or other such assignments or transfers that collectively cover all of the rights and obligations of the assigning or transferring
Lender under this Agreement with respect to the Affected Commitment. If, at the end of such 50-day period, the Borrower has not
so replaced such affected Lender as aforesaid and no alternative arrangements have been implemented pursuant to Section 11.20,
the Affected Commitment held by such Lender shall be cancelled.



 






    36


     


    

 


		(c)	Subject to Proviso (a) in Section 9.2, if an affected Lender delivers an Illegality Notice
on or following the Disbursement Date, then the Borrower shall have the right, but not the obligation, exercisable at any time
within 50 days after receipt of such Illegality Notice (the "Option Period"), either (1) to prepay the portion
of the Affected 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 another Lender hereunder or one or more other financial institutions (I) reasonably acceptable to
the Facility Agent, (II) acceptable to Finnvera (in respect of the FEC Loan and, if applicable, the Finnvera Balancing Loan)
and/or Hermes (in respect of the Hermes Loan) (as applicable), (III) meeting the criteria set out in section 2.2 of the Terms
and Conditions (in respect of the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (IV) in the case of replacement
of an Option A Lender, reasonably acceptable to KfW; provided that (x) in the case of a single assignment or transfer, any
such assignment or transfer shall be either an assignment or transfer of all of the rights and obligations of the assigning or
transferring Lender under this Agreement with respect to the Affected Loan or, in the case of more than one assignment or transfer,
an assignment or transfer of a portion of such rights and obligations made concurrently with another such assignment or transfer
or other such assignments or transfers that collectively cover all of the rights and obligations of the assigning or transferring
Lender under this Agreement with respect to the Affected Loan and (y) no Lender shall be obliged to make any such assignment
or transfer as a result of an election by the Borrower pursuant to this Section 3.2.2(c) unless and until such Lender
shall have received one or more payments from one or more Assignee Lenders, Transferee Lenders and/or the Borrower in an aggregate
amount at least equal to the portion of the Affected Loan held by such Lender, together with all unpaid interest and fees thereon
accrued to but excluding the date of such assignment or transfer (and all other amounts (including, without limitation, Break Costs)
then owing to such Lender under this Agreement with respect to the Affected Loan).



 


Section 3.2.3.
Prepayment requirements


 


Each prepayment of
the Loan made pursuant to this Section 3.2 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


 


	(a)	The Loan shall accrue interest from the Disbursement Date to the date of repayment or prepayment
of the Loan in full to the Lenders as follows:



 


		(i)	on the FEC Tranche A Loan at the FEC CIRR Rate subject to any FEC Conversion in which case interest
shall accrue on the FEC Tranche A Loan at the FEC Tranche A Floating Rate with effect from the date set forth in Section 3.3.3(b) or
Section 3.3.3(c), as applicable; and



 


		(ii)	on the FEC Tranche B Loan at the applicable Floating Rate; and



 






    37


     


    

 


		(iii)	on each of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan at the KfW Standard Fixed Rate or, if an election is made under section 3.3.1(b), at the KfW Fixed
Rate, subject in each case to any election made by the Borrower to elect the applicable Floating Rate pursuant Section 3.3.2(b) or
any conversion of any portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan held by a Lender to a Floating
Rate Loan upon termination of the KfW CIRR Agreement to which such Lender is a party in accordance with Section 3.3.2(e) in
which case the Hermes Loan and, if applicable, the Finnvera Balancing Loan shall each accrue interest at the applicable Floating
Rate.



 


Interest
calculated at the applicable Fixed Rate, the applicable Floating Rate or the FEC Tranche A Floating Rate (as the case may be) shall
be payable semi-annually in arrears on each Repayment Date. The Loan shall bear interest for each Interest Period, from and including
the first day of such Interest Period up to but excluding the last day of such Interest Period, at the interest rate determined
as applicable to the Loan for such Interest Period and Interest Periods shall be for a duration of six months. All interest shall
be calculated on the basis of the actual number of days elapsed over a year comprised of 360 days.


 


	(b)	(i)	By written notice to the Facility Agent delivered on or before
the Election Date, the Borrower may, subject to the prior administrative approval of KfW acting on the instructions of the Federal
Republic of Germany, elect, without incurring any liability to make any payments pursuant to Section 4.4 or any other indemnity
or compensation obligation, to pay interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the percentage
rate per annum (the "KfW Fixed Rate") equal to the aggregate of:



 


		(A)	the weighted average rate of interest
(and having regard to the Percentage of the Hermes Commitment and, if applicable, the Finnvera Balancing Commitment of each
Lender) at which KfW (on behalf of each Option A Lender) and each Option B Lender is able to hedge its respective cost of funding
and payment profile of the Hermes Loan and, if applicable, the Finnvera Balancing Loan (and on the basis that the hedging by KfW
shall be required to be approved by the Federal Republic of Germany), but which rate of interest shall, for this purpose, be neither
a rate which is (1) lower than the KfW CIRR Floor or (2) higher than the KfW CIRR Cap; and



 


	 	(B)	the KfW Fixed Rate Margin.




 


		(ii)	The hedging costs used to determine the
KfW Fixed Rate shall be determined in the good faith discretion of KfW (on behalf of each Option A Lender) and each Option B Lender.
Where the Borrower makes an election to pay interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan
at the KfW Fixed Rate it shall no longer be entitled to make an election under Section 3.3.2(b).



 






    38


     


    

 


		(iii)	In connection with the option to elect the KfW Fixed Rate set out above, at any time on or before
the Election Date, the Borrower shall be entitled to consult with the Facility Agent and request that the Facility Agent obtains
indicative quotes of the KfW Fixed Rate at or around the time of any such request and such indicative quotes (based on the relevant
information provided by KfW and each Option B Lender) shall be forwarded by the Facility Agent to the Borrower. Each Option B Lender
agrees to provide to the Facility Agent and KfW, promptly upon request, sufficient information and indicative rates of interest
in relation to its hedging arrangements contemplated by Section 3.3.1(b) to enable the indicative KfW Fixed Rate to be
provided to the Borrower pursuant to Section 3.3.1(b).



 


	(c)	If, on or before the Election Date, the Borrower has neither elected the KfW Fixed Rate in accordance
with Section 3.3.1(b) nor the applicable Floating Rate in accordance with Section 3.3.2(b) for the Hermes Loan
and, if applicable, the Finnvera Balancing Loan, then it is acknowledged and agreed that on the date falling 64 days prior to the
actual Disbursement Date (or, if such date is not a Business Day, the next Business Day following that date), that the KfW CIRR
Cap shall be set as the KfW CIRR Rate for the purpose of the Fixed Rate applicable to each of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan.



 


Section 3.3.2.
Conversion to Floating Rate


 


	(a)	The Borrower shall only be obliged to make any indemnity or compensation payment to any Lender in connection with any conversion
of the FEC Tranche A Loan from the FEC CIRR Rate to the FEC Tranche A Floating Rate following an FEC Conversion pursuant to Section 3.3.3
and in the circumstances set out in Section 3.3.3(b) and (c) below.




 


	(b)	At any time prior to the Disbursement Date, and provided that the Borrower has not elected the KfW
Fixed Rate pursuant to Section 3.3.1(b), the Borrower may elect to pay interest on the Hermes Loan and, if applicable, the
Finnvera Balancing Loan at the applicable Floating Rate by written notice (the “KfW Floating Rate Election Notice”)
to the Facility Agent. If the KfW Floating Rate Election Notice is delivered by the Borrower on or prior to the Election Date,
the Borrower shall not incur any liability to make any payments pursuant to Section 4.4 or to incur any other indemnity or
compensation obligation. If the KfW Floating Rate Election Notice is delivered by the Borrower after the Election Date, the Borrower
shall either (i) pay such compensation to the relevant Hermes Lenders and, if applicable, the relevant Finnvera Balancing
Lenders as required by, and in accordance with, Section 4.4 to the extent such Lender incurs a loss as set out in Section 4.4
or (ii)  with the prior written consent of FEC as a Fixed Rate Provider extend the Disbursement Date to a date that falls
at least 65 days after the date the KfW Floating Rate Election Notice was first delivered by the Borrower. In the event that the
Borrower elects the option under the foregoing clause (ii), the Borrower shall deliver a Loan Request to the Facility Agent in
accordance with Section 2.5(a), and the proposed Disbursement Date set out in such Loan Request shall be a date that falls
at least 65 days after the date the KfW Floating Rate Election Notice was first delivered by the Borrower.




 


	(c)	If the Borrower has not elected the applicable Floating
Rate prior to the Disbursement Date as permitted by Section 3.3.2(b), the Borrower may elect, by written notice to the Facility
Agent no later than 2:00 p.m. Frankfurt time 32 days prior to the end of an Interest Period and subject to Section 4.4,
to pay interest on each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan for the remainder of the term of the
Hermes Loan and, if applicable, the Finnvera Balancing Loan at the applicable Floating Rate, with effect from the end of that
Interest Period.




 






    39


     


    

 


	(d)	Any election made under any of Section 3.3.2(b) or
Section 3.3.2(c) may only be made one time during the term of each of the Hermes Loan and, if applicable, the Finnvera
Balancing Loan and shall be irrevocable.




 


	(e)	(i)	If, during any Interest Period, and where interest on the Hermes Loan is determined at the applicable Fixed Rate, the KfW CIRR
Agreement in effect with any Lender is terminated for any reason (other than as a result of the negligence or wilful misconduct
of such Lender), then the portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan held by such Lender shall
convert to a Floating Rate Loan on the last day of such Interest Period, and the Borrower shall pay interest on that portion of
the Hermes Loan and, if applicable, the Finnvera Balancing Loan at the applicable Floating Rate for the remainder of the term
of the Hermes Loan and, if applicable, the Finnvera Balancing Loan.



 


		(ii)	Notwithstanding the foregoing paragraph,
the Borrower shall not be obligated to make any indemnity or compensation payment to any Hermes Lender and, if applicable, any
Finnvera Balancing Lender in connection with any conversion of the Hermes Loan and, if applicable, the Finnvera Balancing
Loan or in each case any portion thereof to a Floating Rate Loan unless (a) such conversion is a result of an election by
the Borrower pursuant to Section 3.3.2 (b) or (c) or (b) such conversion occurs as a result of any acceleration
of the Hermes Loan and, if applicable, the Finnvera Balancing Loan due to the occurrence of an Event of Default.



 


Section 3.3.3.
FEC Conversion


 


		(a)	The parties to this Agreement acknowledge and agree that, at any time when the FEC Tranche A Loan
is subject to the FEC CIRR Rate, FEC will have the right to effect an FEC Conversion with respect to the FEC Tranche A Loan (if
it has been advanced) or the FEC Commitment relating to the FEC Tranche A Loan (if the FEC Tranche A Loan has not been advanced)
if:



 


		(i)	the funds made available under the Loan have been used for a purpose other than pursuant to Section 2.5(d);



 


		(ii)	the Borrower has provided incorrect information in relation to an essential issue or failed to
disclose matters that have an essential impact on the terms and conditions set out in schedule 3 of the FEC Supplemental Assignment
Agreement or the approval of the FEC Financing;



 


		(iii)	a Transferring Lender or the Facility Agent has provided incorrect information in an essential
matter in connection with the Application or failed to disclose matters that have an essential impact on the approval of the FEC
Financing; or



 






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		(iv)	a Transferring Lender or the Facility Agent is, in connection with the export transaction pursuant
to the Construction Contract or the Loan, found by a court of competent jurisdiction to have been engaged prior to the Disbursement
Date in any act that constitutes corrupt activity within the meaning described in clause 12 of the FEC Supplemental Assignment
Agreement, or if otherwise the same is proven without controversy.



 


		(b)	In the event that FEC is entitled under the terms of clause 13.1.1 of the FEC Supplemental Assignment
Agreement to effect an FEC Conversion, it shall notify the Borrower through the Facility Agent and advise of the date on which
the FEC CIRR Rate will terminate and the FEC Tranche A Floating Rate will apply (the "FEC Conversion Notice")
and the Borrower and FEC shall agree the FEC Tranche A Floating Rate Margin which is to apply for purposes of determining the FEC
Tranche A Floating Rate in accordance with the procedure set out in a separate side letter between the Borrower and FEC. Any margin
agreed shall constitute the FEC Tranche A Floating Rate Margin to apply to the FEC Tranche A Loan effective on and from the date
specified in the FEC Conversion Notice.



 


		(c)	If the Borrower and FEC are unable to agree upon the alternative margin to apply for purposes of
determining the FEC Tranche A Floating Rate as provided in Section 3.3.3(b), FEC shall set the FEC Tranche A Floating Rate
Margin and FEC shall furnish a certificate to the Borrower and the Facility Agent (the "FEC Conversion Floating Rate Certificate")
setting forth such rate (including margin) as soon as reasonably practicable, which FEC Tranche A Floating Rate Margin shall be
effective on and from the date specified in the FEC Conversion Notice.



 


		(d)	If an FEC Conversion occurs due to occurrence of the events or circumstances specified in Section 3.3.3(a)(ii),
the Borrower shall indemnify FEC in its capacity as a Fixed Rate Provider for (x) any Break Costs incurred because of the
change of the interest rate and regardless of whether any FEC Commitment is cancelled or any portion of the FEC Tranche A Loan
is prepaid in connection with such change of interest and (y) the Interest Subsidy Amount Repayable.



 


		(e)	If an FEC Conversion occurs due to the occurrence of the events or circumstances specified in Section 3.3.3(a)(i),
(iii) or (iv), then, unless such events or circumstances are directly attributable to a breach by the Borrower of its obligations
under the Loan Documents, the Facility Agent or Transferring Lender or Transferring Lenders who provided such incorrect information
or engaged in such corrupt activity shall (A) indemnify FEC in its capacity as a Fixed Rate Provider for (x) any Break
Costs incurred because of the change of the interest rate and regardless of whether any FEC Commitment is cancelled or any portion
of the FEC Tranche A Loan is prepaid in connection with such change of interest and, except when Section 3.3.3(a)(iv) is
applicable, (y) the Interest Subsidy Amount Repayable and (B) indemnify the Borrower no later than three (3) Business
Days following the end of each Interest Period for any increase in the amount of interest which the Borrower has paid to the Facility
Agent for such Interest Period in respect of the FEC Tranche A Loan as a result of the conversion from the applicable Fixed Rate
to the FEC Tranche A Floating Rate.



 






    41


     


    

 


		(f)	If an FEC Conversion occurs due to the occurrence of the events or circumstances specified in Section 3.3.3(a)(i),
(iii) or (iv) which are directly attributable to a breach by the Borrower of its obligations under the Loan Documents,
the Borrower shall indemnify FEC in its capacity as a Fixed Rate Provider for (x) any Break Costs incurred because of the
change of the interest rate and regardless of whether any FEC Commitment is cancelled or any portion of the FEC Tranche A Loan
is prepaid in connection with such change of interest and (y) the Interest Subsidy Amount Repayable.



 


		(g)	In the case of the indemnity under paragraph (d) or (f), the Facility Agent shall provide
the Borrower with a certificate prepared by FEC to show, in sufficient detail, the method and basis of the computation of such
Break Costs and Interest Subsidy Amount Repayable. In any case referred to in this Section 3.3.3(g), the Facility Agent shall
collect from the Borrower the payments payable by the Borrower hereunder and pay such collected payments to FEC without delay upon
receipt of such payments from the Borrower.



 


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 while such payment is overdue
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:


 


(a)            in
the case of any principal amount of the FEC Tranche A Loan while it is a Fixed Rate Loan, the sum of the FEC CIRR Rate plus 2%
per annum;


 


(b)            in
the case of any (i) principal of and interest on each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan while
each is a Fixed Rate Loan payable to each Option A Lender or (ii) interest on the Hermes Loan and, if applicable, the Finnvera
Balancing Loan while each is a Fixed Rate Loan payable to each Option B Lender, the sum of the applicable Fixed Rate plus 3% per
annum;


 


(c)            in
the case of any principal amount bearing interest at (i) the FEC Tranche A Floating Rate, the sum of the FEC Tranche A Floating
Rate plus 2% per annum or (ii) the applicable Floating Rate in the case of the FEC Tranche B Loan, the sum of that applicable
Floating Rate plus 2% per annum; or


 


(d)            in
the case of any principal amount of each of the Hermes Loan and, if applicable, the Finnvera Balancing Loan, where the applicable
Floating Rate applies or in the case of any other amount representing a monetary Obligation (including without limitation principal
on the Hermes Loan and, if applicable, the Finnvera Balancing Loan due to each Option B Lender) the sum of that applicable Floating
Rate plus 3% per annum.


 






    42


     


    

 


Section 3.3.5.
Payment Dates


 


Interest accrued on
the Loan shall be payable, without duplication, on the earliest of:


 


		(a)	each Repayment Date;



 


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



 


		(c)	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; and



 


		(d)	in the case of any interest on any principal, interest or other amount owing under this Agreement
or any other Loan Document that is overdue, from time to time on demand of the Facility Agent until such overdue amount is paid
in full.



 


Section 3.3.6.
Interest Rate Determination; Replacement Reference Banks


 


The Facility Agent
shall obtain from each Reference Bank timely information for the purpose of determining the LIBO Rate in the event that no relevant
rate as described in paragraphs (a) and (b) of the definition of "LIBO Rate" is available and the LIBO Rate
is to be the Reference Bank 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 the Reference Bank Rate, the Facility Agent shall determine the Reference Bank 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
Majority Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Bank reasonably
acceptable to the 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 the Reference Bank Rate.


 


Section 3.4.
Commitment Fees


 


The Borrower agrees
to pay to the Facility Agent for the account of each Lender and each Residual Risk Guarantor the commitment fees on the dates and
in the amounts set out in a Fee Letter.


 


Section 3.5.
Fees


 


Section 3.5.1.
Participation Fee


 


The Borrower agrees
to pay to the Facility Agent for the account of the Lenders (other than FEC) a participation fee on the dates and in the amounts
set out in a Fee Letter.


 






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Section 3.5.2.
Agency Fee


 


The Borrower agrees
to pay the Facility Agent (for its own account) an agency fee on the dates and in the amounts set out in a Fee Letter.


 


Section 3.5.3.
Finnvera Premium and Finnvera Balancing Premium


 


(a)            On
the Disbursement Date, the Borrower shall pay to the Facility Agent, for the account of and as agent for Finnvera, an amount equal
to the product of the Applicable Finnvera Rate and the principal amount of the FEC Loan in Dollars.


 


(b)            On
the Disbursement Date, the Borrower shall pay to the Facility Agent, for the account of and as agent for Finnvera, an amount equal
to the product of the Applicable Finnvera Rate and the principal amount of the Finnvera Balancing Loan in Dollars.


 


Section 3.5.4.
Residual Risk Guarantee Fee


 


The Borrower shall
pay to each Residual Risk Guarantor the Residual Risk Guarantee Fee on the dates and in the amounts set out in a Fee Letter.


 


Section 3.5.5.
Finnvera Handling Fee


 


The Borrower agrees
to pay to the Facility Agent for and on behalf of Finnvera, the amount of the handling fee which has been invoiced by Finnvera
pursuant to the Finnvera Guarantee in an amount equal to EUR20,000. Such handling fee shall be due and payable within 14 days of
the Effective Date.


 


Section 3.6.
CIRR Guarantee Charge


 


The Borrower agrees
to pay to the Facility Agent for the account of the Federal Republic of Germany (via KfW) a CIRR guarantee charge on the dates
and in the amounts set out in a Fee Letter.


 


Section 3.7.
Other Fees


 


The Borrower agrees
to pay to the Facility Agent the other agreed-upon fees set forth in the Fee Letters on the dates and in the amounts set forth
therein.


 


Section 3.8.
Limit on Interest Make-Up


 


If,
in relation to any Interest Period during which any portion of the Hermes Loan and, if applicable, the Finnvera Balancing
Loan held by a Lender carries interest at the applicable Fixed Rate, the amount of the interest make-up to be received by such
Lender pursuant to the applicable KfW CIRR Agreement entered into by such Lender is limited to an annual rate of twelve per cent.
(12%) per annum by virtue of the provisions of section 1.1 of the Terms and Conditions, then the Borrower shall pay to the Facility
Agent for the account of such Lender any additional amount by way of interest equal to the amount of the interest make-up forgone
by the relevant Lender as a consequence of such limitation. Such additional amount shall be payable by the Borrower within five
(5) Business Days following receipt by the Borrower from the Facility Agent of the relevant Lender’s invoice accompanied
by reasonable calculation and explanation of the additional amount in question.


 






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Section 3.9.
Cancellation of KfW CIRR Agreements


 


No
Lender shall be entitled to cancel or terminate the CIRR Agreement to which it is a party without the prior written consent of
the Borrower.


 


Article IV


CERTAIN
LIBO RATE AND OTHER PROVISIONS


 


Section 4.1.
LIBO Rate Lending Unlawful


 


If after the Effective
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 (i) the FEC Tranche A Loan in the event it is accruing interest at the FEC Tranche A Floating Rate (ii) the FEC Tranche
B Loan and/or (iii) the Hermes Loan and, if applicable, the Finnvera Balancing Loan in each case where it is accruing interest
at the applicable Floating Rate, the obligation of such Lender to make, continue or maintain its portion of such (i) FEC Tranche
A Loan (ii) FEC Tranche B Loan and/or (iii) Hermes Loan and, if applicable, the Finnvera Balancing Loan bearing interest
at a rate based on the LIBO Rate 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 such FEC Tranche A Loan, FEC Tranche B Loan and/or Hermes Loan and, if applicable, the Finnvera Balancing
Loan hereunder shall be automatically converted into an obligation to make, continue and maintain its portion of such (i) FEC
Tranche A Loan (ii) FEC Tranche B Loan and/or (iii) Hermes Loan and, if applicable, Finnvera Balancing 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 applicable Floating Rate Margin (in relation to the FEC Tranche B Loan and the Hermes Loan and, if applicable,
the Finnvera Balancing Loan) or the FEC Tranche A Floating Rate Margin (in relation to the FEC Tranche A Loan where following an
FEC Conversion this is subject to the FEC Tranche A Floating Rate).


 


Section 4.2.
Screen Rate or Deposits Unavailable


 


If, in relation to
a Floating Rate Loan, the Facility Agent shall have determined that:


 


		(a)	the Screen Rate shall cease to be available as a publicly available benchmark rate; or



 


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



 






    45


     


    

 


		(c)	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



 


		(d)	if any Lender shall have entered into an Option B Interest Make-Up Agreement, the cost to Option
B Lenders that in the aggregate hold more than 50% of the aggregate outstanding principal amount of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan then held by Option B 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 Option B Lender may exercise its rights under
this Section 4.2(d) for amounts up to the difference between such Option B Lender’s cost of obtaining matching
deposits on the date such Option B 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 holding
a portion of a Floating Rate Loan. The Borrower, those Lenders and the Facility Agent shall then negotiate in good faith in order
to agree upon, in the case of Section 4.2(a), the alternative benchmark rate to be substituted for the Screen Rate (hereinafter
called the "Alternative Screen Rate") which would otherwise have applied under this Agreement and, in the case
of Section 4.2(b), 4.2(c) and 4.2(d) above, 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, those Lenders and
the Facility Agent are unable to agree upon the Alternative Screen Rate or an interest rate (or rates) and interest period (or
interest periods) (as the case may be) prior to the date occurring fifteen (15) Business Days after the giving of such Determination
Notice, the Facility Agent shall (after consultation with those Lenders) (as the case may be) set an Alternative Screen Rate or
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 Alternative Screen Rate or rate (or rates), as applicable, shall be equal to the
sum of the applicable Floating Rate Margin or, if applicable, the FEC Tranche A Floating Rate Margin and the Federal Funds Rate.
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 Section 4.2(b), Section 4.2(c) and Section 4.2(d) 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 Effective
Date a change in any applicable treaty, law, regulation or regulatory requirement (including by introduction or adoption of any
new treaty, law, regulation or regulatory requirement) or in the interpretation thereof or in its application to the Borrower,
or if compliance by any Lender or Residual Risk Guarantor 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:


 






    46


     


    

 


		(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 (i) taxes as to which such Lender is indemnified under
Section 4.6 and (ii) taxes excluded from the indemnity set forth in Section 4.6); or



 


		(b)	change the basis of taxation to any Lender or Residual Risk Guarantor (other than a change in taxation
on the overall net income of any Lender or Residual Risk Guarantor) 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) or other banking or monetary controls or requirements which affect the manner
in which a Lender or a Residual Risk Guarantor 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 or Residual Risk Guarantor (provided that such Lender or Residual Risk Guarantor 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 or any Residual Risk Guarantor any other condition affecting its portion of
the Loan or any part thereof,



 


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 such Residual Risk Guarantor 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 or such Residual Risk Guarantor hereunder, then and in any such case if such
increase or reduction in the opinion of such Lender or Residual Risk Guarantor materially affects the interests of such Lender
or such Residual Risk Guarantor, (A) such Lender or such Residual Risk Guarantor 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) to designate a different Lending Office or Issuing 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 or such Residual Risk Guarantor, be otherwise disadvantageous to such Lender or such Residual
Risk Guarantor and (B) the Borrower shall forthwith upon such demand pay to the Facility Agent for the account of such Lender
or such Residual Risk Guarantor such amount as is necessary to compensate such Lender or such Residual Risk Guarantor for such
additional cost or such reduction and ancillary expenses, including taxes, incurred as a result of such adjustment unless such
additional costs are attributable to a FATCA Deduction required to be made by a party to this Agreement or are otherwise excluded
from the indemnity set forth in Section 4.6 or Section 11.4. 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 or Residual Risk Guarantor’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 or Residual Risk Guarantor’s jurisdiction of organisation or in the relevant
jurisdiction in which such Lender or Residual Risk Guarantor does business. Failure or delay on the part of any Lender or Residual
Risk Guarantor to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or Residual
Risk Guarantor’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender or a Residual Risk Guarantor pursuant to this Section for any increased costs or reductions incurred more than three
months prior to the date that such Lender or Residual Risk Guarantor notifies the Borrower of the circumstance giving rise to such
increased costs or reductions and of such Lender's or Residual Risk Guarantor’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 or Residual Risk Guarantor notifies the Borrower of the circumstance giving rise to such cost or reductions
and of such Lender's or Residual Risk Guarantor’s intention to claim compensation therefor.


 






    47


     


    

 


Section 4.4.
Funding Losses Event and Defaulting Finance Party Break Costs


 


Section 4.4.1.
Indemnity


 


(A)            In
the event (i) any Lender is required to liquidate or to re-deploy (at not less than the market rate) deposits or other funds
acquired by such Lender to fund any portion of the principal amount of its portion of the Loan (ii) FEC exercises its right
to effect an FEC Conversion (iii) FEC exercises its right to effect an FEC Reassignment or (iv) any Hermes Lender or
Finnvera Balancing Lender exercises its right to irrevocably terminate (in whole or in part) the CIRR Guarantee after the Latest
Date in accordance with section 8.3 of the Terms and Conditions, in each case, as a result of:


 


		(a)	if at the time interest is calculated
at the applicable Floating Rate on all or any part of the Loan or, if applicable, the FEC Tranche A Floating Rate on such Lender's
portion of the FEC Loan, any conversion or repayment or prepayment or acceleration of the principal amount of such Lender's portion
of such Loan on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for repayment or payment
(in each case, including any payments as a result of an FEC Reassignment made in accordance with Section 9.1.10(A) where
the Borrower is liable to pay Break Costs under Section 9.1.10(A)(b)), but excluding any prepayment made following
an election by the Borrower to effect a voluntary prepayment pursuant to Section 3.2.2(c), or any mandatory prepayment pursuant
to Section 9.1.11, by reason of a Non-Borrower Related Change in Law;



 






    48


     


    

 


		(b)	if at the time interest is calculated at the applicable Fixed Rate on such Lender's portion of
the Loan, any repayment or prepayment or acceleration of the principal amount of such Lender's portion of such Loan, other than
any repayment made on the date scheduled for such repayment (in each case, including but not limited to any payments whatsoever
as a result of an FEC Conversion or an FEC Reassignment where the Borrower is liable to pay Break Costs under Section 3.3.3(d) or
Section 3.3.3(f) in the case of an FEC Conversion and Section 9.1.10 (A)(b) in the case of an FEC Reassignment)
excluding any voluntary prepayment of all or a portion of the Hermes Loan and/or the Finnvera Balancing Loan pursuant to Section 3.2.2(c) or
any mandatory prepayment pursuant to Section 9.1.11, by reason of a Non-Borrower Related Change in Law;



 


		(c)	any voluntary reduction of the FEC Tranche A Commitment at any time or any other reduction or termination
of any Commitments other than the FEC Tranche B Commitment by the Borrower pursuant to Section 2.2 but only to the extent
that the Borrower has a liability under this Section in the circumstances set out in Section 2.2(c)(i);



 


		(d)	without prejudice to the rights of the Borrower to elect an option under Section 3.3.2(b),
an election by the Borrower of the applicable Floating Rate for the Hermes Loan and, if applicable, the Finnvera Balancing Loan
in accordance with (i) Section 3.3.2(b) (where the Disbursement Date is a date that falls less than 65 days after
the KfW Floating Rate Election Notice was delivered by the Borrower under Section 3.3.2(b) and paragraph (i) of
that Section 3.3.2(b) applies or (ii) Section 3.3.2 (c);



 


		(e)	the Loan not being advanced 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 Article V not being satisfied;



 


		(f)	any prepayment of the Loan by the Borrower pursuant to Section 4.11 or Section 9.2 (except
for any mandatory prepayment pursuant to Section 9.1.11 by reason of a Non-Borrower Related Change in Law);



 


		(g)	if at the time interest is determined or calculated (as the case may be) at the FEC CIRR Rate on
such Lender’s FEC Tranche A Commitment or portion of the FEC Tranche A Loan, as the case may be, the FEC Tranche A Loan not
being advanced on or before the Commitment Termination Date or any cancellation or assignment or transfer of the FEC Tranche A
Commitment pursuant to Section 3.2.2(b);



 


		(h)	where interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan is calculated
at the KfW Standard Fixed Rate or where the Borrower has elected the KfW Fixed Rate in accordance with Section 3.3.1(b), the
Hermes Loan and, if applicable, the Finnvera Balancing Loan not being advanced on or before the Commitment Termination Date; or



 


		(i)	where the Borrower has elected the KfW Fixed Rate in accordance with Section 3.3.1(b), the
Disbursement Date of the Hermes Loan and, if applicable, the Finnvera Balancing Loan is not the same as the expected Disbursement
Date at the time the Borrower elected the KfW Fixed Rate (and which expected Disbursement Date) was applied for the purpose of
determining the KfW Fixed Rate),



 






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(each, 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 five
(5) Business Days of its receipt of such notice:


 


		a.	if at that time interest is calculated at the applicable Floating Rate for the FEC Tranche B Loan
or, if applicable, the FEC Tranche A Floating Rate on such Lender's portion of the FEC Tranche A Loan, pay directly to the Facility
Agent for the account of such Lender an amount equal to the amount, if any, by which:



 


		(i)	interest calculated at the applicable Floating Rate or, if applicable, the FEC Tranche A Floating
Rate which such Lender would have received on its share of the amount of the FEC Loan subject to such Funding Losses Event for
the period from the date of receipt of any part of its share in the FEC 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 the FEC CIRR Rate is applied
to the FEC Tranche A Commitment or the FEC Tranche A Loan (as applicable), pay to the Facility Agent acting on the instructions
of FEC, (in its capacity as a Fixed Rate Provider) for the account of FEC in such capacity, the amount (if any) in Dollars determined
by FEC, as a Fixed Rate Provider, by which:



 


		(i)	the sum of the present value, discounted at the Reinvestment Rate, of each principal payment and
interest payment which the FEC Lender would have received on its share of any amount of the FEC Tranche A Commitment that is cancelled
or any outstanding amount of the FEC Tranche A Loan that is prepaid or accelerated, for the period from the date of cancellation
or from the date of receipt of the prepayment of the principal amount of the FEC Tranche A Loan by the FEC Lender or the date of
acceleration, until the date of Final Maturity (assuming for these purposes that interest would have accrued during the relevant
period on a loan ("Deemed Loan") made on the date of cancellation or receipt of the principal amount prepaid in
an amount equal to the FEC Tranche A Commitment so cancelled or the principal amount of the FEC Tranche A Loan so prepaid and where
such Deemed Loan is repaid in proportional repayment instalments on each of the subsequent Repayment Dates),



 






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exceeds:


 


		(ii)	the cancelled amount of the FEC Tranche A Commitment or the principal amount of the FEC Tranche
A Loan prepaid plus accrued interest paid thereon since the previous interest payment date; or



 


		c.	if at that time interest is calculated
at the applicable Floating Rate on such Lender’s portion of the Hermes Loan and, if applicable, the Finnvera Balancing
Loan, pay directly to the Facility Agent for the account of such Lender an amount (the “Floating Rate Indemnity Amount”)
equal to the amount, if any, by which:



 


		(i)	interest (not including the Floating Rate
Margin applicable to the Hermes Loan and, if applicable, the Finnvera Balancing Loan) calculated at the applicable Floating
Rate which such Lender would have received on its share of the amount of the Hermes Loan and, if applicable, the Finnvera Balancing
Loan subject to such Funding Losses Event for the period from the date of receipt of any part of its share in the Hermes Loan and,
if applicable, the Finnvera Balancing 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



 


		d.	if at that time interest is calculated
at the KfW Fixed Rate or the KfW Standard Fixed Rate on such Lender’s portion of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan, pay to the Facility Agent the sum of:



 


(A)           an
amount equal to the amount, if any, by which:


 


		(i)	interest calculated at the rate per annum
equal to (a) the applicable KfW CIRR Rate which such Lender would have received on its share of the amount of the Hermes Loan
and, if applicable, the Finnvera Balancing Loan subject to such Funding Losses Event minus (b) the applicable administrative
margin of 0.20% in the case of the KfW Standard Fixed Rate or 0.20% to 0.50% in the case of the KfW Fixed Rate, for the period
from the date of receipt of any part of its share of the Hermes Loan and, if applicable, the Finnvera Balancing Loan to
the final scheduled date for the repayment of Hermes Loan and, if applicable, the Finnvera Balancing Loan in full pursuant to Section 3.1,



 






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		exceeds:	



 


 


		(ii)	the amount by which such Lender would be able to obtain by placing for such remaining period an
equal amount to the amount received by it on deposit and receiving interest equal to the money market rate then applicable to Dollars
on the Reuters page "ICAP1" (the "Reinvestment Rate"),



 


such amount to be discounted
to present value at the Reinvestment Rate or, where the KfW Fixed Rate applies in the case of Sections 4.4.1(h) and (i), the
cost to KfW (on behalf of each Option A Lender) and each Option B Lender of adjusting, renewing, terminating or otherwise altering
the hedging arrangements entered into by KfW and each Option B Lender in connection with the settling and provision of the KfW
Fixed Rate; plus


 


		(B)	only if KfW (where such Lender is an Option
A Lender) or the Lender (where such Lender is an Option B Lender) is funding itself at a floating rate, an amount equal to the
Floating Rate Indemnity Amount (and assuming for the purpose of this calculation that the interest on the Hermes Loan and,
if applicable, the Finnvera Balancing Loan is calculated at the applicable Floating Rate and not the applicable Fixed Rate).



 


Any
amounts received by the Facility Agent under d.(A) above shall, unless otherwise advised by KfW, be for the account of, and
shall be payable to, KfW on behalf of the Federal Republic of Germany; and any amounts received by the Facility Agent under d.(B) above
in respect of a Lender’s portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan shall be for the
account of, and shall be payable to, KfW (where such Lender is an Option A Lender) or to that Lender (where such Lender is an Option
B Lender).


 


If
interest on the Hermes Loan and, if applicable, the Finnvera Balancing Loan is to be calculated at the applicable Fixed
Rate or the Borrower has elected the KfW Fixed Rate in accordance with Section 3.3.1(b), and the Borrower voluntarily cancels,
terminates or partially reduces the Hermes Commitments and, if applicable, the Finnvera Balancing Commitments in accordance with
Section 2.2 or the amount of (i) the Hermes Loan is less than the total Hermes Commitments and (ii) if applicable,
the Finnvera Balancing Commitments as at the date of this Agreement, and such cancellation or reduction is due to the non-delivery
or late delivery of the Purchased Vessel by the Builder due to of the bankruptcy or insolvency of the Builder then (1) no
indemnity payments can be claimed by the Option A Lenders under d. above in these circumstances and (2) where the cancellation
arises as a result of the late delivery of the Purchased Vessel by the Builder, the amounts that can be claimed by way of indemnity
from the Borrower under this Section 4.4 in respect of the KfW Fixed Rate in these circumstances shall be limited to the aggregate
of the costs actually incurred by KfW (on behalf of the Option A Lenders) and each Option B Lender in adjusting the hedging arrangements
entered into by KfW and such Option B Lenders in connection with the KfW Fixed Rate to take account of the delayed delivery date.


 






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


 


(B)            Where
a Defaulting Finance Party is liable to pay Break Costs to the Facility Agent for the account of FEC acting in its capacity as
a Fixed Rate Provider pursuant to Section 3.3.3(e) or Section 9.1.10(A)(c) such Break Costs shall be determined
in accordance with Section 4.4.1(A)b.


 


Section 4.5.
Increased Capital Costs


 


If after the Effective
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 (a) results in an increase of 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 or (b) a Finance Party suffers a reduction of any
amount payable under a Loan Document then, in each such case upon notice from time to time by such Lender or Finance Party to the
Borrower, the Borrower shall immediately pay directly to such Lender or Finance Party additional amounts sufficient to compensate
such Lender or such controlling Person or Finance Party 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 or Finance Party's standard method of calculating
such amount, (v) certify that such request for such additional amounts is consistent with its treatment of other borrowers
that are subject to similar provisions and (vi) certify that, to the best of its knowledge, such change in circumstances is
of general application to the commercial banking industry in the jurisdictions in which such Lender or Finance Party does business.
In determining such amount, such Lender or Finance Party may use any method of averaging and attribution that it shall, subject
to the foregoing sentence, deem applicable. Each Lender or Finance Party agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation
would avoid such reduction in such rate of return and would not, in the reasonable judgment of such Lender or Finance Party, be
otherwise disadvantageous to such Lender or Finance Party. Failure or delay on the part of any Lender or Finance Party to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender's or Finance Party's right to demand such
compensation; provided that the Borrower shall not be required to compensate a Lender or Finance Party pursuant to this
Section for any increased costs or reductions incurred more than three months prior to the date that such Lender or Finance
Party notifies the Borrower of the circumstance giving rise to such reductions and of such Lender's or Finance Party's intention
to claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive,
then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more
than six months prior to the date that such Lender or Finance Party notifies the Borrower of the circumstance giving rise to such
reductions and of such Lender's or Finance Party's intention to claim compensation therefor. Notwithstanding the foregoing, no
amounts shall be payable pursuant to Section 4.5 in respect of (i) taxes to which a Finance Party is indemnified under
Section 4.6 or (ii) taxes excluded from the indemnity set forth in Section 4.6.


 






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Section 4.6.
Taxes


 


All payments by the
Borrower of principal of, and interest on, the Loan and all other amounts payable hereunder, including for the avoidance of doubt
under any Fee Letter, shall be made free and clear of and without deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority,
but excluding with respect to each Lender (i) franchise taxes and taxes imposed on or measured by such 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 organised 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 (ii) 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 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) 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.


 






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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 agrees with the Borrower and the Facility Agent that it will (i) (a) provide to the Facility Agent and the Borrower
an appropriately executed copy of Internal Revenue Service ("IRS") Form W-9 (or any successor form) certifying
the status of such Lender as a US person, IRS Form W-8ECI (or any successor form) certifying that any payments made to
or for the benefit of such Lender are effectively connected with a trade or business in the United States or IRS Form W-8BEN-E
(or any successor form) 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 or transferee Lender, Lender that changes its Lending Office, on or prior to the date of the relevant
assignment, transfer or change), in each case attached to an IRS Form W-8IMY (or any successor form), 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) 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, the status of such Lender
or that payments to such Lender 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, a FATCA Deduction or any payments made to or for benefit of such Lender, provided
that the Lender is legally able to deliver such forms, certificates or other documents. For any period with respect to which a
Lender (or assignee or transferee Lender) 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 or Transferee Lender, would be the date on which the original assignor or transferor was required to provide
such form) or if such form otherwise is not required hereunder) such Lender (or assignee or transferee Lender) shall not be entitled
to the benefits of this Section 4.6 or Section 11.4 with respect to Covered Taxes imposed by reason of such failure.


 






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Section 4.7.
Payments, Computations, etc.


 


		(a)	Unless otherwise expressly provided in this Agreement or any other Loan Document, all payments
by the Borrower in respect of amounts of principal, interest and fees or any other applicable amounts owing to the Lenders hereunder
shall be made by the Borrower to the Facility Agent for the account of the Lenders entitled to receive such payments and rateably
in accordance with the respective amounts then due and payable to the Lenders. All such payments required to be made to the Facility
Agent shall be made by the Borrower, 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 Option A Lender hereby instructs the Facility Agent to remit all payments of interest made
with respect to any portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan held by such Option A Lender to
KfW (A) less (x) the applicable Fixed Rate Margin and (y) the CIRR administrative fee of 0.20% or 0.20% to 0.50%,
as applicable, but plus (z) an agreed KfW margin, if interest on the portion of the Hermes Loan and, if applicable, the Finnvera
Balancing Loan made by that Lender is then calculated at the applicable Fixed Rate, or (B) less (x) the applicable Floating
Rate Margin but plus (y) an agreed KfW margin, if interest on that portion of the Hermes Loan and, if applicable, the Finnvera
Balancing Loan is then calculated at the Floating Rate.



 


		(c)	Each Option B Lender hereby instructs the Facility Agent, with respect to any portion of the Hermes
Loan and, if applicable, the Finnvera Balancing Loan held by such Option B Lender, to pay directly to such Option B Lender interest
thereon at the applicable Fixed Rate or the applicable Floating Rate (whichever is applicable), on the basis that, if interest
on such portion of the Hermes Loan and, if applicable, the Finnvera Balancing Loan is then calculated at the applicable Fixed Rate,
such Option B Lender will, where amounts are payable to KfW by that Option B Lender under the KfW CIRR Agreement, account directly
to KfW on behalf of the Federal Republic of Germany for any such amounts payable by that Lender under the KfW CIRR Agreement to
which such Lender is a party.



 






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		(d)	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 (except as otherwise required by paragraph
(a) of the definition of the term "Interest Period") 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 4.8.
Replacement Lenders, etc.


 


If
the Borrower shall be required to make any payment to any Lender pursuant to Section 4.3, 4.5 or 4.6, the Borrower shall be
entitled at any time (so long as no Default and no Prepayment Event shall have occurred and be continuing) within 180 days after
receipt of notice from such Lender of such required payment to (a) terminate such Lender's Commitment (whereupon the Percentage
of each other Lender shall automatically be adjusted to an amount equal to such Lender's rateable share of the remaining Commitments),
(b) prepay the affected portion of such Lender's share of the 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) unless the Borrower and the Facility Agent shall have attempted in good
faith over a period of 30 days to replace such Lender pursuant to the following clause (c)), and/or (c) except in the case
of FEC in relation to the FEC Loan, replace such Lender with one or more financial institutions (I) reasonably acceptable
to the Facility Agent in its capacity as Hermes Agent, (II) meeting the criteria set out in section 2.2 of the Terms and Conditions
in the case of the Hermes Loan and, if applicable, the Finnvera Balancing Loan (III) acceptable to Hermes in the case of a
Hermes Lender (IV) in the case of a replacement of an Option A Lender, reasonably acceptable to KfW and (V) acceptable
to Finnvera in the case of an FEC Lender and, if applicable, a Finnvera Balancing Lender; provided that (x) in the case of
a single assignment or transfer, any such assignment or transfer shall be either an assignment or transfer of all of the rights
and obligations of the assigning or transferring Lender under this Agreement or, in the case of more than one assignment or transfer,
an assignment or transfer of a portion of such rights and obligations made concurrently with another such assignment or transfer
or other such assignments or transfers that collectively cover all of the rights and obligations of the assigning or transferring
Lender under this Agreement and (y) no Lender shall be obliged to make any such assignment or transfer pursuant to this Section 4.8
unless and until such Lender shall have received one or more payments from one or more Assignee Lenders, Transferee 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 or transfer (and all other amounts then owing to such Lender
under this Agreement). Each Lender represents and warrants to the Borrower that, as of the date of this Agreement (or, with respect
to any Lender not a party hereto on the date hereof, on the date that such Lender becomes a party hereto), there is no existing
treaty, law, regulation, regulatory requirement, interpretation, directive, guideline, decision or request pursuant to which such
Lender would be entitled to request any payments under any of Section 4.3, 4.5 and 4.6 to or for account of such Lender.


 






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Section 4.9.
Sharing of Payments


 


Section 4.9.1.
Payments to Lenders


 


If a Lender (a "Recovering
Lender") receives or recovers any amount from the Borrower other than in accordance with Section 4.7 (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 4.7, 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 4.9.2.
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 Section 4.7 of this Agreement towards the obligations
of the Borrower to the Sharing Lenders.


 


Section 4.9.3.
Recovering Lender's rights


 


On a distribution by
the Facility Agent under Section 4.9.2 of a payment received by a Recovering Lender from the Borrower, solely 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 4.9.4.
Reversal of redistribution


 


If any part of the
Sharing Payment received or recovered by a Recovering Lender becomes repayable to the Borrower and is repaid by that Recovering
Lender to the Borrower, 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



 






    58


     


    

 


		(b)	solely 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 4.9.5.
Exceptions


 


		(a)	This Section 4.9 shall not apply to the extent that the Recovering Lender would not, after
making any payment pursuant to this Section 4.9, 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 4.10.
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 4.9. 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.


 






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Section 4.11.
Use of Proceeds


 


The Borrower shall
apply the proceeds of the Loan in accordance with Section 2.5(c) and (d) and, in relation to the Disbursement Date,
prior to such application, such proceeds shall be held in an account or accounts of the Facility Agent in accordance with the provisions
of Section 2.5(b) and (c) or in an account or accounts that the Borrower shall have specified in its Loan Request
in accordance with the provisions of Section 2.5(b); without limiting the foregoing, no proceeds of the Loan will directly
or indirectly be used to lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or
any other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the
time of such finding is a Sanctioned Person or Sanctioned Country, or (ii) in any other manner that would result in a violation
of Sanctions by any Person (including any Person participating in the Loan, whether as advisor, lender, facility or other agent
or otherwise) or (iii) 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. If the proceeds of the Loan have
not been paid either (A) to the Builder or its order in accordance with Section 2.5(d)(i) and to, Finnvera, Hermes
and the Borrower in accordance with Section 2.5(d)(ii) or 2.5(d)(iii) or (B) to the Facility Agent (directly
or indirectly) in prepayment of the Loan under Section 3.2.1(a) or by 9:59 p.m. (London time) on the second Business
Day after the Disbursement Date, such proceeds shall continue to be pledged by the Borrower upon receipt in accordance with Section 2.5(c) as
collateral pursuant to the Pledge Agreement pending the Actual Delivery Date. If, within 30 days of the Disbursement Date, the
Borrower notifies the Facility Agent that the Actual Delivery Date is expected to be materially delayed, the Facility Agent, the
Borrower and the Lenders shall discuss in good faith (but without obligation) for a period of 30 days to agree whether the Loan
can be repaid and reborrowed and the terms that would apply to any such re-borrowing. In the event that no agreement is reached
and the delivery of the Purchased Vessel does not occur on or before 2 February 2026, the proceeds in the Pledged Accounts
shall be applied as a prepayment against the Loan in accordance with Section 9.2.


 


Section 4.12.
FATCA Deduction


 


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


 


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


 


Section 4.13.
FATCA Information


 


(a)             Subject
to paragraph (c) below, each party (other than the Borrower) shall, within ten (10) 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;


 






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(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.


 


		(e)	If the Borrower becomes a US Tax Obligor or the Facility Agent reasonably believes that its obligations
under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:



 


		(i)	where the Borrower is a US Tax Obligor, the date of this Agreement;



 


		(ii)	where the Borrower is a US Tax Obligor on a date an assignment or transfer is made pursuant to
Section 11.11.1 and the relevant Lender is an Assignee Lender or a Transferee Lender that becomes a Lender in accordance with
Section 11.11.1, the date on which such Assignee Lender or Transferee Lender becomes a Lender;



 


		(iii)	the date of a request from the Facility Agent,



 


supply to
the Facility Agent:


 


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



 


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



 






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



 


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



 


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



 


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:


 


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


 


(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 Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt
Party,


 


and (in each case) the Borrower or 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 the Borrower or that Lender, by notice to the Facility Agent, requires it to resign,
provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement
and (ii) shall not become effective until a successor Facility Agent has been appointed as provided in Section 10.5,
such successor Facility Agent has accepted such appointment and the consent of each of Hermes and the Finnish Authority has been
obtained for the resignation.


 






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Article V


CONDITIONS
TO BORROWING


 


Section 5.1.
Advance of the Loan


 


The obligation of the
Lenders to fund all or any portion of the Loan on the Disbursement 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 Disbursement 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 authorised to act with respect to this Agreement and each other Loan Document and as to the truth and completeness
of the attached:



 


		i.	resolutions of its Board of Directors then in full force and effect authorising the execution,
delivery and performance of this Agreement and each other Loan Document, and



 


		ii.	Organic Documents of the Borrower,



 


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 cancelling 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 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)	Stephenson Harwood LLP, counsel to the Facility Agent, as to English law, covering the matters
set forth in Exhibit B-2 hereto;



 


		(c)	Norton Rose Fulbright (Germany) LLP, counsel to the Facility Agent and the Lenders as to German
law;



 


		(d)	Clifford Chance US LLP, United States tax counsel to the Facility Agent for the benefit of the
Lenders in the form set forth in Exhibit B-3 hereto subject to such factual and consequential amendments as may be required
and amendments required due to changes in law or regulatory requirements following the Effective Date;



 






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		(e)	DLA Piper Finland Oy, as to Finnish law, covering the matters set forth in Exhibit B-4 hereto;



 


		(f)	counsel to the Facility Agent and the Lenders as to the law governing the Pledge Agreement, covering
the validity and enforceability of the Pledge Agreement; and



 


		(g)	if requested by a Lender at least 120 days prior to the expected Disbursement Date in order to
comply with Article 194 of the Regulation (EU) No 575/2013 (CRR), a single legal opinion (for the benefit of all the Lenders
notwithstanding that not all the Lenders have requested the same) on matters of German law related to the validity and enforceability
of the Hermes Insurance Policy,



 


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.
Finnvera Guarantee and Hermes Insurance Policy


 


		(a)	The Finnvera Guarantee shall have been duly executed and delivered to the Facility Agent and shall
be in full force and effect subject only to payment of the Finnvera Premium to Finnvera out of the proceeds of the FEC Tranche
B Loan and, as at the Disbursement Date, there are no written instructions from Finnvera being in effect under clause 6.1 of the
Finnvera General Terms requiring the FEC Lenders to cease disbursement of the FEC Loan.



 


		(b)	If applicable, the Second Finnvera Guarantee shall have been duly executed and delivered to the
Facility Agent and shall be in full force and effect subject only to payment of the Finnvera Balancing Premium to Finnvera out
of the proceeds of the Finnvera Balancing Loan and, as at the Disbursement Date, there are no written instructions from Finnvera
in effect under clause 6.1 of the Finnvera General Terms requiring the Finnvera Balancing Lenders to cease disbursement of the
Finnvera Balancing Loan.



 


		(c)	Each Residual Risk Guarantee shall have been duly executed and delivered to Finnvera with a copy
to the Facility Agent and shall be in full force and effect.



 


		(d)	The Facility Agent shall have received the Hermes Insurance Policy duly issued and shall be in
full force and effect subject only to payment of the Hermes Fee out of the proceeds of the Hermes Loan.



 


		(e)	Hermes shall not have, prior to the advance of the Loan, delivered to the Facility Agent or the
Hermes Agent any notice that the Federal Republic of Germany has determined that the Hermes Loan is excluded from cover under the
Hermes Insurance Policy.



 






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Section 5.1.4.
Closing Fees, Expenses, etc.


 


The Facility Agent
shall have received for its own account, or for the account of each Finance Party, 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 Finance Party)
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 counsels to the Facility Agent) 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 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 or Loan Requests duly executed by the Borrower together with:


 


		(a)	certified as true (by the Builder) copies of the "Buyer's Invoice" received by the Builder
from the Borrower pursuant to sub-paragraph (b) of paragraph 2 of Appendix B of the Construction Contract in relation to the
incurred NYC Allowance;



 


		(b)	a copy of the final invoice from the Builder showing the amount of the Contract Price (including
the NYC Allowance) and the portion thereof payable to the Builder on the Actual Delivery Date under the Construction Contract;



 


		(c)	copies of the wire transfers for all payments by the Borrower
to the Builder under the Construction Contract in respect of the Contract Price prior to the Borrower's service of the Loan Request;



 


		(d)	the Hermes Documentary Requirements as notified by the Facility Agent to the Borrower pursuant
to Section 2.3(a); and



 


		(e)	a certified true copy of the Construction Contract together with each addendum thereto which is
in effect on the date of the Loan Request.



 






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Section 5.1.7.
Foreign Exchange Counterparty Confirmations


 


		(a)	The Facility Agent shall have received a copy of each foreign exchange counterparty confirmation
entered into by the Borrower in respect of the payment of the instalments of the Contract Price (other than that relating to the
NYC Allowance) at least ten (10) Business Days prior to the proposed Disbursement Date.



 


		(b)	Following consultation with the Facility Agent the Borrower shall supply to the Facility Agent
at least three (3) Business Days prior to the date of the Loan Request its calculation of the US Dollar Maximum Loan Amount
under paragraph (a) of the definition of the term "US Dollar Equivalent".



 


Section 5.1.8.
Pledge Agreement


 


The Pledge Agreement
shall be duly executed by the parties thereto and delivered to the Facility Agent not less than thirty (30) days prior to the Disbursement
Date.


 


Section 5.1.9.
FEC Financing Documents


 


		(a)	A copy of the duly executed FEC Transfer Documents.



 


		(b)	The FEC Transfer Documents being in full force and effect and where applicable, from and after
the Disbursement Date.



 


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 Effective Date and the Disbursement Date (except
as otherwise stated).


 


Section 6.1.
Organisation, etc.


 


The Borrower is a corporation
validly organised 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 Authorisation, 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 authorised by all necessary corporate action, and do not:


 






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		(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: (i) as would not reasonably be expected to result in a Material Adverse Effect or (ii) or Liens created under
the Loan Documents.



 


Section 6.3.
Government Approval, Regulation, etc.


 


No authorisation or
approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is
required for the due execution, delivery or performance by the Borrower of this Agreement or any other Loan Document (except for
authorisations or approvals not required to be obtained on or prior to the Disbursement Date or that have been obtained or actions
not required to be taken on or prior to the Disbursement 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 Disbursement 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 Laws


 


(a)            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 would not reasonably be expected to have a Material Adverse Effect.


 


(b)            The
Borrower has implemented and maintains in effect policies and procedures designed to procure 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 (i) the Borrower,
any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees,
or (ii) 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.


 


(c)            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.


 






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Section 6.5.
Validity, etc.


 


This Agreement and
each of the other Loan Documents 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.



 


Section 6.9.
Obligations rank pari passu


 


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


 






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Section 6.10.
Withholding, etc.


 


As of the Effective
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 Disbursement 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 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 realised). 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.


 






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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;



 


		(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;



 






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



 


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



 


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



 


		(h)	information that identifies the Borrower and any Affiliate of the Borrower party to a Loan Document,
which may include the name and address of the Borrower and that Affiliate, the organisational documents of the Borrower and any
such Affiliate and such other information that will allow the Facility Agent or a Lender and/or its Affiliates to comply with its
obligations under the USA Patriot Act.



 


provided
that information required to be furnished to the Facility Agent under subsections (a), (b) and (f) 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, authorisations, 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 to obtain (or cause
to be obtained) such governmental licenses, authorisations, 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 clause (a) below) to the extent that the failure to so comply would not have a Material
Adverse Effect, which compliance shall in any case include (but not be limited to):


 


		(a)	in the case of 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;



 






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		(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 laws and Anti-Corruption 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 procure 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)	from the Actual Delivery Date, 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)	from the Actual Delivery Date, cause the Purchased Vessel to be kept in such condition as will
entitle her to classification by a classification society of recognised standing;



 


		(c)	on the Actual Delivery Date, provide the
following to the Facility Agent with respect to the Purchased Vessel:



 


(i)            evidence
(in the form of a builder's certificate or bill of sale) as to the ownership of the Purchased Vessel by the Borrower or one of
the Borrower's wholly owned Subsidiaries;


 


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


 


(iii)            a
copy of the protocol of delivery and acceptance in respect of the Purchased Vessel signed by the Builder and the Borrower, certified
as a true and complete copy by an Authorised Officer of the Borrower.


 


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



 






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(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,
from the Actual Delivery Date, 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 or its relevant Subsidiary with respect to the Purchased Vessel 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.
Finnish Authority and Hermes Requests


 


		(a)	The Borrower shall, on the reasonable request of the Facility Agent, provide such information or
documents as required under the Credit Support Documents as necessary in each case to enable the Lenders to obtain the full support
of FEC and Finnvera as provided for in the Credit Support Documents. In particular but without limitation the Borrower shall provide
to the Finnish Ministry such information as required for monitoring and supervision purposes and is relevant to the FEC Financing
and the Borrower, the Facility Agent and each of the FEC Lenders (other than FEC) shall allow representatives of the Finnish Ministry
to visit their offices for this purpose.



 


Where the Guarantee Holder as holder
of the Finnvera Guarantee or, if applicable, the Second Finnvera Guarantee receives a request for any material amendment, consent
or waiver under this Agreement, the Guarantee Holder shall ask for Finnvera's consent in respect of any such material amendment,
consent or waiver (which consent shall not be unreasonably withheld or delayed). The Borrower and the Lenders acknowledge that
Finnvera is entitled to instruct the Guarantee Holder, the FEC Lenders and, if applicable, the Finnvera Balancing Lenders how to
exercise their rights regarding the FEC Loan and, if applicable, the Finnvera Balancing Loan under this Agreement. The Facility
Agent shall procure that the Guarantee Holder shall comply, and the FEC Lenders and, if applicable, the Finnvera Balancing Lenders
shall comply, with the written instructions and notices given by Finnvera and shall not exercise any rights under this Agreement
in a manner inconsistent with such written instructions and notices of Finnvera, provided that any such instructions do
not oblige the Guarantee Holder or any FEC Lender or, if applicable, any Finnvera Balancing Lender to act outside of or contrary
to or in beach of its obligations under or the powers and authority conferred on each of them (acting in any capacity) under this
Agreement. For the avoidance of doubt, nothing in this Section 7.1.7 shall affect the obligations of the Guarantee Holder
under clause 4.2 of the Finnvera General Terms.


 






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		(b)	The Borrower shall, on the reasonable request of the Hermes Agent or the Facility Agent, provide
such other information as required under the Hermes Insurance Policy and/or the Hermes Conditions as necessary in each case to
enable the Hermes Agent, the Facility Agent or the Hermes Lenders to obtain the full support of Hermes and/or the government of
the Federal Republic of Germany (as the case may be) pursuant to the Hermes Insurance Policy and/or the Hermes Conditions (as the
case may be). The Borrower shall pay to the Hermes Agent, the Facility Agent or the Hermes Lenders the amount of all reasonable
costs and expenses reasonably incurred by the Hermes Agent, the Facility Agent or the Hermes Lenders in connection with complying
with a request by Hermes or the government of the Federal Republic of Germany for any additional information necessary or desirable
in connection with the Hermes Insurance Policy or the Hermes Conditions; provided that the Borrower is consulted before
the Hermes Agent, the Facility Agent or Hermes Lenders incurs any such cost or expense.



 


The Lenders shall not take any
action that: (a) would have an adverse effect on the Hermes Insurance Policy; (b) would adversely impact the effectiveness
of the Hermes Insurance Policy; or (c) would amend or otherwise modify the terms of the Hermes Insurance Policy in a manner
that would impact any of the rights and obligations of the Borrower under this Agreement, other than in accordance with, or as
contemplated by, the terms of this Agreement or as may be requested by the Borrower.


 


Section 7.1.8.
Notice of written amendments to Construction Contract


 


The
Borrower shall furnish to the Facility Agent, as soon as practicable after such amendment or modification is entered into, (a) each
formal addendum to the Construction Contract (which on its face is identified as an addendum) and (b) notice of any other
written amendment to or written modification of the Construction Contract (other than upward or downward adjustments resulting
from change orders effected as contemplated by the express terms of the Construction Contract) that (i) relates to the amount
of the Contract Price, (ii) relates to the date on which the Purchased Vessel is to be delivered or (iii) (either by
itself or when aggregated with earlier amendments or modifications, if any) results in a decrease in the dimensions or capacity
of the Purchased Vessel in terms of the number of passengers and/or staterooms by more than five per cent (5%), in each case to
the extent that any of the same do not require approval pursuant to Section 7.2.8.


 






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Section 7.1.9.
Hedging Activities


 


The
Borrower shall deliver to the Facility Agent on a quarterly basis following the Effective 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 under any agreements entered into by the Borrower from time to time in spot or forward
currency markets for the purchase of EUR with Dollars in order to pay the Contract Price or fix the NYC Applicable Rate.


 


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 activities reasonably related, ancillary or complementary 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(c), at any one time outstanding not exceeding (determined at the time of creation
of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) 10% 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.



 






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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)	the Construction Mortgage but only to the extent that the same is discharged on the Actual Delivery
Date;



 


		(c)	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 applicable) (i) 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;



 


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



 


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



 






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		(f)	Liens securing Government-related Obligations;



 


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



 


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



 


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



 


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



 


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



 


		(l)	Liens on Vessels that:



 


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


 


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


 


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


 


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


 


		(m)	normal and customary rights of 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 favour of
banks or other depository institutions;



 


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



 






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		(o)	Liens on cash or Cash Equivalents or marketable securities securing:



 


(i)          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; or


 


(ii)            letters
of credit that support such obligations;


 


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



 


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



 


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



 


Section 7.2.4.
Financial Condition


 


The Borrower will not
permit:


 


		(a)	Net Debt to Capitalisation 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 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).


 






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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 or Prepayment Event has occurred and is continuing or would occur
after giving effect thereto, the Borrower or any of its Subsidiaries may merge into any other Person, or any other Person may merge
into the Borrower or any such Subsidiary, or the Borrower or any of its Subsidiaries may purchase or otherwise acquire all or substantially
all of the assets of any Person, in each case so long as:



 


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


 


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


 


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



 


		(B)	the surviving corporation shall, promptly upon the request of the 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; and



 


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



 






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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 7.2.8.
Construction Contract


 


The Borrower will not
amend or modify any term or condition of the Construction Contract if such amendment or modification results in (i) a change
of type of the Purchased Vessel or (ii) (either by itself or when aggregated with earlier amendments or modifications, if
any) a decrease in the capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by more than five
per cent (5%) or (iii) the Purchased Vessel being unable to comply with applicable laws (including Environmental Laws) if,
in the reasonable opinion of each of Finnvera and the Hermes Agent, such inability has or could reasonably be expected to have
a Material Adverse Effect.


 


Section 7.3.
Limitation of in respect of Certain Representations, Warranties and Covenants


 


The representations
and warranties and covenants given in Section 6.4(b) and Section 7.1.3(f) respectively shall only be given,
and be applicable to, a Lender resident in the Federal Republic of Germany or any other Lender who notifies the Facility Agent
that this Section 7.3 applies to them 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 in conjunction with (EU) 2018/1100 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".


 






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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 Fees or Break Costs, or the Borrower
shall default in the payment of any other fee due and payable under any Fee Letter, provided that, in the case only of any
default in the payment of any interest on the Loan or of any Commitment Fees, 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 Break Costs or of any other fee due and payable under any 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 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; (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing,
securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement
or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause
such Indebtedness to become due and payable prior to its scheduled maturity (other than as a result of any sale or other disposition
of any property or assets under the terms of such Indebtedness); or (d) any such Indebtedness shall be declared to be due
and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption or by
voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required to
be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any property
or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment triggered
by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an Event of
Default under this Section 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.


 






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



 


		(d)	permit or suffer to exist the commencement of any bankruptcy, reorganisation, 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 authorises
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 authorising, 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.


 






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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
Majority Lenders, shall by notice to the Borrower declare all of the outstanding principal amount of the Loan and other Obligations
to be due and payable or payable on demand and/or the Commitments (if not previously terminated) to be terminated, whereupon the
full unpaid amount of the Loan and other Obligations shall be and become immediately due and payable or payable on demand (as the
case may be), without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate provided
that the Facility Agent shall if so instructed by (i) FEC (where it is the only Lender of the FEC Loan (acting on the
instructions of Finnvera)) in relation the FEC Loan, or (ii) the Majority Lenders (other than FEC) (with the approval of Hermes)
in relation to the Hermes Loan and/or (acting on the instructions of Finnvera) in relation to the Finnvera Balancing Loan, by notice
to the Borrower:


 


		(a)	cancel all or any part of the (i) FEC Tranche A Commitment and/or the FEC Tranche B Commitment
in the case of FEC and/or (ii) the Finnvera Balancing Commitment and/or the Hermes Commitment (as the case may be) in the
case of the Majority Lenders (other than FEC); and/or



 


		(b)	declare that all or part of any amounts outstanding under the Loan Documents in respect of the
Loan or any part thereof are:



 


		(i)	immediately due and payable;
and/or



 


		(ii)	payable on demand by the Facility Agent acting on the instructions of FEC in relation to the FEC
Loan and the Majority Lenders (other than FEC) in relation to the Hermes Loan and/or, if applicable, the Finnvera Balancing Loan.



 






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Any notice given under
this sub-clause will take effect in accordance with its terms, provided that unless Finnvera has instructed otherwise FEC agrees
to consult with the Transferring Lenders (acting in any capacity in relation the FEC Loan), the Hermes Lenders or the Finnvera
Balancing Lenders as applicable for a period not exceeding ten (10) Business Days before giving instructions to the Facility
Agent as to the measures to be taken in relation to the acceleration or repayment of the FEC Loan pursuant to this Section 8.3.


 


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 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, authorisation, 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 Section 4.11 or Section 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:


 






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		(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 colour 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.
Termination of the Construction Contract


 


If the Construction
Contract is terminated in accordance with its terms or by other lawful means prior to delivery of the Purchased Vessel and the
parties thereto do not reach an agreement to reinstate the Construction Contract within 30 days after such termination.


 


Section 9.1.10.
FEC Reassignment and Termination, etc. of the Finnvera Guarantee, the Hermes Insurance Policy or the Second Finnvera
Guarantee


 


(A)            FEC
Reassignment


 


		(a)	The parties to this Agreement acknowledge that FEC has the right, pursuant to and in accordance
with clause 11.3 of the FEC Supplemental Assignment Agreement, to effect a reassignment and/or re-transfer by way of Transfer Certificate
of any part of the FEC Loan to the Transferring Lenders (in accordance with their respective Percentages) if and only if the circumstances
set out in clause 11.3 of the FEC Supplemental Assignment Agreement occur, namely if the Finnvera Guarantee is, due to a reason
not attributable to FEC, repudiated, withdrawn, suspended, terminated or cancelled or otherwise ceases to be in full force and
effect or binding or enforceable against Finnvera (the "FEC Reassignment").



 






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		(b)	If an FEC Reassignment is at any time effected by FEC other than as a result of any gross negligence
or wilful misconduct of the Facility Agent, the Guarantee Holder or any of the Transferring Lenders, (any such FEC Reassignment
hereinafter referred to as the "FEC Prepayment Event"), the mandatory prepayments and cancellation provisions
contained in Section 9.2 shall apply and the Borrower shall be liable to pay any Break Costs determined in accordance with
Section 4.4.1.



 


		(c)	In the event of an FEC Reassignment as a result of any gross negligence or wilful misconduct of
the Facility Agent, the Guarantee Holder or any of the Transferring Lenders, no such mandatory prepayment shall be required and
the parties to this Agreement acknowledge and agree that:



 


(i)            each
such Transferring Lender, the Facility Agent or the Guarantee Holder shall be liable to pay FEC in its capacity as a Fixed Rate
Provider, any Break Costs determined in accordance with Section 4.4.1(A)b. and any other fees, costs or expenses required
to be paid and the Facility Agent shall procure that the Guarantee Holder shall make any such payment for which it is liable;


 


(ii)            from
the date of the FEC Reassignment the Borrower shall pay interest on the relevant part of the FEC Loan at the applicable Floating
Rate; and


 


(iii)            the
Borrower shall not be liable to pay any Break Costs or any other fees costs or expenses required to be paid as a result of the
FEC Reassignment.


 


		(d)	References to the provisions of the FEC Supplemental Assignment Agreement referred to in this Section 9.1.10(A) shall
be to such provisions in the form of the FEC Supplemental Assignment Agreement as originally executed (save for any accession to
such agreement by a Transferee Lender (other than the Initial Lender) or amendment and restatement of such agreement to enable
such Transferee Lender to become a party to it as a Transferring Lender) provided no amendments or supplements thereto shall be
agreed without the Borrower's prior written consent in which case such references shall be to such provisions of the FEC Supplemental
Assignment Agreement as amended or supplemented.



 


		(e)	The parties to this Agreement acknowledge and agree that if the Transferring Lenders exercise their
right to request a re-assignment and/or re-transfer of the FEC Loan pursuant to clause 13.2 of the FEC Supplemental Assignment
Agreement, the Borrower shall not be liable to pay any costs and expenses, including but not limited to Break Costs, that are incurred
by any party as a result of such re-assignment and/or re-transfer.



 


		(f)	If Section 9.1.10(A)(c)(ii) applies, the Facility Agent and the Borrower shall enter
in good faith negotiations (for a period of not more than thirty (30) days commencing from the date of the FEC Reassignment) with
a view to agreeing a substitute basis for determining the rate of interest taking into account the creditworthiness and borrowing
credentials of the Borrower and the cost to the Transferring Lenders of funding their respective participations in the FEC Loan.



 






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		(g)	From the date of the FEC Reassignment
and unless and until an alternative rate is agreed in accordance with paragraph (f) above, the rate of interest on the relevant
part of the FEC Loan for the relevant Interest Period shall be the percentage rate per annum which is the weighted average of the
rates notified in good faith to the Facility Agent by each Transferring Lender as soon as practicable and in any event within
seven (7) Business Days of the date of the FEC Reassignment (or, if earlier, on the date falling three (3) Business Days
before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage
rate per annum and in the relevant Transferring Lender's good faith the cost to the relevant Transferring Lender of funding its
participation in that FEC Loan from whatever source it may reasonably select.



 


		(h)	Any alternative basis agreed pursuant to paragraph (f) above shall, with the prior consent
of all the Transferring Lenders and the Borrower, be binding on those parties.



 


(B)            Termination
etc. of Finnvera Guarantee or Second Finnvera Guarantee


 


If, prior
to the date of Final Maturity the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee is suspended, terminated
or withdrawn by Finnvera or otherwise ceases to be of full force and effect other than as a result of:


 


		(i)	a reason attributable to the gross negligence or wilful misconduct of FEC, the Facility Agent,
the Guarantee Holder or any of the Lenders; or



 


		(ii)	an FEC Prepayment Event,



 


then in such event, the Facility
Agent shall, as soon as reasonably practicable upon becoming aware of the same, notify the Borrower, giving details available of
the reasons or grounds for such suspension, termination or withdrawal and shall provide to the Borrower copies of documents, or
extracts thereof, as it may have in its possession in relation thereto (and the Lenders shall provide and the Facility Agent shall
procure that the Guarantee Holder shall provide such information to the Facility Agent as it may reasonably request in order for
it to comply with this requirement), to the extent not prohibited by applicable law and without requiring it to breach any obligation
binding upon it.


 


(C)            Termination
etc. of Hermes Insurance Policy


 


If
the Hermes Insurance Policy fails to be in full force and effect, is terminated or cancelled or is no longer valid, or it
is suspended for more than six (6) months, in each case, so long as (a) such failure, termination, cancellation, invalidity
or suspension is not due to the gross negligence or wilful misconduct on the part of any Lender and (b) the relevant parties
to the Hermes Insurance Policy do not reach an agreement to reinstate the Hermes Insurance Policy within 60 days after such failure,
termination, cancellation or invalidity or the end of such six (6) month period, as the case may be. It being agreed that
the Facility Agent shall promptly notify the Borrower and the Guarantor upon receipt by Hermes of a written notice that the Hermes
Insurance Policy is no longer in full force and effect, has been terminated, cancelled, is no longer valid or suspended.


 






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Section 9.1.11.
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 3.2.2(c), either: (x) the Borrower has not elected to take an action specified in clause (1) or (2) of
Section 3.2.2(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.


 


Section 9.2.
Mandatory Prepayment


 


If
any Prepayment Event shall occur and be continuing (and subject, in the case of Section 9.1.10 (C), to Section 11.20),
the Facility Agent, upon the direction of the Majority Lenders, shall by notice to the Borrower either (i) if the Disbursement
Date has occurred and the Loan disbursed require the Borrower to prepay in full on the date stipulated in such notice or, in the
case of a notice served on the Borrower in respect of a Prepayment Event under Section 9.1.11, within 15 Business Days, 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) or (ii) if the Disbursement Date
has not occurred, terminate the Commitments ; provided that:


 


		(a)	if such Prepayment Event arises under Section 9.1.11, the remedy available under this Section 9.2
shall be limited to that provided in clause (i) above and only with respect to the portion of the Loan held by the affected
Lender that gave the relevant Illegality Notice (the "Affected Lender");



 


		(b)	if the Prepayment Event arises under Section 9.1.10(A) or (B), the Borrower shall (i) prepay
the FEC Loan together with interest and all other Obligations or the FEC Commitment shall be cancelled (as the case may be) in
respect of any termination of the Finnvera Guarantee or any FEC Reassignment resulting therefrom and/or (ii) in the case of
Section 9.1.10(B) only and if applicable, prepay the Finnvera Balancing Loan together with interest and all other Obligations
or the Finnvera Balancing Commitment shall be cancelled (as the case may be) in respect of any termination of the Second Finnvera
Guarantee; and



 


		(c)	if the Prepayment Event arises under Section 9.1.10(C) and
no alternative arrangements have been agreed during the Mitigation Period under and in accordance with Section 11.20, the
Borrower shall prepay the Loan together with interest and all other Obligations or the total Commitments shall be cancelled (as
the case may be) as provided above in clause (i) above.



 






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Section 9.3.
Mitigation.


 


If
the Facility Agent or any of the Lenders has actual notice and/or knowledge of any potential suspension, termination or withdrawal
of the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee or becomes aware that an event or circumstance
has arisen which will cause the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee to be suspended, terminated
or withdrawn for any reason or no longer remain in full force and effect it shall notify the Borrower and, in the case of such
Lender, the Facility Agent. Following such notification the Lenders, the Borrower and the Facility Agent shall (at the cost and
expense of the Borrower) negotiate in good faith for a period of up to 30 days or, if less, the date by which the Finnvera Guarantee
and/or, if applicable, the Second Finnvera Guarantee shall be suspended, terminated or withdrawn 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 Facility Agent (acting on behalf of the Lenders) will request that Finnvera take part in
such negotiations but shall have no obligation other than to send such request to Finnvera. Nothing in this Section shall
oblige any Finance Party to (i) monitor or make enquiries of or any investigation into whether any such suspension, termination
or withdrawal etc. of the Finnvera Guarantee and/or, if applicable, the Second Finnvera Guarantee has occurred or will occur or
(ii) agree to any restructuring or refinancing of the Loan during any such good faith discussions.


 


Article X

THE FACILITY AGENT, THE HERMES AGENT AND THE MANDATED LEAD ARRANGERS


 


Section 10.1.
Actions


 


Each
Lender and Residual Risk Guarantor hereby appoints KfW IPEX, as Facility Agent (including (as applicable) in its capacity as CIRR
agent) and Hermes Agent as its agent under and for purposes of this Agreement, each other Loan Document and each other Credit Support
Document (for purposes of this Article X, the Facility Agent (including in its capacity as CIRR agent) and Hermes Agent are
referred to collectively as the "Agents"). Each Lender and each Residual Risk Guarantor authorises the Agents
to act on behalf of such Lender and such Residual Risk Guarantor under this Agreement each other Loan Document and each Credit
Support Document and, in the absence of other written instructions from the Majority Lenders and/or the Majority Residual Risk
Guarantors (as the case may be) 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 Article X or as otherwise advised by counsel), 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. No Agent shall be obliged to act on the instructions of any Lender, the Majority Lenders,
the Residual Risk Guarantors or the Majority Residual Risk Guarantors (as the case may be) if to do so would, in the opinion of
such Agent, be contrary to any provision of this Agreement, any other Loan Document or Credit Support Document (as the case may
be) or to any law, or would expose such Agent to any actual or potential liability to any third party or would in the reasonable
opinion of such Agent be contrary to any provision of the Finnvera Guarantee, or, if applicable, the Second Finnvera Guarantee
or the Hermes Insurance Policy (as the case may be) or in any way jeopardise the cover provided by such guarantee or policy.


 






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Section 10.2.
Indemnity


 


Each Lender (other
than FEC) and each Residual Risk Guarantor shall indemnify (which indemnity shall survive any termination of this Agreement) each
Agent, pro rata according to such Lender's Percentage or Residual Risk Guarantee Proportion (as the case may be), from and against
any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements
of counsel) that be incurred by or asserted or awarded against, 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 or Residual Risk Guarantor 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 wilful misconduct. Without limitation of the foregoing,
each Lender agrees to reimburse each Agent promptly upon demand for its rateable 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, any Residual Risk Guarantor or a third party.
No 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 favour of an Agent shall be or become, in such Agent's determination, inadequate,
such Agent may call for additional indemnification from the Lenders and the Residual Risk Guarantors 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., Frankfurt 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., Frankfurt
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.


 






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Section 10.4.
Exculpation


 


None 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 wilful
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 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 other 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 other Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement
or any other Loan Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility
in evidence or sufficiency of this Agreement or any other 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, all Lenders and all Residual Risk Guarantors,
provided that any such resignation (i) shall be subject to the restrictions in the FEC Supplemental Assignment Agreement
and (ii) 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 Majority 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 Majority Lenders and the Majority Residual Risk Guarantors shall, subject to the consent of
the Borrower unless an Event of 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 Majority Lenders
and the Majority Residual Risk Guarantors, 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 and the Majority Residual Risk Guarantors,
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:


 






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		(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.



 


If a Lender acting as the Facility Agent
assigns its Loan and, with the prior written consent of Finnvera transfers its Residual Risk Guarantee to one of its Affiliates
or, such Affiliate, with the prior written consent of Finnvera issues a replacement Residual Risk Guarantee, 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 and Residual
Risk Guarantor acknowledges that it has, independently of each Agent and each other Lender and Residual Risk Guarantor, and based
on such Lender's and Residual Risk Guarantor’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 Residual Risk Guarantor) and such other
documents, information and investigations as such Lender and Residual Risk Guarantor has deemed appropriate, made its own credit
decision to extend its Commitment. Each Lender and Residual Risk Guarantor also acknowledges that it will, independently of each
Agent and each other Lender and Residual Risk Guarantor, 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.


 






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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 other 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 Majority
Lenders) and the Residual Risk Guarantors (or, where applicable, by the Majority Residual Risk Guarantor) and unless and until
such Agent has received from the Lenders and the Residual Risk Guarantors 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.


 


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 other 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.


 






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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 other 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 other 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 and each Residual Risk Guarantor that Lender's Percentage or that Residual Guarantors
Residual Risk Guarantee Proportion, as the case may be, of every sum of money received by the Facility Agent pursuant to this Agreement
or the other Loan Documents owing to that Lender or Residual Risk Guarantor, as the case may be (with the exception of any amounts
payable pursuant to any Fee Letter and any amounts which, by the terms of this Agreement or the other 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 or Residual
Risk Guarantors) and until so paid such amount shall be held by the Facility Agent on trust absolutely for that Lender or that
Residual Risk Guarantor (as the case may be).


 


Section 10.13.
Reimbursement


 


The
Facility Agent shall have no liability to pay any sum to a Lender or Residual Risk Guarantor 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
or Residual Risk Guarantor 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 any of the other Loan Documents, that Lender or Residual Risk Guarantor 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 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 other Loan Documents and ending on the date on which the Facility
Agent receives reimbursement.


 






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Section 10.14.
Instructions


 


Where an Agent is authorised
or directed to act or refrain from acting in accordance with the instructions of the Lenders, the Majority Lenders, the Residual
Risk Guarantors or the Majority Residual Risk Guarantors (as the case may be) each of the Lenders and the Residual Risk Guarantors
shall provide such Agent with instructions within five (5) Business Days (or such longer period as is required in the opinion
of Hermes or Finnvera (as the case may be) in order for the Lenders or the Residual Risk Guarantors to receive instructions from
Hermes and/or Finnvera (as the case may be)) of such Agent's request (which request may be made orally or in writing). If a Lender
or a Residual Risk Guarantor does not provide such Agent with instructions within that period, that Lender or that Residual Risk
Guarantor 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, the Majority Lenders, the Residual
Risk Guarantors or the Majority Residual Risk Guarantors (as the case may be) 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 or the Residual Risk
Guarantors (as the case may be) under or in connection with this Agreement or any of the other Loan Documents. In that event, such
Agent will notify the Lenders or the Residual Risk Guarantors (as the case may be) of the action taken by it as soon as reasonably
practicable, and the Lenders and the Residual Risk Guarantors 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 or a Residual Risk Guarantor under this Section 10 shall be paid to such account at such bank as that Lender or
that Residual Risk Guarantor 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 or on behalf of another Lender) in order for the Facility Agent (or that Lender) to
carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in this Agreement, the other Loan Documents, any FEC
Transfer Certificate, any Transfer Certificates or any Lender Assignment Agreements (as the case may be).


 


Section 10.17.
No Fiduciary Relationship


 


Except as provided
in Section 10.12, neither 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 other Loan Document shall constitute a partnership between any two or more
Lenders or between either Agent and any other person.


 






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Section 10.18.
Initial Mandated Lead Arranger


 


(A)            The
Initial Mandated Lead Arranger has no obligations of any kind to the Borrower or any other Finance Party under or in connection
with this Agreement or the other Loan Documents.


 


(B)            Nothing
in any Loan Document constitutes the Initial Mandated Lead Arranger as a trustee or fiduciary of any other person.


 


(C)            The
Initial Mandated Lead Arranger shall not be bound to account to any Lender for any sum or the profit element of any sum received
by it for its own account.


 


Article XI

MISCELLANEOUS PROVISIONS


 


Section 11.1.
Waivers, Amendments, etc.


 


		(A)	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 (a) the Borrower and each
of (i) the Majority Lenders (acting with the consent of the Federal Republic of Germany (in accordance with section 9.2 of
the Terms and Conditions where such amendments modification or waiver is relevant to the Hermes Loan and, if applicable, the Finnvera
Balancing Loan) and (ii) only in the case of (b) and (d) below the Majority Residual Risk Guarantors, and (b) Finnvera
and Hermes in respect of any material amendment, modification or waiver; provided that no such amendment, modification or
waiver which would:



 


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



 


		(b)	modify this Section 11.1 or change the definition of "Majority Lenders" or "Majority
Residual Risk Guarantors" shall be made without the consent of each Lender and each Residual Risk Guarantor respectively;



 


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



 


		(d)	reduce any fees described in Article III payable to any Lender or any Residual Risk Guarantor
shall be made without the consent of such Lender and such Residual Risk Guarantor respectively;



 


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



 


		(f)	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



 






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



 


		(B)	The Facility Agent shall be entitled to request instructions, or clarification of any instruction,
from the Majority Lenders in relation to the Loan (or, if the relevant Loan Document stipulates the matter is a decision for any
other Lender, the Federal Republic of Germany, Hermes, Finnvera or group of Lenders from that Lender, the Federal Republic of Germany,
Hermes, Finnvera or group of Lenders) or in relation to any matters concerning the Residual Risk Guarantees. the Majority Residual
Risk Guarantors as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or
discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that
it has requested.



 


		(C)	The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in
relation to the Loan or the Majority Residual Risk Guarantors in relation to the Residual Risk Guarantees in the exercise of any
right, authority, power or discretion or any matter not expressly provided for in the Loan Documents or the Credit Support Documents.
Any such instructions given by the Majority Lenders or the Majority Residual Risk Guarantors (as the case may be) will be binding
on the relevant Lenders and relevant Residual Risk Guarantor or all the Lenders or all Residual Risk Guarantors (as the case may
be). In the absence of instructions, the Facility Agent may act as it considers to be in the best interests of all the Lenders
and the Residual Risk Guarantors.



 


		(D)	No failure or delay on the part of the Facility Agent or any Lender or any Residual Risk Guarantor
in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by the Facility Agent or any Lender or any Residual Risk Guarantor 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 and the Residual Risk Guarantors 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 (but expressly without obligation
to agree on any amendment and only on a basis which is strictly a without prejudice to the rights and benefits of the Finance Parties
currently existing under this Agreement) to conform any representations, warranties, covenants or events of default in this Agreement
to the amendments made to any substantially comparable provisions in the Nordea Agreement or the Bank of Nova Scotia Agreement
or any refinancing thereof.



 


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 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 a Lender Assignment Agreement or Transfer
Certificate (as the case may be) or at such other address 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 electronic mail, shall be deemed given upon acknowledgment of
receipt by the recipient.



 






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		(b)	So long as KfW IPEX 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/pdf medium in a format acceptable to the Facility Agent at celine.brochard@kfw.de and maritime-industries-administration@kfw.de
(or such other email address notified by the Facility Agent to the Borrower).



 


		(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 Intralinks
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 Authorisation System and the Platform is secured through a single user per deal authorisation
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).



 






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Section 11.3.
Payment of Costs and Expenses


 


The Borrower agrees
to pay on demand all reasonable expenses of the Finance Parties, KfW, FEC, Finnvera and Hermes (including the reasonable fees and
out-of-pocket expenses of counsel to the Facility Agent, KfW and the Lenders (except FEC), and of local counsel, if any, who may
be retained by counsel to the Facility Agent and, in the case each of FEC or KfW, counsel retained by each of FEC and KfW with
the Borrower's prior approval in connection with the initial syndication of the Loans, any KfW CIRR Agreement, any KfW Refinancing
Security Agreements (including legal opinions), the negotiation and execution of this Agreement and any other Loan Document or
Credit Support Document, the initial syndication of the Loan and any amendments, waivers, consents, supplements or other modifications
to, this Agreement, any other Loan Document or any Credit Support Document as may from time to time hereafter be required, whether
or not the transactions contemplated hereby are consummated. In addition, the Borrower agrees to pay reasonable fees and out of
pocket expenses of counsel to the Facility Agent and of counsel to FEC in connection with the funding under this Agreement. The
Borrower further agrees to pay, and to save the Finance Parties harmless from all liability for, any stamp, recording, documentary
or other similar taxes payable in connection with the execution, delivery or enforcement of this Agreement or the borrowing hereunder,
any other Loan Document or any Credit Support Document. 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 a Finance
Party or Finnvera 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. For the purposes of this Section 11.3, references to "KfW"
shall mean KfW only in its capacity as set out in sub-clauses (a) and (b) of the definition of "KfW".


 






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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, 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 defence 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 Loan (collectively, the "Indemnified
Liabilities"), except to the extent such claim, damage, loss, liability or expense (i) 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 wilful
misconduct or the material breach by such Indemnified Party of its obligations under this Agreement, any other Loan Document or
the Credit Support Documents and which breach is not attributable to the Borrower's own breach of the terms of this Agreement,
any other Loan Document or the Credit Support Documents or (ii) relates to taxes other than Covered Taxes. 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 defence 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 defence 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 defence 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 defence of such claim, (iv) the Borrower
shall conduct the defence 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 defence of such action, the Indemnified Party shall have the right to employ separate counsel
and to participate in the defence 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 defences 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 defences (in which case the Borrower shall not have the right to assume the defence 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 action, or (iv) the
Borrower authorises 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 wilful 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.


 






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Section 11.5.
Survival


 


The obligations of
the Borrower under Section 4.3, 4.4, 4.5, 4.6, 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; Independence of Obligations


 


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.


 


The Borrower agrees
that the Borrower's obligations under this Agreement (including its obligation to repay the Loan) (a) are independent of the
Construction Contract and (b) will not be invalidated, suspended or limited in any way by any termination, rescission, cancellation,
invalidation, non-performance or non-completion of the Construction Contract or any other contract, agreement or arrangement relating
thereto (other than the Loan Documents) or any dispute or claim between the Borrower and/or the Builder and/or any suppliers and/or
any other third parties under or in connection with the Construction Contract, or any defence thereto, or any insolvency proceedings
relating to the Builder or any other Person.


 


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


 


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.


 






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Section 11.9.
 Third Party Rights


 


		(a)	A person who is not a party to this Agreement
or a Fee Letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term
of this Agreement or such Fee Letter except that each of KfW, Finnvera and Hermes may enforce and enjoy any rights specifically
conferred upon KfW, Finnvera or Hermes pursuant to this Agreement, each Lender and Residual Risk Guarantor may enforce and enjoy
any rights conferred upon it pursuant to a Fee Letter signed on its behalf by the Facility Agent and each Lender acknowledges
and agrees to be bound by the terms of the Fees Letters to the extent they relate to the Borrower’s right to receive any
fee reimbursements due from such Lender to the Borrower.



 


		(b)	Notwithstanding any term of any Loan Document, the consent of any person who is not a party to
a Loan Document (other than Finnvera, FEC (until such time as it becomes a party thereto pursuant to the FEC Transfer Certificates)
KfW or Hermes) is not required to rescind or vary this Agreement at any time.



 


Section 11.10.
Successors and Assigns


 


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


 


		(a)	except to the extent permitted under Section 7.2.6, the Borrower may not assign or transfer
its rights or obligations hereunder without the prior written consent of the Facility Agent and each Lender; 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
or transfer 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 subject to this Section 11.11; provided that,
in the case of assignments or transfers, such New Lender (i) enters into a KfW CIRR Agreement and (ii) where applicable
enters into the relevant KfW Refinancing Security Agreements and accedes to the Interaction Agreement; and provided further
that, in the case of assignments or transfers, such Lender shall: (a) only assign or transfer to a New Lender that has agreed
to (i) enter into an Option A Refinancing Agreement or Option B Interest Make-Up Agreement (as applicable) and (ii) if
applicable enter into the relevant KfW Refinancing Security Agreement and accede to the Interaction Agreement; and (b) not
assign or transfer any rights, benefits or obligations under this Agreement unless at the same time such New Lender also executes
and delivers to Finnvera and FEC (as applicable) a Residual Risk Guarantee and any Additional FEC Transfer Documents.


 






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Section 11.11.1.
Assignments and transfers


 


(A) (i) (a) Any
Lender with the 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 share of the Loan; provided that in the case of any assignee or transferee, such assignee or transferee (other
than in the case of FEC) shall (1) be reasonably acceptable to Hermes (in relation to the Hermes Loan) and Finnvera (in relation
to the FEC Loan and, if applicable, the Finnvera Balancing Loan) and (2) meet the criteria set out in section 2.2 of the Terms
and Conditions (in relation to the Hermes Loan and, if applicable, the Finnvera Balancing Loan) and (3) in the case of a replacement
of an Option A Lender, be reasonably acceptable to KfW, (b) any Lender with notice to the Borrower and, notwithstanding
this clause (A)(i), without the consent of the Borrower, may assign or transfer at any time to KfW and (c) in connection with
the primary syndication of the Loan, at any time (and from time to time) the Initial Lender may assign or transfer to one or more
commercial banks or other financial institutions identified by the Borrower in consultation with KfW IPEX that fraction of the
Initial Lender ́s Loan or Commitment as agreed between the Borrower and KfW IPEX.


 


(ii) Any Lender,
with notice to the Borrower and the Facility Agent in all cases except in the case of an assignment or transfer to FEC or Finnvera,
and, notwithstanding the foregoing (A) clause (i), without the consent of the Borrower, or the Facility Agent may assign or
transfer (a) to FEC or Finnvera (including, but not limited to, an assignment and/or transfer by the Initial FEC Lender to
FEC under an FEC Transfer Certificate or by FEC to any other FEC Lender pursuant to the FEC Supplemental Assignment Agreement)
or following the Disbursement Date, to any of its Affiliates or (b) following the occurrence and during the continuance of
an Event of Default under Section 8.1.1, 8.1.4(a) or 8.1.5, to any other Person, in either case, all or any fraction
of such Lender's portion of the Loan but on the basis that, in the case of clause (a) and clause (b), any assignee or transferee
(other than in the case of FEC or Finnvera) shall (1) be reasonably acceptable to the Facility Agent, Finnvera (in relation
to the FEC Loan and, if applicable, the Finnvera Balancing Loan), Hermes (in relation to the Hermes Loan) and (2) meet the
criteria set out in section 2.2 of the Terms and Conditions (in relation to the Hermes Loan and, if applicable, the Finnvera Balancing
Loan) and (3) in the case of a replacement of an Option A lender, be reasonably acceptable to KfW.


 


(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 (i) any federal reserve bank or central bank as collateral security
in connection with the extension of credit or support by such federal reserve bank or central bank to such Lender or (ii) KfW
as collateral security pursuant to the terms of any Option A Refinancing Agreement entered into by such Lender.


 


(iv) No Lender may
(notwithstanding the foregoing clauses) assign or transfer any of its rights under this Agreement if the proposed assignment or
transfer would result in a breach of any terms of the Finnvera Guarantee, if applicable, the Second Finnvera Guarantee or the Hermes
Insurance Policy.


 






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(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 each of the Finnish Authorities, Hermes and (if it is then funded by KfW) KfW and the Facility
Agent and the Facility Agent has obtained a prior written consent from the Finnish Authorities, Hermes and (if it is then funded
by KfW) KfW.


 


(vi) Nothing in
this Section 11.11.1 shall prejudice the right of a Lender to assign or transfer its rights under this Agreement to the Finnish
Authorities or Hermes, if such assignment or transfer is required to be made by that Lender to the Finnish Authorities and Hermes
in accordance with the Finnvera Guarantee, if applicable, the Second Finnvera Guarantee or the Hermes Insurance Policy.


 


Save in the case of a transfer to FEC pursuant
to the FEC Transfer Documents, 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" or "Transferee Lender". Assignments
or transfers 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 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 or a Transferee Lender (as the case may be) until:


 


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



 


		(b)	such Assignee Lender or Transferee Lender shall have executed and delivered to the Borrower and
the Facility Agent a Lender Assignment Agreement or a Transfer Certificate as set out in (B) below, accepted by the Facility
Agent and if the applicable portion of the Loan is a Fixed Rate Loan, any other agreements required by the Facility Agent, KfW
or FEC in connection therewith;



 


		(c)	the Facility Agent on behalf of (i) FEC shall have received the Additional FEC Transfer Documents
where required and (ii) Finnvera shall have received a replacement Residual Risk Guarantee; and



 


		(d)	the processing fees described below shall have been paid.



 






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From and after the date that the Facility
Agent accepts such Lender Assignment Agreement or Transfer Certificate and receives the Additional FEC Transfer Documents where
required and Finnvera receives any replacement Residual Risk Guarantee and the Facility Agent receives a copy of the same, (x) the
Assignee Lender or Transferee 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 or Transferee Lender in connection with
such Lender Assignment Agreement or Transfer Certificate, shall have the rights and obligations of a Lender hereunder and under
the other Loan Documents, and (y) the assignor or transferor 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 or transfer. 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 or Transferee Lender any amount
under Section 4.3, 4.4, 4.5 and 4.6 that is greater than the amount which it would have been required to pay had no such assignment
or transfer been made. Such assignor Lender, transferor Lender or such Assignee Lender or Transferee Lender (unless a party to
an FEC Transfer Certificate under which FEC is the transferee) must also pay a processing fee to the Facility Agent upon delivery
of any Lender Assignment Agreement or Transfer Certificate in the amount of $2,000 (and shall also reimburse the Facility Agent
for any reasonable out-of-pocket costs, including reasonable attorneys' fees and expenses, incurred in connection with the assignment
or transfer).


 


(B) Procedure
for transfer to (i) FEC under an FEC Transfer Certificate or (ii) a Transferee Lender under a Transfer Certificate


 


		(a)	A novation is effected if:



 


		(i)	the Existing Lender and FEC or Transferee Lender (as the case may be) deliver to the Facility Agent
a duly completed FEC Transfer Certificate or Transfer Certificate (as the case may be); and



 


		(ii)	the Facility Agent executes it.



 


The Facility Agent must execute
as soon as reasonably practicable any FEC Transfer Certificate or Transfer Certificate (as the case may be) delivered to it and
which appears on its face to be in order.


 


		(b)	The Facility Agent shall only be obliged to execute an FEC Transfer Certificate or Transfer Certificate
delivered to it by (i) the Existing Lender and FEC or (ii) the Existing Lender and the Transferee Lender upon its completion
of all "know your customer" checks that it is required to carry out in relation to the transfer to FEC or such Transferee
Lender and upon receipt of the Additional FEC Transfer Documents where required.



 


		(c)	Each party to this Agreement (other than the Existing Lender and FEC or Transferee Lender (as the
case may be)) irrevocably authorises the Facility Agent to execute any duly completed FEC Transfer Certificate or Transfer Certificate,
as applicable on its behalf.



 


		(d)	On the Effective Date (as defined in the relevant Transfer Certificate):



 


		(i)	FEC or the Transferring Lender (as applicable) will assume the rights and obligations of the Existing
Lender in connection with (i) the FEC Loan in the relevant FEC Transfer Certificate or (ii) any other portion of the
Loan in the relevant Transfer Certificate by way of novation in substitution for the Existing Lender; and



 


		(ii)	the Existing Lender will be released from those obligations and cease to have those rights.



 






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(C)  Limitation
of responsibility of Existing Lenders


 


		(a)	Unless expressly agreed to the contrary and save in the case of a transfer by the Initial FEC Lender
to FEC on the Effective Date (as defined in the initial FEC Transfer Certificate), an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for:



 


		(i)	the legality, validity, effectiveness, adequacy or enforceability of the Loan Documents or the
Credit Support Documents;



 


		(ii)	the financial condition of the Borrower;



 


		(iii)	the performance and observance by the Borrower of its obligations under the Loan Documents; or



 


		(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Loan
Document or the Credit Support Documents,



 


and any representations or warranties
implied by law are excluded.


 


		(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:



 


		(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial
condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not
relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Loan
Document or Credit Support Document; and



 


		(ii)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and
its related entities whilst any amount is or may be outstanding under the Loan Documents or any Commitment is in force.



 


		(c)	Nothing in any Loan Document obliges an Existing Lender to:



 


		(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned
or transferred under this Section 11.11.1 except in the case of an FEC Reassignment; or



 






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		(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance
by the Borrower of its obligations under the Loan Documents or otherwise, save where Lenders are obliged to reimburse FEC for any
Break Costs.



 


Section 11.11.2.
Participations


 


Any Lender may at any
time sell to one or more commercial banks or other financial institutions (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 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(A);



 


		(e)	the Borrower shall not be required to pay any amount under Section 4.3, 4.4, 4.5 and 4.6 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 that constitutes a sale
of its share in the Loan or an interest therein for U.S. federal income tax purposes 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 Section 4.3, 4.4, 4.5, 4.6 and clause (e) of 7.1.1, shall be considered a Lender.


 






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Section 11.11.3.
Register


 


The Facility Agent,
acting as agent for the Borrower, shall maintain at its address referred to in Section 11.2 a copy of each Lender Assignment
Agreement and each Transfer Certificate 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.
Accession of Residual Risk Guarantors


 


Any New Lender which
has become a party to a Residual Risk Guarantee shall, by entering into a Transfer Certificate or a Lender Assignment Agreement
and upon execution of such Transfer Certificate or Lender Assignment Agreement by the Facility Agent, become a party to this Agreement
as a Residual Risk Guarantor and shall assume the same obligations and become entitled to the same rights as if it had been an
original party to this Agreement as a Residual Risk Guarantor.


 


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.


 


Section 11.13.
Hermes Insurance Policy


 


Section 11.13.1.
Terms of Hermes Insurance Policy


 


		(a)	The Hermes Insurance Policy will cover 95% of the Hermes Loan.



 


		(b)	The Hermes Fee will equal 2.53% of the aggregate principal amount of the Hermes Loan as at the
Actual Delivery Date.



 


		(c)	The parties have entered into this Agreement on the basis that the Hermes Insurance Policy shall
contain the following terms and should such terms not be included within the Hermes Insurance Policy, then the Borrower may cancel
the Commitment(s):



 


		(i)	25% of the Hermes Fee as in effect on the date of issuance of the Hermes Insurance Policy ("First
Fee") will be payable to the Hermes Agent or Hermes in Dollars within two (2) Business Days of receipt by the Borrower
of demand from the Hermes Agent following the later to occur of (i) the issue of the Hermes Insurance Policy and (ii) the
Effective Date;



 


		(ii)	the balance of the Hermes Fee (being the amount thereof under paragraph (b) above less the
First Fee) ("Second Fee") will be payable in Dollars to the Hermes Agent or Hermes on the Actual Delivery Date;



 






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		(iii)	if the Hermes Commitment is cancelled in full by the Borrower or the Lenders on or prior to the
Actual Delivery Date, Hermes shall be required to reimburse the Hermes Agent the amount of the First Fee less an administration
fee (such administration fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR2,500);



 


		(iv)	if the Hermes Commitment is cancelled in part by the Borrower on or prior to the Actual Delivery
Date, Hermes shall be required to reimburse the Hermes Agent an amount equal to a corresponding proportion of the First Fee, based
on the proportion of the aggregate Hermes Commitment prior to such cancellation to the aggregate Hermes Commitment after giving
effect to such cancellation, less an administration fee (such administration fee to be no greater than 5% of the amount refunded
but in any event not exceeding EUR2,500); and



 


		(v)	if, after the Actual Delivery Date, the Borrower prepays all or part of the Hermes Loan in accordance
with this Agreement, Hermes shall be required to reimburse the Hermes Agent an amount equal to a corresponding proportion of the
unexpired portion of the Hermes Fee, having regard to the amount of the prepayment and the remaining term of the Hermes Loan less
the sum of (x) a break funding fee equal to 20% of the unexpired portion of the Hermes Fee and (y) an administration
fee (such fee to be no greater than 5% of the amount refunded but in any event not exceeding EUR2,500).



 


Where the Hermes Agent receives
any reimbursement of any Hermes Fee, other than the First Fee prior to the date the Borrower is reimbursed out of proceeds of the
Hermes Loan for that First Fee, such reimbursed amount received from Hermes shall be used in prepayment of the Hermes Loan without
any further notice by the Hermes Agent to the Borrower or, where the Hermes Loan has already been prepaid in full, any such amount
shall be paid directly to the Borrower or as it may direct. The Hermes Agent shall inform the Borrower as soon as reasonably possible
after it becomes aware of any decrease in the Hermes Fee which may result in a reimbursement by Hermes of an excess amount to the
Hermes Agent and a consequential prepayment of the Hermes Loan under this Section.


 


Section 11.13.2.
Obligations of the Borrower


 


		(a)	Provided that the Hermes Insurance Policy complies with Section 11.13.1, the Borrower shall
pay (a) the First Fee to the Hermes Agent in accordance with Section 11.13.1(c)(i) and (b) the Second Fee to
the Hermes Agent on the Actual Delivery Date. In each case, if received by the Hermes Agent, the Hermes Agent shall pay such amount
to Hermes.



 






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		(b)	Provided that the Hermes Insurance Policy complies with Section 11.13.1, the Borrower shall
pay to the Hermes Agent an issue fee of EUR12,500 for the issue of the Hermes Insurance Policy at the same time that the First
Fee is payable.



 


Section 11.13.3.
Obligations of the Hermes Agent and the Lenders


 


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



 


		(b)	The Hermes 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 Hermes under the Hermes Insurance Policy and as are necessary to
ensure that the Lenders obtain the support of Hermes pursuant to the Hermes Insurance Policy.



 


		(c)	The Hermes Agent shall (in the circumstances described in Section 11.13.1(c)(iii), (iv) or
(v)):



 


		(i)	make written requests to Hermes seeking a reimbursement of the Hermes Fee promptly after the relevant
cancellation or prepayment and (subject to any confidentiality undertakings given to Hermes by the Hermes Agent pursuant to the
terms of the Hermes Insurance Policy) provide a copy of the request to the Borrower;



 


		(ii)	use its reasonable endeavours to maximise the amount of any reimbursement of the Hermes Fee to
which the Hermes Agent is entitled;



 


		(iii)	pay to the Facility Agent the full amount of any reimbursement of the Hermes Fee that the Hermes
Agent receives from Hermes within two (2) Business Days of receipt with same day value for application as a prepayment towards
the Hermes Loan in such order as the Hermes Lenders (in consultation with the Borrower) shall require; and



 


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



 


		(d)	Each Hermes Lender will co-operate with the Hermes Agent, the Facility Agent and each other Hermes
Lender, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that the Hermes Insurance
Policy and each KfW CIRR Agreement continues in full force and effect and shall indemnify and hold harmless each other Lender in
the event that the Hermes Insurance Policy or such KfW CIRR Agreement (as the case may be) does not continue in full force and
effect due to its gross negligence or wilful default.



 






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Section 11.14.
Finnvera and FEC


 


Section 11.14.1.
Finnvera Guarantee and Second Finnvera Guarantee


 


		(a)	Promptly upon receipt of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee
from Finnvera and provided that the Borrower provides a confidentiality undertaking to Finnvera in respect of the Finnvera Guarantee
and, if applicable, the Second Finnvera Guarantee, the Facility Agent shall (subject to any confidentiality undertakings given
to Finnvera by the Facility Agent pursuant to the terms of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee
send a copy thereof to the Borrower.



 


		(b)	The Facility Agent shall procure that if, after the Disbursement Date, the Borrower prepays the
FEC Loan and/or, if applicable, the Finnvera Balancing Loan in part or in full in accordance with Section 3.2.1, the Finnvera
Guarantee and, if applicable, the Second Finnvera Guarantee will require Finnvera to reimburse the Guarantee Holder for the account
of the Borrower all or a corresponding portion of any Finnvera Premium or the Finnvera Balancing Premium (as the case may be) paid
prior to the date of such prepayment in an amount calculated in accordance with the Finnvera Premium Refund Formula.



 


		(c)	Any refund of the Finnvera Premium or the Finnvera Balancing Premium (as the case may be) pursuant
to Section 11.14.1(b) above shall be subject to:



 


		(i)	there not having been any claims for indemnification under the Finnvera Guarantee and/or the Second
Finnvera Guarantee (as the case may be) up to the date of such refund payment by Finnvera; and



 


		(ii)	the irrevocable release of Finnvera from
any liability under (i) the Finnvera Guarantee in respect of the portion of the FEC Loan prepaid and/or (ii) the
Second Finnvera Guarantee in respect of the portion of the Finnvera Balancing Loan being prepaid.



 


		(d)	The Facility Agent shall procure that
the Guarantee Holder shall:



 


		(i)	make a written request to Finnvera seeking a reimbursement of the Finnvera Premium and/or the Finnvera
Balancing Premium (as the case may be) in the circumstances described in Section 11.14.1(b) and (c) above promptly
after the relevant prepayment and (subject to any confidentiality undertakings given to Finnvera by the Facility Agent pursuant
to the terms of the Finnvera Guarantee and/or the Second Finnvera Guarantee (as the case may be) provide a copy of the request
to the Borrower;



 


		(ii)	use its reasonable endeavours to maximize the amount of any reimbursement of the Finnvera Premium
and/or the Finnvera Balancing Premium (as the case may be) from Finnvera to which the Guarantee Holder is entitled;



 






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		(iii)	agree to the irrevocable release
of Finnvera from any liability under (i) the Finnvera Guarantee in respect of the portion of the FEC Loan prepaid and/or (ii) the
Second Finnvera Guarantee in respect of the portion of the Finnvera Balancing Loan prepaid; and



 


		(iv)	pay to the Borrower the full amount of any reimbursement of the Finnvera Premium and/or the Finnvera
Balancing Premium (as the case may be) that the Guarantee Holder receives from Finnvera pursuant to the terms of the Finnvera Guarantee
and/or the Second Finnvera Guarantee (as the case may be) within five (5) Business Days of receipt with same day value and
such amount of any such reimbursement shall be applied as a prepayment against the FEC Loan and the Finnvera Balancing Loan on
a pro rate basis provided that the Borrower may direct how such pro rata prepayment shall be applied between the FEC Tranche A
Loan and the FEC Tranche B Loan.



 


		(e)	The Borrower acknowledges that the Finnvera Premium and, if applicable, the Finnvera Balancing
Premium shall be calculated as provided in Section 3.5.3 and shall be paid to Finnvera from the proceeds of the FEC Tranche
B Loan and the Finnvera Balancing Loan respectively on the Disbursement Date and duly authorises (i) FEC to pay the Finnvera
Premium to Finnvera on the Disbursement Date by utilising the proceeds of the FEC Tranche B Loan and (ii) the Finnvera Balancing
Lenders to pay the Finnvera Balancing Premium to Finnvera on the Disbursement Date by utilising the proceeds of the Finnvera Balancing
Loan.



 


Section 11.14.2.
Facility Agent, Guarantee Holder and Finnvera dealings


 


		(a)	The parties to this Agreement agree that the Facility Agent and the Guarantee Holder may act on
the instructions of Finnvera in relation to this Agreement provided that nothing in this Clause shall permit the Facility Agent
to do anything which would alter the rights and/or obligations of any Finance Party or the Borrower as set out in this Agreement.



 


		(b)	Subject to any provision of the FEC Transfer Documents to the contrary, KfW IPEX as the Guarantee
Holder under the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee, agrees with the Lenders to act in compliance
with the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee.



 


		(c)	KfW IPEX as the Guarantee Holder under the Finnvera Guarantee and, if applicable, the Second Finnvera
Guarantee, may inform Finnvera of any increase or material change in any risk covered by the Finnvera Guarantee and/or, if applicable,
the Second Finnvera Guarantee to the extent it is required to do so under the terms of the Finnvera Guarantee and, if applicable,
the Second Finnvera Guarantee and/or related Finnvera General Terms or for the purposes of ensuring the continuing validity of
the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee and shall notify the Borrower in case it so informs Finnvera.



 






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Section 11.15.
FEC Transfer Documents


 


		(a)	The Borrower acknowledges that:



 


		(i)	the Initial FEC Lender has entered into or will enter into (as applicable) the FEC Transfer Documents
pursuant to which Initial FEC Lender will, amongst other things, assign and transfer its respective rights and obligations under
this Agreement to FEC in respect of the FEC Loan; and



 


		(ii)	following the assignment and transfer referred to above, the Facility Agent shall act as agent
for FEC under the Loan Documents and the Guarantee Holder shall continue to act as holder of the Finnvera Guarantee for and on
behalf of the FEC Lender(s).



 


		(b)	The Borrower and each Finance Party shall co-operate and actively assist each other with respect
to any obligations such Finance Party may have under or in connection with any Credit Support Document provided however, the Borrower
shall not be required to act in a manner that it considers to be contrary or adverse to its own interests or may, directly or indirectly,
result in any increased or additional cost or liability to the Borrower whether under the Loan Documents or otherwise (except for
costs and expenses which the Borrower has agreed, pursuant to any Loan Document or otherwise, to pay).



 


		(c)	The Finance Parties have obligations under the FEC Transfer Documents (to which they are a party)
and the Facility Agent has obligations as holder of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee, which
they would not have incurred (or in relation to which it would not have had any liability) if they had not entered into the FEC
Transfer Documents or become holder of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee. Accordingly, the
Borrower agrees to indemnify each Finance Party against any cost, loss or liability incurred by such Finance Party in connection
with the FEC Transfer Documents (to which such Finance Party is a party and acting in whatever capacity) or as holder of the Finnvera
Guarantee and, if applicable, the Second Finnvera Guarantee, and for any cost, loss or liability for which such Finance Party may
be liable to FEC or Finnvera or otherwise under any FEC Transfer Document to which it is a party (acting in whatever capacity)
or in respect of the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee, unless caused by the gross negligence
or wilful misconduct of that Finance Party or the failure to perform or any default by that Finance Party under the relevant FEC
Transfer Document, this Agreement, any other Loan Document or the Finnvera Guarantee and, if applicable, the Second Finnvera Guarantee.



 


		(d)	The FEC Transfer Documents and the Residual Risk Guarantee from the Initial Residual Risk Guarantor
shall be executed concurrently with signing this Agreement.



 






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		(e)	The Facility Agent shall or (as the case may be) shall procure that the Guarantee Holder shall,
provide a copy of each FEC Transfer Document and the Residual Risk Guarantee from the Initial Residual Risk Guarantor to the Borrower
promptly following execution of the same.



 


Section 11.16.
Application of proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee and the Hermes Insurance Policy


 


		(a)	If any Finance Party receives any proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee
or the Hermes Insurance Policy, it shall transfer such moneys to the Facility Agent.



 


		(b)	Any proceeds referred to in (a) above shall be applied by the Facility Agent in favour of
(i) an FEC Lender only in relation to monies received under the Finnvera Guarantee (ii) if applicable, the Finnvera Balancing
Lenders only in relation to monies received under the Second Finnvera Guarantee and (iii) the Hermes Lenders only in relation
to monies received under the Hermes Insurance Policy and, for the avoidance of doubt, no such proceeds shall be made available
to the Borrower.



 


		(c)	Such proceeds shall be ignored when calculating the amount owing to the Lenders in respect of the
FEC Loan, the Finnvera Balancing Loan (if applicable) or the Hermes Loan (as the case may be) and, for the avoidance of doubt,
the obligations of the Borrower under the Loan Documents to which it is a party shall remain in full force and effect, notwithstanding
the receipt of any such proceeds under the Finnvera Guarantee, the Second Finnvera Guarantee (if applicable) or the Hermes Insurance
Policy (as the case may be).



 


Section 11.17.
Waiver of immunity


 


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


 


Section 11.18.
Law and Jurisdiction


 


Section 11.18.1.
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 11.18.2.
Jurisdiction


 


For the exclusive benefit
of the Facility Agent and the other Finance Parties, 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.


 






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Section 11.18.3.
Alternative Jurisdiction


 


Nothing contained in
this Section shall limit the right of the Facility Agent or the other Finance Parties 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 preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.


 


Section 11.18.4.
Service of Process


 


Without prejudice to
the right of the Facility Agent or the other Finance Parties 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 2, Aviator Park, Station Road, Addlestone, Surrey KT15 2PG,
Attention: General Counsel, and in that event shall be conclusively deemed to have been served at the time of leaving or, if by
international courier, at 9:00 am on the third Business Day after posting by international courier.


 


Section 11.19.
Confidentiality


 


Each of the Facility
Agent, the Lenders and the Residual Risk Guarantors 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, any Residual Risk Guarantor or any of their respective Affiliates is subject or in connection with an examination
of the Facility Agent, such Lender, such Residual Risk Guarantor or any of their respective Affiliates by any such authority or
body, including without limitation the Federal Republic of Germany or Finland; (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 but without limitation including
the rules of any relevant stock exchange on which any Lender's, Residual Risk Guarantor's or its Affiliate's shares are listed;
(D) to the extent reasonably required in connection with any litigation or proceeding to which the Facility Agent, any Lender,
any Residual Risk Guarantor 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 or such Residual Risk Guarantor's independent
auditors, counsel, and any other professional advisors of the Facility Agent or such Lender or such Residual Risk Guarantor who
are advised of the confidentiality of such information; (G) to any direct participant, assignee or transferee and their representatives
and professional advisers, in relation to any Loan Document or the Borrower, provided that such Person agrees to keep such information
confidential to the same extent required of the Facility Agent, the Lenders and the Residual Risk Guarantors hereunder; (H) as
to the Facility Agent, any Lender, any Residual Risk Guarantor 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 Residual Risk Guarantor 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, the Lenders and the
Residual Risk Guarantors hereunder; (J) to each of Finnvera and Hermes provided that Finnvera or Hermes may only discuss such
information subject to receiving a confidentiality undertaking from any recipient to whom such information is disclosed (other
than in the case of other Export Credit Agencies); (K) to any other party to the Agreement; and (L) to any rating agency
(including its professional advisers) such confidential information as may be required to be disclosed to enable such rating agency
to carry out its normal rating activities in relation to the Loan Documents and/or the Borrower. Each of the Facility Agent, the
Lenders and the Residual Risk Guarantors shall be responsible for any breach of this Section 11.19 by any of its Affiliates
or any of its Affiliates' directors, officers, employees, professional advisors and agents.


 






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Section 11.20.
Mitigation


 


		(a)	If the provisions of Section 3.2.2(b), 3.2.2(c) or 9.1.10(C) apply (and having regard
to clause (b) below), the Facility Agent, the Borrower and the Lenders (or, in the case of Section 3.2.2(b) or 3.2.2(c),
any affected Lender) shall discuss in good faith (but without obligation) for a period (the "Mitigation Period")
of not less than, in the case of Sections 3.2.2(b) and 3.2.2(c), 50 days and, in the case of Section 9.1.10(C), 30 days
(and which in the case of Section 3.2.2(b) and 3.2.2(b) shall commence on the first day of the 50-day period referred
to in those respective Sections and, in the case of Section 9.1.10(C), shall run concurrently with the 30 day period referred
to in that Section or, concurrently with the three (3) month grace period applicable in the case of a suspension of the
Hermes Insurance Policy ) after (x) in the case of Section 3.2.2(b) and 3.2.2(c), the date on which the Illegality
Notice is given or (y) in the case of Section 9.1.10(C), the date such Section becomes applicable, as the case may
be:



 


		(i)	in the case of Section 3.2.2(b) or 3.2.2(c), what steps may be open to the relevant Lender
to mitigate or remove such circumstances (including, without limitation, the possibility of assigning the Lender's Commitment to
an Affiliate or another Lending Office); and



 






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		(ii)	in the case of Section 9.1.10(C), the circumstances in which Section 9.1.10(C) has
become applicable and whether there are any steps or actions which can be taken to remove the effect of the circumstances as described
in such Section and/or reinstate or replace the Hermes Insurance Policy.



 


If the provisions of Section 3.2.2(b) or
3.2.2(c) apply, if requested by the Borrower, the affected Lender shall, without limiting such Lender's obligation to enter
into discussions as set forth above in this Section 11.20(a), use commercially reasonable efforts to transfer its Affected
Commitment or its portion of the Loan, as the case may be, to one or more third parties at par during the Mitigation Period in
the manner contemplated by Section 3.2.2(b) or (c) as relevant.


 


		(b)	To the extent required by or considered necessary by any party to this Agreement, the Lenders (and,
in the case of Section 3.2.2(b) or 3.2.2(c), any affected Lender) shall use commercially reasonable efforts to include
the Finnish Authorities and Hermes in all foregoing discussions.



 


		(c)	If an Illegality Notice shall be given by any Lender during the period falling 20 days prior
to the Actual Delivery Date, the affected Lender will use all reasonable efforts to accelerate the mitigation steps of the type
described or to be discussed pursuant to this Section to try and enable the Commitment of such Lender to still be available
for drawing by the Borrower two (2) Business Days prior to the Actual Delivery Date in the manner contemplated by this Agreement.



 


Section 11.21.
CIRR requirements


 


(A)           The
Borrower acknowledges that:


 


		(a)	the government of the Federal Republic of Germany, the Federal Audit Court 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 government of the Federal Republic of Germany with information concerning the transactions
to be handled by it under this Agreement; and



 


		(ii)	disclose information concerning the subsidised 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;



 






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		(c)	the Facility Agent and (to the extent the Lenders have entered into an Option A Refinancing Agreement
with KfW) the Hermes Lenders and the Finnvera Balancing Lenders are entitled to disclose to KfW:



 


		(i)	circumstances pertaining to the Hermes Loan and, if applicable, the Finnvera Balancing Loan, proper
repayment and collaterisation;



 


		(ii)	extraordinary events which may jeopardise the proper servicing of the Hermes Loan and, if applicable,
the Finnvera Balancing Loan;



 


		(iii)	any information required by KfW with respect to the proper use of any refinancing funds granted
to the respective Hermes Lender in respect of the Hermes Loan and, if applicable, the respective Finnvera Balancing Lender in respect
of the Finnvera Balancing Loan;



 


		(iv)	the Loan Documents;



 


provided
that KfW agrees to keep such information confidential to the same extent required of Lenders pursuant to Section 11.15.


 


Section 11.22.
Modification and/or discontinuation of benchmarks


 


		(a)	If a Screen Rate Replacement Event has occurred then promptly thereafter, the Facility Agent and
the Borrower will enter into negotiations with a view to amend this Agreement to replace the LIBO Rate with an alternate benchmark
rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration
to any evolving of then existing convention for similar US dollar denominated syndicated credit facilities for such alternative
benchmarks where such negotiations will take into account the then current market standards and will be conducted with a view to
reducing or eliminating, to the extent reasonably practicable, any transfer of economic value from one party to another party (any
such proposed rate, a "Benchmark Successor Rate"), together with any proposed Benchmark Successor Rate Conforming
Changes and any such amendment shall become effective at 5:00 PM (New York City time) on the fifth Business Day after the Facility
Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, the Required Lenders
have delivered to the Facility Agent written notice that such Lenders does not accept such amendment. Such Benchmark Successor
Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Facility Agent, such Benchmark Successor Rate shall be applied in a manner as otherwise reasonably determined
by the Facility Agent.



 


		(b)	If no Benchmark Successor Rate has been determined and either (x) the circumstances set out
in paragraph (a) of the definition of "Screen Rate Replacement Event" in section 1.1 exist or (y) the Scheduled
Unavailability Date has occurred, the Facility Agent will promptly so notify the Borrower and each Lender. Thereafter, (i) the
obligation of the Lenders to make or maintain the Loan shall be suspended and (ii) Screen Rate shall no longer be utilised
in determining the LIBO Rate. Upon receipt of such notice, the Borrower may revoke any pending Loan Request.



 






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		(c)	Until such time as a Benchmark Successor Rate and benchmark Successor Rate Conforming Changes have
been determined and agreed and without prejudice to the obligation of the parties to enter into negotiations with a view to determining
or agreeing a Benchmark Successor Rate pursuant to paragraph (a) above, for any Interest Period starting after the Screen
Rate Replacement Event, the LIBO Rate shall be replaced by the weighted average of the rates notified to the Facility Agent by
each Lender five Business Days prior to the first day of that Interest Period, to be that which expresses as a percentage rate
per annum the cost the relevant Lender would have of funding an amount equal to its participation in the Loan during the relevant
Interest Period from whatever source it may reasonably select. If such amount is less than zero, it shall be deemed to be zero.



 


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



 


		(e)	Section 3.3.6 shall not apply following the occurrence of a Screen Rate Replacement Event.



 


		(f)	Where paragraph (a) above applies, the Borrower shall, within three Business Days of demand,
reimburse the Facility Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility
Agent in responding to, evaluating, negotiating or complying with the requirements set out in that paragraph.



 






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IN WITNESS WHEREOF, the parties hereto
have caused this ICON 3 Hull No. 1402 Credit Agreement to be executed by their respective officers thereunto duly authorised
as of the day and year first above written.


 


	 	KFW IPEX-BANK GMBH, as Facility Agent, Documentation Agent, Hermes Agent, Initial Mandated Lead Arranger, Sole Bookrunner, Initial Lender and Initial Residual Risk Guarantor
	 	 
	 	By	/s/ Sheila Obhrai
	 	Name:	Sheila Obhrai
	 	Title:	Attorney-in-fact
	 	 
	 	Address:  	Palmengartenstrasse 5-9
	 	 
	 	D-60325 Frankfurt am Main
	 	 
	 	Germany
	 	 
	 	Facsimile No.: ++49 (69) 7431 [3768]
	 	Email: celine.brochard@kfw.de
	 	Attention: Maritime Industries
	 	 
	 	With a copy to: Credit Operations
	 	Facsimile No.: +49 (69) 7431 2944




 






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	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 
	 	By	/s/ Antje M. Gibson
	 	Name:	Antje M. Gibson
	 	Title:	Vice President and Treasurer
	 	 
	 	Address:  	1050 Caribbean Way
	 	Miami, Florida 33132, United States of America
	 	Facsimile No.: +1 (305) 539-6400
	 	Email:	agibson@rccl.com
	 	 	bstein@rccl.com
	 	Attention: Vice President, Treasurer
	 	With a copy to: General Counsel




 






    


     


    

 



 


EXHIBIT A-1

Commitments of the Initial Lender


 


	Initial Lender	Commitment (USD equivalent of EUR)	Percentage (%)
	 	 	 
	 	FEC Tranche A Commitments	 
	 	 	 
	KfW IPEX-Bank GmbH	823,200,000 - FEC Tranche A Loan	100%
	 	 	 
		FEC Tranche B Commitments	 
	 	 	 
	KfW IPEX-Bank GmbH	388,800,000 - FEC Tranche B Loan (without Finnvera premium)

31,331,966 - Finnvera Premium	100%
	 	 	 
	 	Hermes Commitments	 
	 	 	 
	KfW IPEX-Bank GmbH	160,000,000 - Hermes Loan (without Hermes Fee)

4,153,073 - Hermes Fee	100%
	 	 	 
	KfW IPEX – Bank GmbH	Finnvera Balancing Commitments	 
	 	 	 
		0 - Finnvera Balancing Loan (including Finnvera Balancing Premium)	100%




 








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EXHIBIT A-2

Form of Loan Request (FEC Loan)


 


KfW IPEX-Bank GmbH, as Facility Agent


Palmengartenstrasse 5-9


D-60325 Frankfurt am Main


Federal Republic of Germany


 


	Attention:	[Name]

 [Title]



 


ICON 3 - HULL NO. 1402 – NOTICE OF DRAWDOWN


 


Gentlemen and Ladies:


 


This
Loan Request is delivered to you pursuant to Section 2.5 of the ICON 3 Hull No. 1402 Credit Agreement dated [                        ]
2019 (together with all amendments, if any, from time to time made thereto, the "Agreement"), among Royal Caribbean
Cruises Ltd. (the "Borrower"), the various other financial institutions from time to time party thereto as Lenders
and Residual Risk Guarantors, KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the "Facility Agent"), Documentation
Agent, Hermes Agent, KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and Sole Bookrunner. Unless otherwise defined herein
or the context otherwise requires, terms used herein have the meanings provided in the Agreement.


 


The Expected Delivery
Date is [         ], 20    .


 


The
Borrower hereby requests that the FEC Loan be made in the principal amount of US$[     ]
on                    , 20 , which
amount [(when aggregated with the Hermes Loan [and Finnvera Balancing Loan] to be requested in a subsequent Loan Request] does
not exceed the US Dollar Maximum Loan Amount. The said Dollar amount requested for the FEC Loan is:


 


(A)           to
the extent of the amount of US$[          ],
[(when aggregated with the Hermes Loan [and Finnvera Balancing Loan to be requested in a subsequent Loan Request)] equal to the
US Dollar Equivalent of the amount of EUR [          ],
being 80% of the Contract Price (including the portion thereof relating to the NYC Allowance) to be funded from the relevant Commitments
as follows:


 


(i)            EUR
[                  ] from the FEC Tranche
A Loan; and


 


(ii)           EUR
[                  ] from the FEC Tranche
B Loan


 


and paid to the account specified by the
Facility Agent pursuant to Section 2.5(b) of the Agreement;


 






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(B)            US$[                       ]
from the FEC Tranche B Loan to finance 100% of the Finnvera Premium to be paid to Finnvera on the Disbursement Date in accordance
with Section 2.5(d)(ii) of the Agreement; and


 


The Borrower has previously
sent to your attention (i) true and complete copies of the counterparty confirmations evidencing the rates of exchange making
up the US Dollar Equivalent under (A) in the preceding paragraph (excluding the portion thereof related to the NYC Allowance)
and (ii) the invoice from the Borrower to the Builder in respect of the NYC Allowance showing the USD/EUR exchange rate used
for determining the EUR amount of the NYC Allowance.


 


Please wire transfer the proceeds of the
FEC Loan as follows:


 


	Amount to be Transferred	Settlement Instructions




 


The Borrower confirms
that it has delivered to the Facility Agent the documents required to satisfy the condition precedent set out in Section 5.1.1
and Section 5.1.6 of the Agreement.


 


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, except for those representations and warranties that are qualified by materiality or Material Adverse Effect,
which shall be true and correct, with the same effect as if then made.


 


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.


 






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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__ .


 


	 	Royal Caribbean Cruises Ltd.
	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 




 






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EXHIBIT A-3

Form of Loan Request (Hermes Loan [and if applicable Finnvera Balancing Loan])


 


KfW IPEX-Bank GmbH, as Facility Agent


Palmengartenstrasse 5-9


D-60325 Frankfurt am Main


Federal Republic of Germany


 


	Attention:	[Name]

[Title]



 


ICON 3 - HULL NO. 1402 – NOTICE OF DRAWDOWN


 


Gentlemen and Ladies:


 


This
Loan Request is delivered to you pursuant to Section 2.5 of the ICON 3 Hull No. 1402 Credit Agreement dated [               ]
2019 (together with all amendments, if any, from time to time made thereto, the "Agreement"), among Royal Caribbean
Cruises Ltd. (the "Borrower"), the various other financial institutions from time to time party thereto as Lenders
and Residual Risk Guarantors, KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the "Facility Agent"), Documentation
Agent, Hermes Agent, KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and Sole Bookrunner. Unless otherwise defined herein
or the context otherwise requires, terms used herein have the meanings provided in the Agreement.


 


The Expected Delivery
Date is [         ], 20    .


 


The
Borrower hereby requests that the Hermes Loan [and the Finnvera Balancing Loan] be made in the principal amount of
US$[       ] on
                   , 20 ,
which amount (when aggregated with the FEC Loan requested in our Loan Request dated [●]) does not exceed the US Dollar
Maximum Loan Amount. The said Dollar amount requested for the Hermes Loan [and the Finnvera Balancing Loan]is:


 


(A)     to
the extent of the amount of US$[            ]
(when aggregated with the FEC Loan requested in our Loan Request dated [●]), equal to the US Dollar Equivalent of the amount
of EUR [                ], being 80% of
the Contract Price (including the portion thereof relating to the NYC Allowance) to be funded from the relevant Commitments as
follows:


 


(i)            EUR
[                  ] from the Hermes
Loan[; and


 


(ii)            EUR
[                  ] from the Finnvera
Balancing Loan]


 


and paid to the account specified by the
Facility Agent pursuant to Section 2.5(b) of the Agreement;


 






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(B)            US$[                    ]
to finance 100% of the Hermes Fee from the Hermes Loan to be paid Hermes [and US$[                ]
to finance 100% of the Finnvera Balancing Premium from the Finnvera Balancing Loan to be paid to Finnvera] and the Borrower on
the Actual Delivery Date in accordance with Section 2.5(d)[(ii) and] (iii) of the Agreement.


 


The Borrower has previously
sent to your attention (i) true and complete copies of the counterparty confirmations evidencing the rates of exchange making
up the US Dollar Equivalent under (A) in the preceding paragraph (excluding the portion thereof related to the NYC Allowance)
and (ii) the invoice from the Borrower to the Builder in respect of the NYC Allowance showing the USD/EUR exchange rate used
for determining the EUR amount of the NYC Allowance.


 


Please wire transfer the proceeds of the
relevant part of the requested Loan as follows:


 


	Amount to be Transferred	Settlement Instructions




 


The Borrower confirms
that it has delivered to the Facility Agent the documents required to satisfy the condition precedent set out in Section 5.1.1
and Section 5.1.6 of the Agreement.


 


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, except for those representations and warranties that are qualified by materiality or Material Adverse Effect,
which shall be true and correct, with the same effect as if then made.


 


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.


 






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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__ .


 


	 	Royal Caribbean Cruises Ltd.
	 	 
	 	By:	 
	 	Name:	               
	 	Title:	 




 






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EXHIBIT B-1

Form of Opinion of Liberian Counsel to Borrower


 






    129


     


    

 


 


WFW-NY Draft 12/12/19


 


To the Lenders, FEC, Finnvera and Hermes (each as defined in


the Credit Agreement referred to below), and to KfW IPEX-Bank


GmbH as Facility Agent


 


Our
Reference RODD1/01474.50108/US/80698988v3  



 


May __, 2025


 


Royal Caribbean Cruises Ltd. - ICON
3 Hull No. 1402 Credit Agreement


 


Ladies
and Gentlemen:


 


We
have acted as legal counsel on matters of Liberian law to Royal Caribbean Cruises Ltd. (the “Borrower”) in connection
with an ICON 3 Hull No. 1402 Credit Agreement dated as of [l] (the “Credit
Agreement”) among (inter alia) (1) the Borrower, (2) the lenders from time to time party thereto as
several lenders (collectively, the “Lenders”), (3) KfW IPEX-Bank GmbH as facility agent, CIRR agent and
documentation agent (in such capacities, the “Facility Agent”), (4) KfW IPEX-Bank GmbH as Hermes Agent,
(5) KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and Sole Bookrunner and (6) KfW IPEX-Bank GmbH as Initial Residual
Risk Guarantor, in respect of a US dollar loan facility in an amount not to exceed (i) the US Dollar Equivalent of 80% of
the Contract Price of the Purchased Vessel, (ii) the US Dollar equivalent of 100% of the Finnvera Premium and, if applicable,
100% of the Finnvera Balancing Premium and (iii) the US Dollar Equivalent of 100% of the Hermes Fee.


 


This opinion is furnished to the addressees
pursuant to Clause 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 each of the following documents (collectively, the “Documents”):


 


	A.	The Credit Agreement;



 


	B.	An Account Pledge Agreement
dated [●] (the “Account Pledge Agreement”) among the Borrower, the Facility Agent and the Lenders
respecting the Pledged Accounts described therein;1



 





 






1 Please
provide a draft of this document.


 


 


 






    


    Page 2


    

 





 


	C.	A Fee Letter dated [l]
addressed by the Facility Agent to, and accepted and agreed by, the Borrower in relation to the Participation Fee described therein;



 


	D.	A Fee Letter dated [l]
addressed by the Facility Agent to, and accepted and agreed by, the Borrower in relation to the Commitment Fees (Lenders) described
therein;



 


	E.	A Fee Letter dated [l]
addressed by the Facility Agent to, and accepted and agreed by, the Borrower in relation to the Commitment Fees (Residual Risk
Guarantors) described therein;



 


	F.	A Fee Letter dated [l]
addressed by the Facility Agent to, and accepted and agreed by, the Borrower in relation to the Agency Fee described therein;



 


	G.	A Fee Letter dated [l]
addressed by KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger to, and accepted and agreed by, the Borrower in relation to the
Arranger Fee described therein;



 


	H.	A Fee Letter dated [l]
addressed by the Facility Agent to, and accepted and agreed by, the Borrower in relation to the CIRR Guarantee Charge described
therein; and



 


	I.	A Fee Letter dated [l]
addressed by the Facility Agent to, and accepted and agreed by, the Borrower in relation to the Residual Risk Guarantee Fees described
therein.



 


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 Documents 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 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 [●].


 






    


    Page 3


    

 





 


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 Documents
and to perform each and all of its obligations under the Documents;



 


	3.	Each of the Documents 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 any of the Documents, nor the transactions contemplated therein,
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 any of the Documents;



 


	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 none of the Documents has 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 any of the Documents or the enforcement thereof
in the courts of the Republic of Liberia other than customary court fees payable in litigation in the courts of the Republic 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;



 






    


    Page 4


    

 





 


	11.	Under Liberian law the choice by the Borrower of English law to govern the Documents (other than
the Account Pledge Agreement) is a valid choice of law and the irrevocable submission under the Credit Agreement by the Borrower
to the jurisdiction of the courts of England is a valid submission to such courts;



 


	12.	In the event a judgment of the courts of England against the Borrower was obtained after service
of process in the manner specified in the Credit Agreement, such judgment would (when duly authenticated) be admissible as evidence
in proceedings brought to enforce the Credit Agreement in the courts of Liberia; provided that each defendant in any such
proceeding shall have appeared in person or by an authorized representative before the English court rendering such judgment;



 


	13.	Under Liberian law the
choice by the Borrower of law of [●] to govern the Account Pledge Agreement is a valid choice of law and the submission
thereunder by the Borrower to the jurisdiction of [●] is a valid submission to such jurisdiction;



 


	14.	To the best of our knowledge without having made any investigation of agreements (other than our
examination of the Documents) to which the Borrower is a party, claims against the Borrower under the Documents will rank at least
pari passu with the claims of all unsecured creditors of the Borrower except those mandatorily preferred by law;



 


	15.	None of the Finance Parties will be deemed to be resident, domiciled, carrying on business or subject
to taxation in the Republic of Liberia solely by reason of the negotiation, preparation, execution, performance or enforcement
of, and/or receipt of any payment due from the Company 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
other than the Republic of Liberia.



 


A copy of this opinion letter may be delivered
by any of you to any Person that becomes a Lender or the Facility Agent in accordance with the provisions of the Credit Agreement.
Any such Lender or Facility Agent may rely on the opinion expressed above as if this opinion letter were addressed and delivered
to such Lender or Facility Agent on the date hereof.


 






    


    Page 5


    

 





 


This opinion may not be disclosed to any
person other than:


 


	(a)	any Affiliate of any of the Facility Agent and the Lenders, and the employees, officers, auditors
and professional advisors of any of the Facility Agent, the Lenders and their respective Affiliates;



 


	(b)	those Persons (such as regulatory authorities) who, in the ordinary course of business of the Facility
Agent and the Lenders, have access to their papers and records or are entitled by law to see them (including as required by the
rules of any applicable stock exchange);



 


	(c)	any Person as required in accordance with law, regulation or any judicial proceeding;



 


	(d)	to the extent required in connection with any actual or potential dispute or claim to which an
addressee of this opinion is a party and which is relating to the transaction for which this opinion is given; and



 


	(e)	those Persons who are considering becoming Lenders, assignees or Participants and their professional
advisers, and on the basis that those Persons will make no further disclosure.



 


This opinion letter speaks only as of the
date hereof. We expressly disclaim any responsibility to advise you or any other Lender or Facility Agent 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 Lender or Facility Agent 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


 






    


     


    

 



 


EXHIBIT B-2

Form of Opinion of English Counsel to Facility Agent


 






    130


     


    

 


		




 


	
         

        KfW IPEX-Bank GmbH

         

        [         ]

         

        [          ]

         

        [          ]

         

        [          ]

         

        [          ]

         

        Finnish Export Credit Ltd.

         

        Finnvera plc

         

        Euler Hermes Aktiengesellschaft
	
        E:

        T:

        F:

        Our ref:

         

         

         

         
	
        sheila.obhrai@shlegal.com

        +44 20 7809 2622

        +44 20 7003 8483

        \01-58-04373

         

        [           ]
        2020



 


01-58-04373\Draft(2)\Sheila Obhrai\10 December 2019


 


Dear Sirs


 


Royal Caribbean Cruises Ltd. (the "Borrower")


 


We have acted as English legal advisers to KfW IPEX-Bank GmbH
as facility agent (the "Facility Agent") in connection with a Finnvera and Hermes backed credit agreement dated
[     ] 2019 in respect of a United States Dollar credit facility (the "Credit Agreement") relating to the construction
of Meyer Turku Oy ICON 3 hull no 1402 (the "Vessel") made between (among others) (i) the Borrower, (ii) each
of the Initial FEC Lender, the Initial Hermes Lender and the Initial Finnvera Balancing Lender, (iii) KfW IPEX-Bank GmbH as
the Facility Agent, the Documentation Agent, CIRR agent and the Hermes Agent, and (iv) KfW IPEX-Bank GmbH as the Initial Mandated
Lead Arranger and Sole Bookrunner.


 


We have been asked to give this opinion pursuant to Section 5.1.2(b) of
the Credit Agreement.


 


Terms defined in the Credit Agreement have the same meaning
in this opinion.


 


	1	Documents



 


	1.1	We have examined copies of the following documents for the purposes of this opinion:



 


		(a)	the Credit Agreement;



 


		(b)	the Fee Letter in relation to an agency fee dated [    ] 2019 addressed by the Facility Agent to the Borrower and accepted
and agreed by the Borrower;



 





 






     


     


    

 





 


		(c)	the Fee Letter in relation to an arranger fee dated [     ] 2019 addressed by KfW IPEX-Bank GmbH as the Initial Mandated Lead
Arranger to the Borrower and accepted and agreed by the Borrower;



 


		(d)	the Fee Letter in relation to the commitment fees (Lenders) dated [     ] 2019 addressed by the Facility Agent (acting on
behalf of itself and the Lenders) to the Borrower and accepted and agreed by the Borrower;



 


		(e)	the Fee Letter in relation to the commitment fees (Residual Risk Guarantors) dated [      ] 2019 addressed by the Facility
Agent (acting on behalf of itself and the Residual Risk Guarantors) to the Borrower and accepted and agreed by the Borrower;



 


		(f)	the Fee Letter in relation to the CIRR guarantee charge dated [     ] 2019 addressed by the Facility Agent to the Borrower
and accepted and agreed by the Borrower;



 


		(g)	the Fee Letter in relation to a participation fee dated [     ] 2019 addressed by the Facility Agent to the Borrower and accepted
and agreed by the Borrower; [and]



 


		(h)	the Fee Letter in relation to the residual risk guarantee fee dated [      ] 2019 addressed by the Facility Agent to the Borrower
and accepted and agreed by the Borrower; and



 


		(i)	the FEC Transfer Certificate dated [     ] 2019, executed by the Initial FEC Lender in favour of FEC in relation to its Commitment
in respect of the FEC Loan under the Credit Agreement.



 


	1.2	"Finance Document" means each document referred to in paragraphs 1.1(a) to (i).



 


	1.3	We have not examined any document or made any enquiries or searches except as described in this opinion.



 


	2	Scope of Opinion



 


	2.1	Our opinion is given solely with respect to the laws of England and Wales as at the date of this letter and as currently applied
by the English courts. Statements relating to taxation are also based on generally published practice of HM Revenue &
Customs applying at the date of this opinion. We express no opinion as to the law of any other jurisdiction or as to any matters
of fact.



 


	2.2	This opinion shall be governed by and interpreted in accordance with English law.



 






    2


     


    

 





 


	3	Opinion



 


	3.1	Subject to the assumptions and qualifications set out below, we are of the opinion that:



 


		(a)	Obligations binding: the obligations of the Borrower under each Finance Document to which it is a party are legally
valid, binding and enforceable obligations;



 


		(b)	Filings: it is not necessary for the validity, enforceability or admissibility in evidence in England of any Finance
Document that it be registered or filed with any court, authority or public office;



 


		(c)	Choice of law and submission to jurisdiction: the choice of English law to govern the Finance Documents and the submission
of the Borrower to the jurisdiction of the English courts will be upheld as a valid choice of law and submission to jurisdiction
in the English courts;



 


		(d)	Stamp duty: no United Kingdom ad valorem stamp duty or stamp duty reserve tax or stamp or registration duty or similar
United Kingdom taxes or charges are payable in England in relation to:



 


		(i)	the execution, delivery or enforcement of the Finance Documents; or



 


		(ii)	the transfer of Loans by way of assignment or transfer as recorded under section 11.11 of the Credit Agreement;



 


		(e)	Withholding tax: the Borrower is not required to make any deduction or withholding for or on account of United Kingdom
taxes from any payment of interest made by the Borrower under the Finance Documents;



 


		(f)	No consents: no consent, authorisation, licence or approval of any governmental or public body in England and Wales
is required (i) to authorise the execution, delivery, validity, enforceability or admission into evidence of any Finance Document
or (ii) for the lawful performance by the Borrower of its obligations under each Finance Document to which it is a party;



 


		(g)	Equal ranking: the payment obligations of the Borrower under the Finance Documents to which it is a party rank at least
equally with claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law
applying to companies generally; and



 


		(h)	Existing law: the execution by the Borrower of the Finance Documents to which it is a party does not violate any provision
of English law of general application.



 






    3


     


    

 





 


	4	Assumptions



 


	4.1	We have assumed that:



 


		(a)	Status and capacity: each party to each Finance Document:



 


		(i)	is duly incorporated and validly existing under the laws of its country of incorporation;



 


		(ii)	has the necessary corporate power to enter into and perform its obligations under each Finance Document to which it is a party;



 


		(iii)	has obtained all necessary consents and authorisations (other than, in relation to the Borrower only, any consents or authorisations
required under English law) and is qualified and empowered to enter into and perform its obligations under each Finance Document
to which it is a party; and



 


		(iv)	has taken all action required by its constitutional documents to authorise the execution of and the performance of its obligations
under each Finance Document to which it is a party;



 


		(b)	Execution: each Finance Document has been duly executed and delivered on behalf of each party to it;



 


		(c)	Authenticity and conformity: each document described as an original is authentic and each document described as a copy
conforms to its original;



 


		(d)	Solvency: the Borrower is able to pay its debts as they fall due, will not become unable to pay its debts as a consequence
of entering into the Finance Documents to which it is a party and no steps have been taken to make the Borrower the subject of
any insolvency procedure or injunction;



 


		(e)	No waiver: no Finance Document has been terminated or varied and no obligation has been waived;



 


		(f)	Entire agreement: each Finance Document constitutes the entire agreement between the parties to it as to the matters
referred to in it;



 


		(g)	No duress: the effect of the Finance Documents is not affected by duress, undue influence or mistake and no Finance
Document has been entered into by any party in connection with any unlawful activity;



 


		(h)	Other parties: each Finance Document has been duly authorised, executed and delivered by each party to it and each such
party has obtained all necessary consents and authorisations and is qualified and empowered to enter into and perform its obligations
under each Finance Documents to which it is a party;



 


		(i)	Other laws: no law or public policy of any place other than England affects the opinions contained in this letter and
each Finance Document constitutes legal, valid and binding obligations of the parties to it under all applicable laws other than,
in the case of the Borrower, English law;



 






    4


     


    

 





 


		(j)	Facts: all facts and documents relevant to this opinion have been disclosed to us;



 


		(k)	Agent for service of process: the person specified in the Credit Agreement as agent for the service of process on behalf
of the Borrower in England and Wales exists and operates at the address stated, has duly accepted its appointment and such appointment
will subsist for so long as any liability is outstanding under the Finance Documents;



 


		(l)	Choice of law:  the choice of English law to govern the Finance Documents and the submission by the parties other than
the Borrower to the jurisdiction of the English courts is, in each case, a valid choice of law and submission to jurisdiction under
the rules governing choice of law and submission to jurisdiction applicable to each such party (other than the rules applicable
under English law);



 


		(m)	Rate of Interest: the Loan does not carry interest at a rate that exceeds a reasonable commercial return or which is
determined to any extent by reference to the results of any business activity or the value of any property and does not carry any
right on repayment to any premium;



 


		(n)	No Amendments: there has been no amendment or change to any Finance Document from the date on which it was signed;



 


		(o)	Payments not arising in the UK: any security provided by the Borrower in relation to the Finance Documents, the Borrower's
source of funds to satisfy its obligations under the Finance Documents, and the place of payment of interest under the Credit Agreement
are not located, or taken to be located, in the United Kingdom;



 


		(p)	Not UK incorporated or resident in the UK: the Borrower is not incorporated in the United Kingdom or resident in the
United Kingdom for tax purposes and is not entering into or performing its obligations under the Finance Documents through a permanent
establishment in the United Kingdom; and



 


		(q)	No UK Register: no Loan will be registered in a register kept in the United Kingdom by or on behalf of the Borrower.



 


		4.2	We have taken no steps to verify any of these assumptions.



 






    5


     


    

 





 


	5	Qualifications



 


Our opinion is subject to the following qualifications:


 


		(a)	Enforceability: the expression "enforceable" means that the obligations are of a type which English courts
enforce and does not mean that they will be enforced in all circumstances or in accordance with their terms;



 


		(b)	Insolvency: the rights of the parties are subject to limitations arising from laws relating to insolvency and other
laws affecting the rights of creditors generally;



 


		(c)	Penalty: any provision for the forfeiture of property or the payment of an amount in the event of a breach of contract
is unenforceable if it is construed as a penalty;



 


		(d)	Equitable remedies: equitable remedies including specific performance and injunction are granted at the discretion of
the court and are not usually available where damages are considered to be an adequate remedy;



 


		(e)	Time-barred claims: enforcement of the rights of any party may become time-barred;



 


		(f)	Performance abroad: an obligation to be performed in a jurisdiction outside England and Wales or by a person subject
to the laws of a jurisdiction outside England and Wales may not be enforceable under English law to the extent that such performance
would be illegal or contrary to public policy under the laws of that other jurisdiction;



 


		(g)	Set-off: defences of set-off or counterclaim may be available even where such defence is waived;



 


		(h)	Discretions: any party which is vested with a discretion or which may determine any matter in its opinion may be required
to exercise such discretion reasonably or to base its opinion on reasonable grounds;



 


		(i)	Certificates: any provision to the effect that a calculation, determination or certificate will be conclusive, binding
or final will not prevent judicial enquiry into its accuracy;



 


		(j)	Severability: any provision allowing an invalid, illegal or unenforceable provision to be severed from other provisions
may be disregarded by a court;



 


		(k)	Amendments: documents may be amended or waived orally despite any provision to the contrary;



 


		(l)	Costs: an undertaking by one party to pay the costs of another in litigation may be unenforceable if the litigation
is unsuccessful or the court makes an order for costs;



 






    6


     


    

 





 


		(m)	Stamp duty: an undertaking or indemnity regarding stamp duty may be unenforceable under section 117 of the Stamp Act
1891;



 


		(n)	Foreign currency: an English court may decline to give judgment in respect of an obligation under any Finance Document
in any currency other than sterling and any judgment other than in sterling may be converted to sterling for enforcement purposes
and, in an English liquidation, foreign currency claims must be converted into sterling at the rate prevailing at the commencement
of liquidation for the purpose of proving for such claims;



 


		(o)	Exclusion of liability: the effectiveness of certain provisions excluding or limiting the liability of a party may be
limited by law;



 


		(p)	Convenient forum: an English court has power to stay an action where it is shown that it can without injustice to the
parties be tried in a more convenient forum except in those cases where jurisdiction is determined in accordance with EU Regulation
No. 1215/2012 of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial
matters or, in the case of Iceland, Norway and Switzerland, the Lugano Convention on Jurisdiction and the Recognition and
Enforcement of Judgments in Civil and Commercial Matters 2007;



 


		(q)	Choice of law: the choice of English law to govern the Finance Documents will not displace mandatory rules of law
applicable in another jurisdiction with which the relevant transaction is otherwise solely connected or in which a dispute is being
adjudicated and may not be recognised or upheld by the English courts where to do so would be inconsistent with Regulation (EC)
No. 593/2008 of 17 June 2008 on the law applicable to contractual obligations (Rome I) or Regulation (EC) No. 864/2007
of 11 July 2007 on the law applicable to non-contractual obligations (Rome II);



 


		(r)	Jurisdiction: the English courts may be required to or may decline jurisdiction in the circumstances set out in EU Regulation
No. 1215/2012 of 12 December 2012 and the Civil Jurisdiction and Judgments Act 1982 (as amended) or in the case of Iceland,
Norway and Switzerland, the Lugano Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial
Matters 2007;



 


		(s)	Process Agent: If the Borrower does not maintain an agent for the service of process on its behalf in England and Wales
for the purposes of the Finance Documents, the Facility Agent may require leave of the English courts to commence proceedings in
connection with the Finance Documents against the Borrower in the English courts and may require an order for service of such proceedings
outside the jurisdiction. We express no view as to the time or cost involved in obtaining any such leave or order nor as to the
basis on which such leave or order may be obtained; and



 


		(t)	Agreements to agree: an English court will not enforce a provision of any Finance Document that requires the parties
to reach agreement in the future as to any matter.



 






    7


     


    

 





 


		6	Observations



 


We make the following observations:


 


		(a)	Statements: we express no view as to the accuracy of any statement made in any Finance Document;



 


		(b)	Circumstances: we have not considered the particular circumstances of any party except to the extent expressly stated
in this opinion; and



 


		(c)	Facility Agent: we have acted for and received instructions only from the Facility Agent in respect of the Finance Documents.



 


		7	Reliance



 


		7.1	This opinion is addressed to you for your sole benefit and may not be relied upon by any other person.



 


		7.2	You may disclose this opinion to any person, but you may not file it with any person or quote
                                                                              or refer to it in any public document.



 


Yours faithfully


 


 


Stephenson Harwood LLP


 






    8


     


    








 


EXHIBIT B-3


Form of
Opinion of US Tax Counsel to Facility Agent and Lenders


 






    131


    


    

 


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


 


DRAFT


 


KfW IPEX-Bank GmbH Palmengartenstrasse


		5-9	60325 Frankfurt am Main Federal	[·], 2019



Republic of Germany (“KfW”)


 


For the benefit of KfW 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 Payments by Silversea
Cruise Holding Ltd. or Royal Caribbean Cruises Ltd.


 


Dear Sirs:


 


You have asked whether U.S. withholding tax will be imposed
on payments made by Silversea Cruise Holding Ltd. (“Silversea”), a company organized under the laws of the Bahamas,
as borrower, and Royal Caribbean Cruises Ltd. (“RCCL”), a corporation organized under the laws of Liberia, as
guarantor, to any of the Lenders, under the Hull No. S-720 Credit Agreement dated [·],
2019 between Silversea, RCCL and the Lenders, KfW as Hermes Agent, Facility Agent, Initial Mandated Lead Manager and Sole Bookrunner
and the Mandated Lead Arrangers (the “Credit Agreement”).


 


Under the Credit Agreement, the Lenders would severally lend
money to Silversea to help fund the purchase of Hull No. S-720.


 


The loan advanced under the Credit Agreement will accrue interest
at either a fixed rate or a floating rate in accordance with the provisions set forth in the Credit Agreement.


 


In connection with rendering this opinion we have
reviewed the 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 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 will [either]1 be [a United States person for U.S. federal
income tax purposes (a “U.S. Lender”), will be]2 claiming the benefits of an income tax treaty
between the United States and its own jurisdiction (each such Lender a “Treaty Lender”) [or is booking the
loan out of a branch in the United States (each such Lender an “U.S. Branch Lender”)]3.



 








    


    


    

 





CLIFFORD CHANCE US LLP


 


 


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) if the relevant Treaty Lender is claiming benefits under
the Treaty between Spain and the United States, it is a bank or other financial institution within the meaning of and subparagraph
3(b) of Article II of such Treaty and has independently determined that this loan will be considered a long-term loan within the
meaning of such subparagraph and is not seeking our review of this issue;]4


 


[(iii) if the relevant Treaty Lender is claiming benefits under
the Treaty between Japan and the United States, it is a bank within the meaning of subparagraph 3(c) of Article 11 of such Treaty;]5


 


[(iv) if the relevant Treaty Lender is claiming benefits under
the Treaty between Australia and the United States, it is a “financial institution which is unrelated to and dealing wholly
independently with” the obligors within the meaning of subparagraph 3(b) of Article 11 of such Treaty and the interest it
earns is not subject to the anti-avoidance rules described in paragraph 4 of such Article;]6


 


(v) the relevant Treaty Lender will not receive payments under
the Credit Agreement that are attributable, for purposes of the Treaty, to a permanent establishment of the relevant Treaty Lender
in the United States;


 


(vi) 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;


 


(vii) the relevant Treaty Lender has provided Silversea 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 Credit Agreement;


 





 



 


1       To be
included if there are Lenders other than Treaty Lenders.


 


2       To be
included if there is a U.S. Lender.


 


3       To be
included if there is a U.S. Branch Lender.


 


4       To be
included if there is a Lender claiming the benefits of the Spanish-U.S. double taxation treaty.


 


5       To be
included if there is a Lender claiming the benefits of the Japanese-U.S. double taxation treaty.


 


6       To be
included if there is a Lender claiming the benefits of the Australian-U.S. double taxation treaty.


 






    - 2 -


     


    

 





CLIFFORD CHANCE US LLP


 


(viii) if the relevant Treaty Lender is receiving payments for
a participant, it has provided Silversea 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 Credit Agreement free and clear of U.S. withholding;


 


(ix) 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 Silversea 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


 


(x) all of the foregoing will, in relation to the relevant Treaty
Lender, continue to be accurate and correct.


 


[We have assumed, with your consent, that with respect to each
U.S. Branch Lender:


 


(i) the payments the relevant U.S. Branch Lender receives under
the loan are effectively connected with a trade or business of such U.S. Branch Lender in the United States;


 


(ii) the relevant U.S. Branch 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;


 


(iii) the relevant U.S. Branch Lender provided Silversea or
its agent with a properly completed IRS Form W-8ECI accurately representing that all payments under the Credit Agreement are effectively
connected with its conduct of a trade or business in the United States;


 


(iv) if the relevant U.S. Branch Lender is receiving payments
for a participant, it will either provide Silversea with a properly completed IRS Form W-8IMY in which it elects to be treated
as a U.S. person with respect to payments made under the Credit Agreement or to which it will attach its own IRS Form W-8ECI and
a properly completed IRS Form from each participant accurately representing that the participant is entitled to receive all payments
under the Credit Agreement free and clear of U.S. withholding;


 


(v) all of the foregoing will in relation to the relevant U.S.
Branch Lender continue to be accurate and correct.]7


 


[Finally, we have assumed, with your consent, that with respect
to each U.S. Lender:


 


(i) the relevant U.S. Lender will provide Silversea or its agent
with a properly completed and currently accurate IRS Form W-9; and


 





 



 


7       To be
included if there is a U.S. Branch Lender.


 






    - 3 -


     


    

 





CLIFFORD CHANCE US LLP


 


(ii) the U.S. Lender will continue to be a United States person
for U.S. federal income tax purposes for so long as it is a Lender.]8


 


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 Silversea or RCCL under the Credit Agreement and does not
address any other tax or legal consequences of the transactions contemplated in the Credit Agreement. This opinion is rendered
solely to KfW 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 KfW’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 KfW 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[, including
the accuracy of the independent determination referred to in clause (ii) of the assumptions regarding Treaty Lenders]9
we are of the view that there will be no U.S. federal withholding tax imposed on payments by Silversea or RCCL under the Credit
Agreement to any 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 Silversea or RCCL under the 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. [Payments to a [U.S. Lender]10 [or a]11 [U.S. Branch Lender]12
will be subject to net U.S. Federal income tax but will be exempt from U.S. withholding tax.]13 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.


 





 



 


8       To be
included if there is a U.S. Lender.


 


9       To be
included if there is a Lender claiming the benefits of the Spanish-U.S. double taxation treaty.


 


10       To be
included if there is a U.S. Lender.


 


11       To be
included if there is both a U.S. Lender and a U.S. Branch Lender.


 


12       To be
included if there is a U.S. Branch Lender.


 


13       To be
included if there is either a U.S. Lender or a U.S. Branch Lender.


 









    - 4 -


     


    

 


CLIFFORD CHANCE US LLP


 


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,


 






    - 5 -


     


    

 





CLIFFORD CHANCE US LLP


 


APPENDIX


 


	Lender	Address of Record	Residence for Treaty 

Purposes
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







 






    - 6 -


     


    

 






 


EXHIBIT B-4


Form of
Opinion of Finnish Counsel to Facility Agent for Lenders


 






    132


     


    

 


	 	Asianajotoimisto DLA Piper Finland Oy is
a limited liability company registered in Finland (Business ID number 2425412-8) which is part of DLA Piper, a global law firm
operating through various separate and distinct legal entities. Its registered office and principal place of business is at Fabianinkatu
23, FI-00130, Helsinki, Finland.


 


A list of offices and regulatory information can be found at
www.dlapiper.com.


 


Helsinki Switchboard


+358 9 4176 030








 


To:     The
addressees listed in Schedule A (the “Addressees”)


 


[__]
2019


 


FINNVERA AND HERMES BACKED TERM LOAN
FACILITY IN RESPECT OF VESSEL ICON 3 HULL NO. 1402


 


Dear Sirs/Ladies,


 


We
have acted as special Finnish counsel in connection with a Finnvera and Hermes backed term facility agreement dated [__]
2019 (the “Facility Agreement”) relating to a loan facility up to the US Dollar Maximum Loan Amount (as defined
in the Facility Agreement) entered into between, among others, Royal Caribbean Cruises Ltd. (“RCCL”) as the
Borrower, KfW IPEX-Bank GmbH (“KfW IPEX”) as Facility Agent, CIRR Agent, Documentation Agent, Hermes Agent, Initial
Mandated Lead Arranger and Sole Bookrunner and the Lenders and Residual Risk Guarantors form time to time party thereto and in
such capacity we have been requested to render this opinion (the “Opinion”) to the Addressees.


 


Terms defined in the Facility Agreement
shall have the same meaning when used in this Opinion unless otherwise defined herein or the context otherwise requires.


 


		I.	DOCUMENTS



 


For the purposes of this Opinion
we have examined the following documents:


 


		(a)	a copy of the executed Facility Agreement;



 


		(b)	a copy of the executed buyer credit guarantee
agreement BC 137-16 / 1 dated [__] 2019 (the “Finnvera Guarantee ”) entered into between Finnvera plc
(“Finnvera”) and KfW IPEX as the Guarantee Holder (as defined therein, the ”Guarantee Holder”)
under which Finnvera has issued, in accordance with the Act on the State’s Export Credit Guarantees (Fi: laki valtion
vientitakuista (422/2001), as amended), a buyer credit guarantee to the Guarantee Holder as security for the credit made available
to the Borrower under the Facility Agreement in respect of the FEC Loan. The Finnvera Guarantee includes the General Conditions
for Buyer Credit Guarantees dated 1 March 2004 issued by Finnvera (the “General Conditions”) which are
incorporated in the Finnvera Guarantee;



 






    1


     


    

 





 


		(c)	a copy of the executed FEC Transfer Certificate,
dated [__] and issued by KfW IPEX as the Initial FEC Lender and Finnish Export Credit Ltd (“FEC”) as
New Lender (as defined therein) (the “FEC Transfer Certificate”) whereby the Initial FEC Lender has transferred
its FEC Tranche A Commitment and FEC Tranche B Commitment under the Facility Agreement to FEC;



 


		(d)	a copy of the executed supplemental assignment
agreement dated [__] 2019 (the “Supplemental Assignment Agreement”) entered into between FEC and KfW
IPEX as Transferring Lender, Guarantee Holder and Facility Agent (each as defined therein);



 


		(e)	a copy of the executed Finnvera guarantee assignment agreement (the “Finnvera Guarantee
Assignment”) dated [__] 2019 entered into between FEC as Assignee and KfW IPEX as Guarantee Holder (each as defined therein);



 


		(f)	a Lenders’ commitment fee letter (the “Fee Letter”) dated [__] 2019 entered
into between KfW IPEX as Facility Agent and RCCL as Borrower;



 


		(g)	a copy of the extract from the minutes of the meeting of the Boards of Directors of Finnvera, number
[__]/2019, held on [__] 2019;



 


		(h)	a copy of the extract from the minutes of the meeting of the Boards of Directors of FEC, number
[__]/2019, held on [__] 2019;



 


		(i)	an extract from the Trade Register in respect of Finnvera dated [__] 2019 and a copy of the Articles
of Association of Finnvera dated [__] 2019;



 


		(j)	an extract from the Trade Register in
respect of FEC dated [__] 2019 and a copy of the Articles of Association of FEC dated [__] 2019;



 


		(k)	a copy of the certificate of:



 


		(i)	Finnvera dated [__] 2019 signed
by authorised representatives of Finnvera and certifying that (i) the decision of the Board of Directors of Finnvera referred
to in paragraph (g) above remains in full force and effect and has not been revoked, amended, modified or superseded, subject
to any subsequent amendments or modifications made in accordance with the internal instructions and policies of Finnvera, (ii) all
corporate and other approvals, including the approval of the Finnish Ministry of Economic Affairs and Employment, if applicable,
have been obtained and all corporate and other action have been taken as required by Finnvera to execute, deliver and perform the
Finnvera Guarantee and such approvals and action have not been amended or revoked and are in full force and effect, and (iii) there
are no contractual restrictions, judgments, orders or similar restrictions binding on Finnvera which would affect the terms of
the Finnvera Guarantee or entering into it by Finnvera;



 






    2


     


    

 





 


		(ii)	FEC dated [__] 2019 signed by authorised
representatives of FEC and certifying that (i) the decision of the Board of Directors of FEC referred to in paragraph (h) above
remains in full force and effect and has not been revoked, amended, modified or superseded, subject to any subsequent amendments
or modifications made in accordance with the internal instructions and policies of FEC, (ii) all corporate and other approvals,
including the approval of the Finnish Ministry of Economic Affairs and Employment, if applicable, have been obtained and all corporate
and other action have been taken as required by FEC to make the decision regarding the financing to be granted by FEC in respect
of the Facility Agreement and such approvals and action have not been amended or revoked and are in full force and effect, and
(iii) there are no contractual restrictions, judgments, orders or similar restrictions binding on FEC which would affect the
terms of the FEC Transfer Certificate, the Supplemental Assignment Agreement or the Finnvera Guarantee Assignment Agreement or
entering into such documents by FEC; and



 


		(l)	such other documents we have considered necessary or desirable for the purposes of this Opinion.



 


The
Finnvera Guarantee, the FEC Transfer Certificate, the Supplemental Assignment Agreement, the Finnvera Guarantee Assignment,
and the Fee Letter are hereinafter collectively referred to as the “Opinion Documents”. Finnvera and FEC are
hereinafter collectively referred to as the “Finnish ECAs”.


 


With respect to certain relevant
questions of fact, we have relied on the extracts and certificates referred to in paragraphs (g) - (k) above and have
not independently verified their accuracy.


 


We
have, for the purposes of this Opinion, made on [__] 2019 an enquiry with the Register of Bankruptcy and Reorganisation
Proceedings (Fi: Konkurssi- ja yrityssaneerausrekisteri) (the “Insolvency Register”) in respect of the
Finnish ECAs.


 






    3


     


    

 





 


For the purposes of this Opinion,
we have not reviewed and express no opinion on any factual matters, including the assets, business or affairs of the Finnish ECAs.


 


This
Opinion is issued and may only be relied upon by the Addressees on the express condition that it shall be governed by and that
all terms, words and expressions herein shall be construed and interpreted in accordance with Finnish law as in force at
the date hereof. We have not investigated the laws of any other country than Finland and express no opinion as to any matter governed
by any law other than the laws of Finland. By issuing this Opinion we do not assume any obligation to notify or inform you of any
developments subsequent to the date of this Opinion that might render the opinions expressed herein wholly or partly inaccurate.


 


		II.	ASSUMPTIONS



 


For the purposes of this Opinion,
we have assumed:


 


		(i)	the genuineness of all signatures, the completeness and conformity to originals of all documents
submitted to us as copies or extracts and the authenticity of the originals of such documents;



 


		(ii)	that, other than in respect of the Finnish ECAs, the Opinion Documents have been duly authorised
by, duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of all of the parties thereto;



 


		(iii)	that both the FEC Transfer Certificate and Fee Letter have been duly authorised, executed and delivered
by the parties thereto (other than FEC) and constitute legal, valid, binding and enforceable obligations of the parties thereto
under the laws of England by which they are stated to be governed;



 


		(iv)	that the Facility Agreement has been duly authorised, executed and delivered by the parties thereto
and constitutes legal, valid, binding and enforceable obligations of the parties thereto under the laws of England by which it
is stated to be governed;



 


		(v)	that the terms of the Facility Agreement and the Construction Contract meet the provisions of the
OECD Arrangement on Officially Supported Export Credits, approved by the participants of such OECD Arrangement within the Organisation
for Economic Co-Operation and Development (OECD), as published by the OECD from time to time;



 


		(vi)	that the terms of the Facility Agreement and other Loan Documents do not contravene or conflict
with any provision of the Finnvera Guarantee or the Supplemental Assignment Agreement and all provisions required to be complied
with by the Finnvera Guarantee and the Supplemental Assignment Agreement have been duly complied with in the Facility Agreement
and other Loan Documents; and



 






    4


     


    

 





 


		(vii)	that the Guarantee Holder and other parties to the Loan Documents duly perform and comply with
all of their obligations towards the Finnish ECAs under the Opinion Documents and that the information given at any time by the
Guarantee Holder or other parties to the Loan Documents to the Finnish ECAs in connection with the Opinion Documents is true and
accurate in all material respects and not misleading and does not omit any material facts so that full details of all facts and
circumstances which are or might be material in relation to the Opinion Documents have been disclosed to the Finnish ECAs.



 


		III.	OPINIONS



 


On the basis of the foregoing
assumptions and subject to the qualifications set forth below, we are of the opinion that under the laws of Finland as of the date
hereof:


 


		1	Status



 


Each of the Finnish ECAs is a
limited liability company (Fi: osakeyhtiö) duly incorporated, duly organised and validly existing under the laws of
Finland, with the capacity to sue and be sued in its own name and has the power to own assets and conduct business as set forth
in its Articles of Association and the searches with the Insolvency Register reveal no initiation of bankruptcy (Fi: konkurssi)
or restructuring (Fi: yrityssaneeraus) proceedings.


 


		2	Powers and authority



 


Each of the Finnish ECAs has
the power and authority to enter into, execute and deliver the Opinion Documents to which it is a party, to exercise its rights
and perform its obligations thereunder and, in the case of FEC only, also perform its obligations under the Facility Agreement,
and has taken all corporate or other action necessary or desirable to approve and authorise the same.


 


		3	Due execution and legal validity



 


The Opinion Documents have been
validly and properly executed and delivered by the relevant Finnish ECA and constitute legal, valid, binding and enforceable obligations
of the Finnish ECA being a party thereto.


 


		4	Legal form



 


The Opinion Documents and the
Facility Agreement are in an acceptable and proper legal form for enforcement in Finland.


 






    5


     


    

 





 


		5	No conflict



 


The execution, delivery and performance
by the relevant Finnish ECA of the Opinion Document to which it is a party and, in the case of FEC only, the performance of its
obligations under the Facility Agreement, do not conflict with or violate any provision of the laws and regulations of Finland,
the Finnish ECA’s Articles of Association or any other constitutional documents of the Finnish ECA.


 


		6	Consents and authorisations



 


All
authorisations, licenses, consents and approvals required or advisable by the Finnish ECAs in Finland for or in connection with
the execution, delivery, performance and validity of the Opinion Documents and, in the case of FEC only, the performance
of its obligations under the Facility Agreement, have been obtained and are in full force and effect.


 


		7	No registration



 


It
is not necessary or advisable in order to ensure the legality, validity, enforceability or admissibility in evidence in proceedings
and priority of the obligations of the Finnish ECAs under the Opinion Documents and, in the case of FEC the Facility Agreement,
or the rights, powers of the relevant Finance Parties thereunder, that the Opinion Documents or the Facility Agreement (as
the case may be) are notarised, filed, registered or recorded in Finland.


 


		8	Taxes on payments



 


There is no Finnish withholding
or other tax to be deducted from any payment of any items characterised as interest to be made by the Finnish ECAs pursuant to
the Opinion Documents or the Facility Agreement, as the case may be, assuming that the relevant payee is considered a non-resident
of Finland (Fi: rajoitetusti verovelvollinen) for purposes of the Finnish Income Tax Act (Fi: tuloverolaki, 1535/1992,
as amended), i.e. the payee is formed and registered under the laws of a jurisdiction other than Finland, provided that such payee
does not have a permanent establishment in Finland to which such payments are effectively connected.


 


		9	Stamp duties



 


No stamp, registration, documentary
or other similar ad valorem taxes, duties or assessments of whatever nature are imposed by or payable in Finland upon or in connection
with the execution, delivery or performance of the Opinion Documents or the Facility Agreement, as the case may be, or the enforcement
or admissibility in evidence of the Opinion Documents or the Facility Agreement, as the case may be, in Finland.


 






    6


     


    

 





 


		10	No residency



 


None of the Finance Parties is
or will be deemed to be resident, domiciled, carrying on business or subject to taxation in Finland by reason only of receipt of
any payments due from the Finnish ECAs under the Opinion Documents or the Facility Agreement, as the case may be, and it is not
necessary for any of the Finance Parties to be licensed, resident, domiciled or carrying on business or subject to taxation in
Finland in order to enforce or receive payments due under the Opinion Documents or the Facility Agreement, as the case may be.


 


		11	No immunity



 


Each of the Finnish ECAs is subject
to civil and commercial law with respect to its obligations under the Opinion Documents to which it is a party and, in the case
of FEC only, also under the Facility Agreement and the entry into and exercise of rights and performance of obligations by each
of the Finnish ECAs under the Opinion Documents to which it is a party and, in the case of FEC only, also under the Facility Agreement
constitute private and commercial acts for private and commercial purposes. Subject to the provisions of the Restructuring of Companies
Act (Fi: laki yrityksen saneerauksesta (47/1993), as amended) and its effects on execution, in any proceedings taken in
Finland, neither the Finnish ECAs nor the Republic of Finland (should Finnvera not be able to honour its obligations under the
Finnvera Guarantee) or any of their properties or assets have any immunity against the jurisdiction of the courts of Finland for
suit, execution, attachment or other legal process.


 


		12	Ranking of claims



 


The claims of the Finance Parties
against the Finnish ECAs under the Opinion Documents and, against FEC under the Facility Agreement will rank at least pari passu
with the claims of all other unsecured and unsubordinated creditors of the Finnish ECAs save for those whose claims are preferred
solely by any mandatory bankruptcy, insolvency, restructuring, liquidation or other similar laws of general application.


 


		13	Liability of the Republic of Finland



 


Pursuant to the Act on the State
Guarantee Fund (Fi: laki valtiontakuurahastosta (444/1998), as amended), the Republic of Finland is (through a separate
fund) responsible for the Finnvera Guarantee should Finnvera not be able to honour its obligations or commitments under the Finnvera
Guarantee.


 


		14	Choice of law



 


The choice of English law as
the governing law of the Facility Agreement, the Fee Letter and the FEC Transfer Certificates is legal, valid and binding upon
FEC.


 


In any proceedings for the enforcement
of the obligations of FEC, the Finnish courts would uphold as valid and give effect to the choice of English law as the governing
law of the Facility Agreement, the Fee Letter and the FEC Transfer Certificates and all non-contractual obligations arising from
or in connection with the Facility Agreement and the FEC Transfer Certificates, subject to the limitations and exceptions set out
in Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual
obligations (Rome I) and in Regulation (EC) No 864/2007 of the European Parliament and of the Council of 11 July 2007 on the
law applicable to non-contractual obligations (Rome II).


 






    7


     


    

 





 


In any proceedings for the enforcement
of the obligations of Finnvera, the Finnish courts would uphold as valid and give effect to the choice of Finnish law as the governing
law of the Finnvera Guarantee and any non-contractual obligations arising out of or in connection with it.


 


		15	Submission to the jurisdiction



 


The submission to the exclusive
jurisdiction of the courts of England in connection with the Facility Agreement is valid and binding upon FEC and Finnish courts
would enforce a judgment in respect of the Facility Agreement given by an English court without examination of the merits of the
case in accordance with the provisions of Council Regulation (EC) No 1215/2012 dated 12 December 2012 on Jurisdiction, Recognition
and Enforcement of Judgments in Civil and Commercial Matters.


 


The submission to the exclusive
jurisdiction of the courts of Finland (Helsinki District Court, Fi: Helsingin käräjäoikeus, as the court
of first instance) in connection with the Finnvera Guarantee, Supplemental Assignment Agreeement and Finnvera Guarantee Assignment
is valid and binding upon Finnvera and FEC.


 


		IV.	QUALIFICATIONS



 


The opinions set forth above
are subject to the following qualifications:


 


		(a)	The enforcement of the obligations under the Opinion Documents and, the Facility Agreement, as
the case may be, may be subject to statutory limitation under Finnish law pursuant to the Act of Statutes of Limitation (Fi:
laki velan vanhenemisesta (728/2003), as amended).



 


		(b)	In order for Finnvera to be obliged to make payment of any claim(s) under the Finnvera Guarantee
it is required that the conditions on the basis of which the Finnvera Guarantee has been issued are duly performed and observed
by the Guarantee Holder any other relevant parties to the Loan Documents as specified in the Finnvera Guarantee. In addition, we
note that although Finnvera has not confirmed that the Facility Agreement is in form and substance acceptable to it (it being Finnvera’s
normal practice not to give such a confirmation), in our opinion, there are no material provisions in the Facility Agreement which
on their face contravene or conflict with the provisions of the Finnvera Guarantee and such provisions generally required to be
complied with by the Finnvera Guarantee have been complied with in the Facility Agreement.



 






    8


     


    

 





 


		(c)	We note that according to Clause 22 (Applicable Law and Dispute Settlement) of the General
Conditions, the Act on Guarantees and Third Party Pledges (Fi: laki takauksesta ja vierasvelkapanttauksesta (361/1999),
as amended, the “Act”) shall not apply to the Finnvera Guarantee. However, in case a Finnish court would, despite
the explicit provision of such Clause 22 decide to apply the Act, the below qualifications should be noted:



 


		(iii)	under the Act, a creditor must notify the guarantor of the debtor's default no later than one (1) month
after the default and in a case such notice is made after such period, the guarantor is only liable for the interest, penalty interest
or other time based compensation that has accrued after the notice was issued or sent, provided, however, that in a case where
the creditor is able to prove that the guarantor had otherwise become aware of the default, the guarantor is liable for the said
compensation from the moment it received information on the default;



 


		(iv)	under the Act and the Finnish legal practice, the illegality, invalidity or unenforceability of
or any similar defect in any provision of the guaranteed obligations or the alteration, amendment or supplement of any condition
agreed therein, including the granting of any time or other indulgence, the release of any security or other debtor or guarantee
or the waiver of any right or obligation of the debtor under the guaranteed obligations without consent of the guarantor, or the
absence of any enforcement may affect the validity of the guarantor's obligations under the guarantee; and



 


		(v)	under the Act, if the guarantee is given also for obligations of the debtor other than the specified
main debt (Fi: yleistakaus), the guarantor is responsible under the guarantee for the guaranteed obligations of the debtor created
subsequent to a merger or a division of the creditor only provided that the guarantor has been notified about that merger or division
and about the guarantor’s statutory right in that case to limit its liability, and the guarantor has not responded within
a time period stated in that notification, such time period not being less than one (1) month, that it shall restrict its
aforesaid liability.



 


		(d)	In addition to item (i) in paragraph IV. (c) above, the General Conditions contain a
special prescription period of sixty (60) days from the respective due dates for the filing of a claim against Finnvera.



 






    9


     


    

 





 


		(e)	We note that Finnvera’s liability under the Finnvera Guarantee shall be limited to the Guaranteed
Receivables as defined in Clause 4.1 (Guaranteed Receivables) of the Finnvera Guarantee only and in addition, that the Finnvera
Guarantee includes provisions which restrict any indemnity payable for default interest and therefore Finnvera’s liability
under the Finnvera Guarantee may not cover the entire default interest as determined and calculated pursuant to the relevant provisions
of the Facility Agreement.



 


		(f)	We note that the obligations and liability of the Transferring Lenders (as defined in the Supplemental
Assignment Agreement) towards FEC, including the liability in case of termination the application of the fixed interest rate based
on the CIRR by FEC, shall be determined according to the terms of the Supplemental Assignment Agreement notwithstanding anything
otherwise agreed in the Facility Agreement.



 


		(g)	Under Finnish law, it is required that in connection with the bankruptcy, reorganisation or winding-up
or insolvency proceedings of a debtor, the creditor has to file its claim against the debtor within a certain time limit, and failing
this, the guarantor shall be free from any liability under the guarantee to the extent the creditor could have recovered by filing
its claim.



 


		(h)	The terms and conditions of the Opinion Documents and the Facility Agreement are subject to bankruptcy,
moratorium, reorganisation, insolvency and other laws affecting creditors’ rights generally and may pursuant to the Contracts
Act (Fi: laki varallisuusoikeudellisista oikeustoimista (228/1929), as amended) be set aside or modified if adjudged to
be unreasonable and may also be subject to limitation of action by passage of time.



 


		(i)	Enforcement of the Opinion Documents and the Facility Agreement may be limited by general principles
of equity; in particular, equitable remedies (such as an order for specific performance or an injunction) are discretionary remedies
and may not be available under the laws of Finland where damages are considered to be an adequate remedy, and nothing in this Opinion
should be taken to indicate that any particular remedy necessarily would be available with respect to any particular provision
of the Opinion Documents or the Facility Agreement in any particular instance.



 


		(j)	The term ”enforceable”, where used herein, means that the obligations assumed by the
relevant party under the relevant document are of a type which Finnish law and the courts of Finland generally enforce or recognise;
however, enforcement before the courts of Finland will in any event be subject to the acceptance of such courts of jurisdiction,
the powers of such courts to stay proceedings and other principles of law and procedure of general application (some of which may
be discretionary in nature) and to the availability of defences such as set-off, abatement, counter-claim and force majeure.



 






    10


     


    

 





 


		(k)	We express no opinion on the enforceability of the Opinion Documents in any jurisdiction outside
Finland.



 


		(l)	Other than the opinions expressed in paragraph III. 8 (Taxes on payment of interest), paragraph
III. 9 (Stamp duties) and paragraph III. 10 (No residency) above, we express no opinion on any matters relating to taxes or any
tax consequences in relation to the execution, delivery or enforcement of the Second Finnvera Guarantee.



 


		(m)	Any person who is not party to an agreement referred to in this Opinion may not be able to enforce
any provisions of that agreement which are expressed to be for the benefit of that person.



 


		(n)	Any provision in the Opinion Documents or the Facility Agreement which involves or indicates an
indemnity for legal costs or costs of litigation or arbitration is subject to the discretion of the court or arbitrators to decide
whether and to what extent a party to litigation or arbitration, as the case may be, should be awarded the legal costs incurred
by it in connection with the litigation or arbitration or otherwise.



 


		(o)	Whereas judgments may be awarded by the Finnish courts in currencies other than the euro, judgments
may be enforced in the euro only, generally at the rate of exchange prevailing at the date of enforcement rather than at the date
of judgment.



 


		(p)	A court in Finland may not treat as conclusive those certificates, determinations, records and
opinions which the Opinion Document or the Facility Agreement state are so to be treated since a Finnish court is free to consider
any evidence presented to it in the discretion of the court.



 


		(q)	Finnish courts may require that documents drawn up in English or any other language than Finnish
or Swedish and presented to the court shall be translated into Finnish or Swedish.



 


		(r)	The files in respect of the Finnish ECAs maintained by the Trade Register or by the Insolvency
Register may not be up to date and documents required to be filed with the Trade Register or Insolvency Register may not be filed
immediately or may not be available for immediate inspection.



 


This Opinion is limited solely
to the laws of Finland as in force on the date of this Opinion and we have not made an investigation and no opinion is expressed
or implied as to the laws of any other jurisdiction, and furthermore we have assumed that there is nothing in any other law that
affects the opinions presented herein.


 






    11


     


    

 





 


This Opinion shall be construed
in accordance with Finnish law. It is rendered by us to you in the matter and context specified herein and is not to be disclosed
to or relied upon by any other person or for any other purpose without our prior written consent, provided however, that this Opinion
may be disclosed to but not relied upon by (i) your affiliates and yours and their professional advisors, auditors, employees
and officers; (ii) your potential successors, assignees and transferees and their professional advisers; (iii) to the
extent required in connection with any actual or potential dispute or claim to which any of you are party and which is relating
to the transaction for which this opinion is given, the competent court or arbitration institute in respect of such dispute or
claim, and (iv) to the extent required by any regulatory authority to whose jurisdiction such person is subject or pursuant
to the rules of any recognised stock exchange on which such person’s securities are listed, such regulatory authority
or stock exchange of the Addressees (provided such person must promptly notify us, where lawful to do so, before the disclosure
to the relevant regulatory authority or stock exchange occurs, except where the disclosure is made in the ordinary course of such
person’s supervisory or regulatory function), or (v) where required by law, regulation or court order, and in each case
on the basis that those persons will make no further disclosure.


 


Very truly yours,


 


ASIANAJOTOIMISTO DLA PIPER FINLAND OY


 


	 	 
	Hans Sundblad	 
	Partner	 



 






    12


     


    

 





 


Schedule A


 


	Addressees:	



 


 


		1.	KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and Sole Bookrunner, FEC, the Initial Lender
and Facility Agent, CIRR Agent and Documentation Agent under the Facility Agreement, as the Guarantee Holder under the Finnvera
Guarantee, as Transferring Lender, Guarantee Holder and Facility Agent under the Supplemental Assignment Agreement;



 






    13


     


    

 


 



 


		Asianajotoimisto DLA Piper Finland Oy


Fabianinkatu 23


FI-00130 Helsinki


Finland


T +358
9 4176 030


F +358
9 4176 0417


W www.dlapiper.com








 


To:     The
addressees listed in Schedule A (the “Addressees”)


 


[●] 2019


 


FINNVERA BUYER CREDIT GUARANTEE AGREEMENT
[●] – ICON 3 HULL NO. 1402


 


Dear Sirs/Ladies,


 


We have acted as special Finnish counsel
to you in connection with the Second Finnvera Guarantee (as defined below) granted by Finnvera plc (“Finnvera”)
as security for the credit made available under the facility agreement dated [●] 2019 (the “Facility Agreement”)
entered into between, among others, Royal Caribbean Cruises Ltd. as the Borrower, KfW IPEX-Bank GmbH (“KfW IPEX”)
as Facility Agent, CIRR Agent, Documentation Agent, Hermes Agent, Initial Mandated Lead Arranger and Sole Bookrunner and the
Lenders and Residual Risk Guarantors form time to time party thereto, and in such capacity we have been requested to render this
opinion (the “Opinion”) to the Addressees.


 


Terms defined in the Facility Agreement
shall have the same meaning when used in this Opinion unless otherwise defined herein or the context otherwise requires.


 


		I.	DOCUMENTS



 


For the purposes of this Opinion
we have examined the following documents:


 


		(a)	a copy of the executed buyer credit
guarantee agreement BC [●] dated [●] 20[●] (the “Second Finnvera Guarantee”) entered into
between Finnvera and KfW as the Guarantee Holder (as defined therein, the “Guarantee Holder”) under which Finnvera
has issued, in accordance with the Act on the State’s Export Credit Guarantees (Fi: laki valtion vientitakuista (422/2001),
as amended), a buyer credit guarantee to the Guarantee Holder as security for the credit made available to the Borrower under the
Facility Agreement in respect of the Finnvera Balancing Loan. The Second Finnvera Guarantee includes the General Conditions for
Buyer Credit Guarantees dated 1 March 2004 issued by Finnvera (the “General Conditions”) which are incorporated
in the Second Finnvera Guarantee;



 






    


     


    

 


		(b)	for the purposes only of terms used in the Second Finnvera Guarantee defined by reference to, or
provisions incorporated in the Second Finnvera Guarantee by reference to, the Facility Agreement, an executed copy of the Facility
Agreement;



 


		(c)	a copy of the extract from the minutes of the meeting of the Board of Directors of Finnvera number
[●], held on [●];



 


		(d)	a copy of the certificate dated [●] 20[●] signed by authorised representatives of Finnvera
and certifying that (i) the decision of the Board of Directors of Finnvera referred to in paragraph (c) above remains
in full force and effect and has not been revoked, amended, modified or superseded, subject to any subsequent amendments or modifications
made in accordance with the internal instructions and policies of Finnvera, (ii) all corporate and other approvals, including
the approval of the Finnish Ministry of Economic Affairs and Employment, if applicable, have been obtained and all corporate and
other action have been taken as required by Finnvera to execute, deliver and perform the Finnvera Guarantee and such approvals
and action have not been amended or revoked and are in full force and effect, and (iii) there are no contractual restrictions,
judgments, orders or similar restrictions binding on Finnvera which would affect the terms of the Second Finnvera Guarantee or
entering into it by Finnvera;



 


		(e)	an extract from the Trade Register in respect of Finnvera dated [●] 20[●] and a copy
of the Articles of Association of Finnvera dated [●] 20[●]; and



 


		(f)	such other documents we have considered necessary or desirable for the purposes of this Opinion.



 


With respect to certain relevant
questions of fact, we have relied on the documents referred to in paragraphs (c) to (e) above and have not independently
verified their accuracy.


 


We have, for the purposes of
this Opinion, made on [●] 20[●]an enquiry with the Register of Bankruptcy and Reorganisation Proceedings (Fi: Konkurssi-
ja yrityssaneerausrekisteri) (the “Insolvency Register”) in respect of Finnvera.


 


For the purposes of this Opinion,
other than as specified in paragraph (b) above, we have not reviewed and express no opinion on the Facility Agreement or any
other Loan Document or any factual matters, including the assets, business or affairs of Finnvera.


 


This Opinion is issued and may
only be relied upon by the Addressees on the express condition that it shall be governed by and that all terms, words and expressions
herein shall be construed and interpreted in accordance with Finnish law as in force at the date hereof. We have not investigated
the laws of any other country than Finland and express no opinion as to any matter governed by any law other than the laws of Finland.
By issuing this Opinion we do not assume any obligation to notify or inform you of any developments subsequent to the date of this
Opinion that might render the opinions expressed herein wholly or partly inaccurate.


 






    2


     


    

 


		II.	ASSUMPTIONS



 


For the purposes of this Opinion,
we have assumed:


 


		(i)	the genuineness of all signatures, the completeness and conformity to originals of all documents
submitted to us as copies or extracts and the authenticity of the originals of such documents;



 


		(ii)	that, other than in respect of Finnvera, the Second Finnvera Guarantee has been duly authorised
by, duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of all of the parties thereto;



 


		(iii)	that the Facility Agreement has been duly authorised, executed and delivered by the parties thereto
and constitutes legal, valid, binding and enforceable obligations of the parties thereto under the laws of England by which it
is stated to be governed;



 


		(iv)	that the terms of the Facility Agreement and the Construction Contract meet the provisions of the
OECD Arrangement on Officially Supported Export Credits, approved by the participants of such OECD Arrangement within the Organisation
for Economic Co-Operation and Development (OECD), as published by the OECD from time to time;



 


		(v)	that the terms of the Facility Agreement and other Loan Documents do not contravene or conflict
with any provision of the Second Finnvera Guarantee and all provisions required to be complied with by the Second Finnvera Guarantee
have been duly complied with in the Facility Agreement and other Loan Documents; and



 


		(vi)	that the Guarantee Holder duly performs and complies with all of its obligations towards Finnvera
under the Second Finnvera Guarantee and that the information given at any time by the Guarantee Holder or other parties to the
Facility Agreement to Finnvera in connection with the Second Finnvera Guarantee is true and accurate in all material respects and
not misleading and does not omit any material facts so that full details of all facts and circumstances which are or might be material
in relation to the issue by Finnvera of the Second Finnvera Guarantee have been disclosed to Finnvera.



 






    3


     


    

 


		III.	OPINIONS



 


On the basis of the foregoing
assumptions and subject to the qualifications set forth below, we are of the opinion that under the laws of Finland as of the date
hereof:


 


		1	Status



 


Finnvera is a limited liability
company (Fi: osakeyhtiö) duly incorporated, duly organised and validly existing under the laws of Finland, with the
capacity to sue and be sued in its own name and has the power to own assets and conduct business as set forth in its Articles of
Association and the searches with the Insolvency Register reveal no initiation of bankruptcy (Fi: konkurssi) or restructuring
(Fi: yrityssaneeraus) proceedings.


 


		2	Powers and authority



 


Finnvera has the power and authority
to enter into, execute and deliver the Second Finnvera Guarantee, to exercise its rights and perform its obligations under the
Second Finnvera Guarantee, and has taken all corporate or other action necessary or desirable to approve and authorise the same.


 


		3	Due execution and legal validity



 


The Second Finnvera Guarantee
has been validly and properly executed and delivered by Finnvera and constitutes legal, valid and binding obligations of Finnvera,
enforceable in accordance with its terms.


 


		4	Legal form



 


The Second Finnvera Guarantee
is in an acceptable and proper legal form for enforcement in Finland.


 


		5	No conflict



 


The execution, delivery and performance
of the Second Finnvera Guarantee by Finnvera do not conflict with or violate any provision of the laws and regulations of Finland,
Finnvera’s Articles of Association or any other constitutional documents of Finnvera.


 


		6	Consents and authorisations



 


All authorisations, licenses,
consents and approvals required or advisable by Finnvera in Finland for or in connection with the execution, delivery, performance
and validity of the Second Finnvera Guarantee have been obtained and are in full force and effect.


 


		7	No registration



 


It is not necessary or advisable
in order to ensure the legality, validity, enforceability or admissibility in evidence in proceedings and priority of the obligations
of Finnvera under the Second Finnvera Guarantee, or the rights, powers of the Guarantee Holder thereunder, that the Second Finnvera
Guarantee is notarised, filed, registered or recorded in Finland.


 






    4


     


    

 


		8	Taxes on payment of interest



 


There is no Finnish withholding
or other tax to be deducted from any payment of any items characterised as interest to be made by the Finnish ECAs pursuant to
the Opinion Documents assuming that the relevant payee is considered a non-resident of Finland (Fi: rajoitetusti verovelvollinen)
for purposes of the Finnish Income Tax Act (Fi: tuloverolaki, 1535/1992, as amended), i.e. the payee is formed and registered
under the laws of a jurisdiction other than Finland, provided that such payee does not have a permanent establishment in Finland
to which such payments are effectively connected.


 


		9	Stamp duties



 


No stamp, registration, documentary
or other similar ad valorem taxes, duties or assessments of whatever nature are imposed by or payable in Finland upon or in connection
with the execution, delivery or performance of the Second Finnvera Guarantee or the enforcement or admissibility in evidence of
the Second Finnvera Guarantee in Finland.


 


		10	No residency



 


The
Guarantee Holder is not nor will it be deemed to be resident, domiciled, carrying on business or subject to taxation in Finland
by reason only of the execution of or performance of its obligation under the Second Finnvera Guarantee and it is not necessary
for the Guarantee Holder to be licensed, resident, domiciled or carrying on business or subject to taxation in Finland in order
to enforce or receive payments due under the Second Finnvera Guarantee.


 


		11	No immunity



 


Finnvera is subject to civil
and commercial law with respect to its obligations under the Second Finnvera Guarantee and the entry into and exercise of rights
and performance of obligations under the Second Finnvera Guarantee by Finnvera constitute private and commercial acts for private
and commercial purposes. Subject to provisions of the Restructuring of Companies Act (Fi: laki yrityksen saneerauksesta
(47/1993), as amended) and its effects on execution, in any proceedings taken in Finland, neither Finnvera nor the Republic of
Finland (should Finnvera not be able to honour its obligations under the Second Finnvera Guarantee) or any of their properties
or assets have any immunity against the jurisdiction of the courts of Finland for suit, execution, attachment or other legal process.


 


		12	Ranking of claims



 


The claims of the Guarantee Holder
against Finnvera under the Second Finnvera Guarantee will rank at least pari passu with the claims of all its other unsecured
and unsubordinated creditors save for those whose claims are preferred solely by any mandatory bankruptcy, insolvency, restructuring,
liquidation or other similar laws of general application.


 






    5


     


    

 


		13	Liability of the Republic of Finland



 


Pursuant to the Act on the State
Guarantee Fund (Fi: laki valtiontakuurahastosta (444/1998), as amended), the Republic of Finland is (through a separate
fund) responsible for the Second Finnvera Guarantee should Finnvera not be able to honour its obligations or commitments under
the Second Finnvera Guarantee.


 


		14	Choice of law



 


In any proceedings for the enforcement
of the obligations of Finnvera under the Second Finnvera Guarantee, the Finnish courts would uphold as valid and give effect to
the choice of Finnish law as the governing law of the Second Finnvera Guarantee and any non-contractual obligations arising out
of or in connection with it.


 


		15	Submission to jurisdiction



 


The
submission to the jurisdiction of the courts of Finland (Helsinki District Court, Fi: Helsingin käräjäoikeus,
as the court of first instance) in connection with the Second Finnvera Guarantee is valid and binding upon Finnvera.


 


		IV.	QUALIFICATIONS



 


The opinions set forth above
are subject to the following qualifications:


 


		a)	The enforcement of the obligations under the Opinion Documents may be subject to statutory limitation
under Finnish law pursuant to the Act of Statutes of Limitation (Fi: laki velan vanhenemisesta (728/2003), as amended).



 


		b)	In order for Finnvera to be obliged to make payment of any claim(s) under the Second Finnvera
Guarantee it is required that the conditions on the basis of which the Second Finnvera Guarantee has been issued are duly performed
and observed by the Guarantee Holder and any other relevant parties to the Loan Documents as specified in the Second Finnvera Guarantee.
In addition, we note that although Finnvera has not confirmed that the Facility Agreement is in form and substance acceptable to
it (it being Finnvera’s normal practice not to give such a confirmation), in our opinion, there are no material provisions
in the Facility Agreement which on their face contravene or conflict with the provisions of the Second Finnvera Guarantee and such
provisions generally required to be complied with by the Second Finnvera Guarantee have been complied with in the Facility Agreement.



 


		c)	We note that according to Clause 22 (Applicable Law and Dispute Settlement) of the General
Conditions, the Act on Guarantees and Third Party Pledges (Fi: laki takauksesta ja vierasvelkapanttauksesta (361/1999),
as amended, the “Act”) shall not apply to the Second Finnvera Guarantee. However, in case a Finnish court would,
despite the explicit provision of such Clause 22 decide to apply the Act, the following qualifications should be noted:



 






    6


     


    

 


		(i)	under the Act, a creditor must notify the guarantor of the debtor's default no later than one (1) month
after the default and in a case such notice is made after such period, the guarantor is only liable for the interest, penalty interest
or other time based compensation that has accrued after the notice was issued or sent, provided, however, that in a case where
the creditor is able to prove that the guarantor had otherwise become aware of the default, the guarantor is liable for the said
compensation from the moment it received information on the default;



 


		(ii)	under the Act and the Finnish legal practice, the illegality, invalidity or unenforceability of
or any similar defect in any provision of the guaranteed obligations or the alteration, amendment or supplement of any condition
agreed therein, including the granting of any time or other indulgence, the release of any security or other debtor or guarantee
or the waiver of any right or obligation of the debtor under the guaranteed obligations without consent of the guarantor, or the
absence of any enforcement may affect the validity of the guarantor's obligations under the guarantee; and



 


		(iii)	under the Act, if the guarantee is given also for obligations of the debtor other than the specified
main debt (Fi: yleistakaus), the guarantor is responsible under the guarantee for the guaranteed obligations of the debtor
created subsequent to a merger or a division of the creditor only provided that the guarantor has been notified about that merger
or division and about the guarantor’s statutory right in that case to limit its liability, and the guarantor has not responded
within a time period stated in that notification, such time period not being less than one (1) month, that it shall restrict
its aforesaid liability.



 


		d)	In addition to item (i) in paragraph IV. (b) above, the General Conditions contain a
special prescription period of sixty (60) days from the respective due dates for the filing of a claim against Finnvera.



 


		e)	We note that that Finnvera’s liability under the Second Finnvera Guarantee shall be limited
to the Guaranteed Receivables as defined in Clause 4.1 (Guaranteed Receivables) of the Second Finnvera Guarantee only and in addition,
that the Second Finnvera Guarantee includes provisions which restrict any indemnity payable for default interest and therefore
Finnvera’s liability under the Second Finnvera Guarantee may not cover the entire default interest as determined and calculated
pursuant to the relevant provisions of the Facility Agreement.



 


		f)	Under Finnish law, it is required that in connection with the bankruptcy, reorganisation or winding-up
or insolvency proceedings of a debtor, the creditor has to file its claim against the debtor within a certain time limit, and failing
this, the guarantor shall be free from any liability under the guarantee to the extent the creditor could have recovered by filing
its claim.



 






    7


     


    

 


		g)	The terms and conditions of the Second Finnvera Guarantee are subject to bankruptcy, moratorium,
reorganisation, insolvency and other laws affecting creditors’ rights generally and may pursuant to the Contracts Act (Fi:
laki varallisuusoikeudellisista oikeustoimista (228/1929), as amended) be set aside or modified if adjudged to be unreasonable
and may also be subject to limitation of action by passage of time.



 


		h)	Enforcement of the Second Finnvera Guarantee may be limited by general principles of equity; in
particular, equitable remedies (such as an order for specific performance or an injunction) are discretionary remedies and may
not be available under the laws of Finland where damages are considered to be an adequate remedy, and nothing in this Opinion should
be taken to indicate that any particular remedy necessarily would be available with respect to any particular provision of the
Second Finnvera Guarantee in any particular instance.



 


		i)	The term ”enforceable”, where used herein, means that the obligations assumed by the
relevant party under the relevant document are of a type which Finnish law and the courts of Finland generally enforce or recognise;
however, enforcement before the courts of Finland will in any event be subject to the acceptance of such courts of jurisdiction,
the powers of such courts to stay proceedings and other principles of law and procedure of general application (some of which may
be discretionary in nature) and to the availability of defences such as set-off, abatement, counter-claim and force majeure.



 


		j)	We express no opinion on the enforceability of the Second Finnvera Guarantee in any jurisdiction
outside Finland.



 


		k)	Other than the opinions expressed in paragraph III. 8 (Taxes on payment of interest), paragraph
III. 9 (Stamp duties) and paragraph III. 10 (No residency) above, we express no opinion on any matters relating to taxes or any
tax consequences in relation to the execution, delivery or enforcement of the Second Finnvera Guarantee.



 


		l)	Any person who is not party to an agreement referred to in this Opinion may not be able to enforce
any provisions of that agreement which are expressed to be for the benefit of that person.



 


		m)	Any provision in the Second Finnvera Guarantee which involves or indicates an indemnity for legal
costs or costs of litigation or arbitration is subject to the discretion of the court or arbitrators to decide whether and to what
extent a party to litigation or arbitration, as the case may be, should be awarded the legal costs incurred by it in connection
with the litigation or arbitration or otherwise.



 


		n)	Whereas judgments may be awarded by the Finnish courts in currencies other than the euro, judgments
may be enforced in the euro only, generally at the rate of exchange prevailing at the date of enforcement rather than at the date
of judgment.



 


		o)	A court in Finland may not treat as conclusive those certificates, determinations, records and
opinions which the Second Finnvera Guarantee state are so to be treated since a Finnish court is free to consider any evidence
presented to it in the discretion of the court.



 






    8


     


    

 


		p)	Finnish courts may require that documents drawn up in English or any other language than Finnish
or Swedish and presented to the court shall be translated into Finnish or Swedish.



 


		q)	The files in respect of Finnvera maintained by the Trade Register or by the Insolvency Register
may not be up to date and documents required to be filed with the Trade Register or Insolvency Register may not be filed immediately
or may not be available for immediate inspection.



 


This Opinion is limited solely
to the laws of Finland as in force on the date of this Opinion and we have not made an investigation and no opinion is expressed
or implied as to the laws of any other jurisdiction, and furthermore we have assumed that there is nothing in any other law that
affects the opinions presented herein.


 


This Opinion shall be construed
in accordance with Finnish law. It is rendered by us to you in the matter and context specified herein and is not to be disclosed
to or relied upon by any other person or for any other purpose without our prior written consent, provided however, that this Opinion
may be disclosed to but not relied upon by (i) your affiliates and yours and their professional advisors, auditors, employees
and officers; (ii) your potential successors, assignees and transferees and their professional advisers; (iii) to the
extent required in connection with any actual or potential dispute or claim to which any of you are party and which is relating
to the transaction for which this opinion is given, the competent court or arbitration institute in respect of such dispute or
claim, and (iv) to the extent required by any regulatory authority to whose jurisdiction such person is subject or pursuant
to the rules of any recognised stock exchange on which such person’s securities are listed, such regulatory authority
or stock exchange of the Addressees (provided such person must promptly notify us, where lawful to do so, before the disclosure
to the relevant regulatory authority or stock exchange occurs, except where the disclosure is made in the ordinary course of such
person’s supervisory or regulatory function), or (v) where required by law, regulation or court order, and in each case
on the basis that those persons will make no further disclosure.


 


Very truly yours,


 


ASIANAJOTOIMISTO DLA PIPER FINLAND OY


 


	 	 
	Hans Sundblad	 
	Partner	 



 






    9


     


    

 


Schedule A


 


		Addressees:	



 


		1.	KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and Sole Bookrunner, Initial Finnvera
Balancing Lender and [the Persons who have become Lenders by the date of issuance of the Second Finnvera Guarantee – Names
to be inserted], Facility Agent and Documentation Agent under the Facility Agreement, and as the Guarantee Holder under the
Second Finnvera Guarantee;



 






    10


     


    

 


EXHIBIT C

Form of Lender Assignment Agreement


 


To:     Royal
Caribbean Cruises Ltd.


 


To:     KfW
IPEX-Bank GmbH, 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 ICON 3 Hull No. 1402 Credit Agreement dated [                      
] 2019 (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"), KfW IPEX-Bank GmbH as Facility Agent (in such capacity, the
“Facility Agent”), Documentation Agent, Hermes Agent, KfW IPEX-Bank GmbH as Initial Mandated Lead Arranger and
Sole Bookrunner, and the various other financial institutions from time to time party thereto as Lenders and Residual Risk Guarantors.
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
(including by way of novation) by the undersigned "Assignor" (the "Assignor") to the undersigned
"Assignee" (the "Assignee") of [ ]% of the Assignor's [Commitment]1 [portion of the
Loan held by the Assignor]2 which assigned amount is on the date hereof equal to
[     ]. After giving effect to the foregoing assignment
and transfer, the amounts of the Assignor’s and the Assignee’s respective shares of the [Commitment][portion of
the Loan held by the Assignor] for the purposes of the Agreement are set forth opposite each 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:


 





 









1
Insert prior to the date on which the Loan is made


 


2
Insert on and after the date on which the Loan is made


 






    133


     


    

 


(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; and


 


(ii)            agrees
to be bound by the terms and conditions set forth in the Agreement and the other Loan 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 Loan Documents to the extent of the relevant
percentage of the [Commitment][Loan] 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:


 


Email:    


 


Lending Office:


 


Telephone: Facsimile:


 


Email:


 


		(B)	Payment Instructions:



 


The Assignee agrees to furnish
the tax form required by 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.


 


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.


 






    134


     


    

 


	Amount of the [Commitment] [portion of the Loan] after
giving effect to the assignment contemplated hereby:	 	 
	 	 	[ASSIGNOR]
	[            ]	 	 
	 	 	By:  	                 
	 	 	 
	 	 	Title:
	 	 	 
	[            ]	 	[ASSIGNEE]
	 	 	 
	 	 	By:	 
	 	 	 
	 	 	Title:



 






    135


     


    

 


Accepted and Acknowledged this                 
day of        ,
_       .


 


	Royal Caribbean
Cruises Ltd.	 
	 	 
	By: 	                	 
	Name:	 
	Title:	 
	 	 
	KfW IPEX-Bank
GmbH, as Facility Agent	 
	 	 
	By:	 	 
	Name:	 
	Title:	 



 






    136


     


    

 


EXHIBIT D

Finnvera Premium and Finnvera Balancing Premium Pricing Grid for FEC Loan/Finnvera Balancing Loan


 


	 	Level 1	Level 2	Level 3	Level 4	Level 5
	Basis for Pricing	Senior Debt Rating of A- by Standard & Poor's or A3 by Moody's (or Higher)	Senior Debt Rating of BBB+ by Standard & Poor's or Baa1 by Moody's	Senior Debt Rating of BBB by Standard & Poor's or Baa2 by Moody's	Senior Debt Rating of BBB- by Standard & Poor's or Baa3 by Moody's	Senior Debt Rating lower than Level 4
	Premium Rate	2.00%	2.25%	2.52%	2.83%	3.18%




 






    137


     


    

 



  


EXHIBIT E


Form of
Pledge Agreement


 









    138


    


    

 


CONFIDENTIAL


 


Dated [·]


 


ACCOUNT PLEDGE AGREEMENT


(Kontoverpfändung) in relation to the


Hull No. S-700 Credit Agreement


 


Royal Caribbean Cruises Ltd.


as Pledgor


 


KfW IPEX-Bank GmbH


as Facility Agent


 


and


 


[·]


as Lenders





 






    


    


    

 





	 	Contents	 
	Clause	Page
	1	Headings, Capitalised Terms, References, and Language	2
	2	Abstract Acknowledgement of Debt	4
	3	Grant of Pledges	4
	4	Operation of Accounts	4
	5	Secured Obligations	5
	6	Representations and Warranties	5
	7	Protection of Collateral	5
	8	Enforcement of Collateral	6
	9	Release of Collateral	7
	10	Waivers of Pledgor	7
	11	Assignment and Transfer	7
	12	Substitution of a Pledgee	8
	13	Further Assurance	8
	14	Costs and Expenses	8
	15	Severability, Duration and other Matters	8
	16	Notification	9
	17	Notices and Other Matters	9
	18	Partial Invalidity	10
	19	Changes and Amendments	10
	20	Choice of Law and Jurisdiction	10
	21	Entire Agreement	10
	22	Process Agent	11
	Schedule 1 Address details of the parties	12
	Schedule 2 The Pledged Accounts	13
	Schedule 3 Notification Letter	14
	Schedule 4 Acknowledgement Letter	16
	Schedule 5 Instruction to Account Bank	17
	 	 	 






    


    


    

 





THIS ACCOUNT PLEDGE AGREEMENT
(hereinafter referred to as the Account Pledge Agreement) is made on _______ . BETWEEN:


 


		(1)	ROYAL CARIBBEAN CRUISES LTD., a Liberian corporation incorporated under the laws of Liberia and registered in the Register
of Companies of Liberia under C-38863, whose registered office is at 80 Broad Street, Monrovia, Liberia, as pledgor (hereinafter
referred to as the Pledgor);



 


		(2)	KFW IPEX-BANK GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under
the laws of the Federal Republic of Germany (Germany), whose registered office is at Palmengartenstraße 5-9, 60325
Frankfurt am Main, Germany, in its capacity as facility agent (hereinafter referred to as the Facility Agent); and



 


		(3)	[·], each in their capacity as lender (hereinafter referred to as the
Lenders, and together with the Facility Agent the Pledgees). [Note: update to include all Lenders as at the time
of execution and adapt the rest of the pledge agreement accordingly.]]



 


WHEREAS


 


		(A)	The Pledgor and KfW IPEX-Bank GmbH as [·] Agent and [·]
each as a Lender have entered into a loan agreement dated [·] (as amended, varied,
novated, supplemented, superseded or extended from time to time, hereinafter referred to as the Credit Agreement), pursuant
to which the Lenders have agreed to make available to the Borrower a loan facility in US dollars in connection with the financing
of a passenger cruise vessel bearing Meyer [·] hull number [·]
(the Vessel) (the Transaction).



 


		(B)	The Pledgor has opened or will open a Euro-denominated and US dollar-denominated bank account at the Account Bank for certain
payments to be made to it in Euros or US dollars in relation to the Transaction.



 


		(C)	The pledge provided for in this Account Pledge Agreement is a condition precedent to the utilisation of the US dollar loan
facility by the Pledgor under the Credit Agreement.



 


NOW, THEREFORE IT IS HEREBY AGREED as follows:


 


	1	 	Headings, Capitalised Terms, References, and Language



 


	1.1	 	Headings are for ease of reference only and shall not
affect the construction of this Account Pledge Agreement.



 


	1.2	 	Unless otherwise defined herein or unless the context otherwise requires, capitalised terms defined in the Credit Agreement
shall have the same meaning when used in this Account Pledge Agreement.



 


	1.3	 	In addition, in this Account Pledge Agreement



 


Abstract Acknowledgement has the meaning given
to such term in Clause 2 (Abstract Acknowledgement of Debt);


 


Account Bank means [·],
a financial institution organised and existing under the laws of [·] acting through
its office at [·] [NB Account Bank to be confirmed];


 


Builder means Meyer [·];





 






    2


     


    

 


Collateral has the meaning given to such term
in clause 3.1;


 


Discharge Date has the meaning given to such
term in clause 9.1;


 


Enforcement Event has the meaning given to
such term in clause 8.1;


 


Finance Parties means the Lenders, the Hermes
Agent and the Facility Agent each of such terms as defined in the Credit Agreement, each of them individually a Finance Party;


 


Security Grantor means any person granting
a security for the Secured Obligations;


 


Pledges means the pledges created by clause
3 (Grant of Pledges);


 


Pledged Accounts has the meaning given to such
term in clause 3.1 (and being the EUR Pledged Account and the Dollar Pledged Account referred to in the Credit Agreement);


 


Purchased Vessel means the passenger cruise
vessel bearing Builder’s hull number [·];


 


Secured Obligations means all financial obligations,
promises and other liabilities, owing or incurred by the Pledgor vis-à-vis the Pledgees, whether due or hereinafter to become
due, including, but not limited to, all future and contingent obligations, promises and other liabilities, of whatever nature (including
claims for unjust enrichment (ungerechtfertigte Bereicherung)), under or in connection with the Loan Documents (including
but not limited to the Abstract Acknowledgement of Debt pursuant to clause 2); and


 


Security Period means the period from the date
of this Account Pledge Agreement to and including the earliest of (a) the date on which the Commitments have reduced to zero and
all Indebtedness under the Loan Documents has been fully paid and discharged, (b) the date on which the proceeds of the Loan shall
have been paid out pursuant to clause 4.1(a) and (c) the later of (i) the date on which amounts standing to the credit of the Pledged
Accounts shall have been paid or transferred to the relevant account or accounts designated by the Facility Agent pursuant to clause
4.1(b) or,(ii) where a prepayment of the Loan in full has occurred under section 3.7 of the Credit Agreement, the date (if any)
upon which the Commitments are subsequently cancelled, terminated or otherwise come to an end .


 


	1.4	 	Words importing the plural shall include the singular and vice versa.



 


	1.5	 	This Account Pledge Agreement is made in the English language. For the avoidance of doubt, the English language version of
this Account Pledge Agreement shall prevail over any translation of this Account Pledge Agreement. However, where a German translation
of a word or phrase appears in the text of this Account Pledge Agreement, the German translation of such word or phrase shall prevail.



 


	1.6	 	In this Account Pledge Agreement, any reference to:



 


		(a)	a defined document is a reference to that defined document as from time to time amended, varied, novated, restated, supplemented
or extended;



 


		(b)	promptly means without undue delay (unverzüglich) as contemplated by Section 121 of the German Civil Code
(Bürgerliches Gesetzbuch - BGB); and



 


		(c)	clauses and schedules are to be construed as references to clauses of and schedules to this Account Pledge Agreement.





 






    3


     


    

 


	2	 	Abstract Acknowledgement of Debt



 


The Pledgor acknowledges by way of an abstract acknowledgement
of debt (abstraktes Schuldanerkenntnis) (the Abstract Acknowledgement), that each and every obligation of the Pledgor
towards a Finance Party under this Agreement, the Credit Agreement, the other Loan Documents and any ancillary document thereto
(together, but for the avoidance of doubt excluding the Abstract Acknowledgment, hereinafter referred to as the Original Obligations)
shall also be owing in full to the Facility Agent and that, accordingly, the Facility Agent will have its own independent right
to demand performance by the Pledgor of those obligations. Without in any way prejudicing the legally independent nature of the
Abstract Acknowledgement, the Parties hereto agree that (a) payment by the Pledgor of the obligations under the Abstract Acknowledgement
shall to the same extent be deemed to decrease and discharge the Original Obligations owing to the relevant Finance Parties and
(b) payment by the Pledgor of its Original Obligations to the relevant Finance Parties shall to the same extent be deemed to decrease
and discharge the amounts owed under the Abstract Acknowledgement owing by it to the Facility Agent. For the avoidance of doubt,
the obligations under the Abstract Acknowledgement shall only be due and payable when the obligations under the Original Obligations
are due and payable.


 


	3	 	Grant of Pledges



 


	3.1	 	The Pledgor hereby pledges (verpfändet) to each of the Pledgees all of its rights and claims in the current and
future amounts standing to the credit of its accounts stated in Schedule 2 (The Pledged Accounts) hereto (including all
sub-accounts thereto), (hereinafter together referred to as the Pledged Accounts), in particular, but not limited to, the
right to claim payment from the Account Bank, and in each case including all interest accruing thereon (together the Collateral).



 


	3.2	 	Each of the Pledgees hereby accepts the Pledges created under clause 3.1 above.



 


	3.3	 	For the avoidance of doubt, the Parties agree that nothing in this Account Pledge Agreement shall exclude a transfer of all
or part of the Pledges created hereunder by operation of law upon the assignment or transfer (including by way of assignment and
assumption (Vertragsübernahme)) of all or part of the Secured Obligations by any Pledgee in accordance with the Loan
Documents.



 


	4	 	Operation of Accounts



 


	4.1	 	Unless the Facility Agent has notified the Account Bank that an Event of Default has occurred and is continuing, the Pledgor
shall be entitled on and after the commencement of the Security Period, without the consent of the Pledgees, to request that the
Facility Agent instructs the Account Bank (which the Facility Agent agrees to do) in the form set out in Schedule 5 or in such
other form the Facility Agent and Account Bank may agree to disburse all of the moneys standing to the credit of the Pledged Accounts,
either :



 


		(a)	on the Delivery Date, in accordance with the provisions of section 2.5(d) (i) and (ii) of the Credit Agreement; or



 


		(b)	to such account or accounts as the Facility Agent may specify as prepayment, in whole or in part, of the Loan in accordance
with section 3.2, 3.7 or 9.2 of the Credit Agreement. For the purposes of this clause 4.1(b), if the Pledgor shall be obliged to
prepay the Loan in whole or in part pursuant to sections 3.2, 3.7 or 9.2 of the Credit Agreement, the Facility Agent, on behalf
of the Pledgees, will, if and to the extent that there are EUR funds standing to the credit of the EUR Pledged Account, consent
to the disbursement of such EUR funds to third party counterparties for the purpose of foreign exchange into Dollars, so long as
such exchanged Dollar funds are paid directly to such account
as may be designated by the Facility Agent for application in or towards such prepayment.






 






    4


     


    

 


	4.2	 	Unless the Facility Agent has notified the Account Bank that an Event of Default has occurred and is continuing, all interest
earned on the Pledged Accounts shall, at such times as the Pledgor may in its discretion request and, in any event, at the end
of the Security Period, be paid to the Pledgor or to its order to such account as the Pledgor may direct and the Pledgor shall
be entitled to instruct the Account Bank accordingly.



 


	5	 	Secured Obligations



 


The Collateral shall serve as security for the Secured
Obligations.


 


	6	 	Representations and Warranties



 


The Pledgor represents and warrants to each of the
Pledgees that:


 


	6.1	 	it is duly organised and validly existing under the laws of Liberia, it has obtained all licenses and authorisations to carry
out its business as it is now being conducted, all necessary or recommendable corporate action authorising the conclusion and performance
of this Account Pledge Agreement has been taken, all consents, approvals or permits which are required or recommendable in connection
with the conclusion and performance of this Account Pledge Agreement have been obtained and this Account Pledge Agreement constitutes
legal, valid and binding obligations of the Pledgor enforceable in accordance with its terms;



 


	6.2	 	subject to the provisions in the general terms and conditions of the Account Bank, it is the sole legal and beneficial owner
of the Collateral, has full title thereto and is entitled to pledge the Collateral to the Pledgees; and



 


	6.3	 	subject to the provisions in the general terms and conditions of the Account Bank, this Account Pledge Agreement constitutes
a first priority right in the Collateral and the Collateral is not subject to any prior or pari passu rights, including, but not
limited to, rights of pledge, rights of usufruct and attachment.



 


	7	 	Protection of Collateral



 


During the term of this Account Pledge Agreement,
the Pledgor undertakes towards each of the Pledgees:


 


	7.1	 	not to assign, encumber or otherwise dispose of any of the Collateral or any interest therein or offer to do so, except as
herein provided and subject to the provisions in the general terms and conditions of the Account Bank;



 


	7.2	 	to refrain from any acts or omissions which would result in the Collateral being encumbered or further encumbered, except as
herein provided and subject to the provisions in the general terms and conditions of the Account Bank;



 


	7.3	 	to record the Pledges immediately in its books and records and to refrain from any acts or omissions which could prevent third
parties who may have a legitimate interest in obtaining knowledge of the Pledges from obtaining knowledge thereof;



 


	7.4	 	not to otherwise defeat or impair the rights of the Pledgees under or in connection with this Account Pledge Agreement;



 


	7.5	 	to open a new account (other than any Pledged Accounts in existence at the date of this Account Pledge Agreement) to hold
                                                           the proceeds of the Loan disbursed or to be disbursed under the Credit Agreement only with prior written consent of the
                                                           Facility Agent, and in accordance with the Credit Agreement. In such a case, the Pledgor shall grant a corresponding account
                                                           pledge to the Pledgees over the newly established account;






 






    5


     


    

 


	7.6	 	to inform the Pledgees, by written notice to the Facility Agent, as soon as possible in the case the Pledgees’ rights
in respect of the Collateral are prejudiced or jeopardised by attachment or are prejudiced or jeopardised by other material actions
of third parties. Such information shall be accompanied, in the case of any attachment, by a copy of the order for attachment as
well as all documents required for the filing of an objection against the attachment, and, in case of any other actions by third
parties, by copies evidencing which actions have been or will be taken, respectively, as well as all documents required for the
filing of an objection against such actions. The Pledgor shall further be obliged to inform as soon as possible the attaching creditors
or other third parties asserting rights with respect to the Collateral in writing of the Pledgees’ rights in respect of the
Collateral. All reasonable and adequately documented costs and expenses for countermeasures of the Pledgees shall be borne by the
Pledgor. This shall also apply to the institution of legal action which any of the Pledgees reasonably considers necessary;



 


	7.7	 	to inform the Pledgees, by written notice to the Facility Agent, promptly of any subsequent material changes in the value of
the Pledged Accounts resulting from any set off or other reasons, after becoming aware of such changes other than in the ordinary
course of business; and



 


	7.8	 	to notify the Pledgees, by written notice to the Facility Agent, promptly of any event or circumstance which might be expected
to have a material adverse effect on the validity or enforceability of this Account Pledge Agreement.



 


	8	 	Enforcement of Collateral



 


	8.1	 	Following the occurrence of an Event of Default and, in addition, if and when the requirements of Section 1204 et seq. of the
German Civil Code (BGB) (Pfandreife) are met in respect of the Secured Obligations (or any part thereof) (an Enforcement
Event), the Pledgees, acting through the Facility Agent, shall be entitled, after having given one week’s notice to the
Pledgor and if such Event of Default is then still continuing, to avail themselves of all rights and remedies of a pledgee (Pfandgläubiger)
hereunder without prior court ruling and released from Section 1277 of the German Civil Code (BGB). However, the Pledgees
will only make use of their rights to the extent necessary to cover the Secured Obligations.



 


	8.2	 	In the case of the occurrence and (having regard to clause 8.1) continuation of an Enforcement Event, the Pledgees, acting
through the Facility Agent, shall in particular be entitled to



 


		(a)	collect the monies standing to the credit of the Pledged Accounts;



 


		(b)	request that all documents relating to the Pledges be handed over to the Facility Agent and the Pledgor hereby agrees to comply
promptly with any such request; and



 


		(c)	take any other actions not mentioned in clauses (a) and (b) above which are necessary or appropriate for the purpose of realising
the security granted by the Pledgor in accordance with this Account Pledge Agreement, to the extent that such actions are permissible
under the applicable law and not restricted by any other Loan Document.



 


	8.3	 	The Facility Agent shall apply such amounts in accordance with the provisions of the Credit Agreement and the other Loan Documents.






 






    6


     


    

 


	9	 	Release of Collateral



 


	9.1	 	Upon (a) complete and irrevocable satisfaction of the Secured Obligations or (b) the end of the Security Period, the Pledgees,
acting through the Facility Agent, will, upon request of the Pledgor, declare the release of the Pledges (Pfandfreigabe)
to the Pledgor as a matter of record. For the avoidance of doubt, the Parties are aware that upon complete and irrevocable satisfaction
of the Secured Obligations or, if earlier, the ending of the Security Period, the Pledges, due to their accessory nature (Akzessorietät),
cease to exist by operation of law (the Discharge Date).



 


	9.2	 	At any time when the total value of the aggregate security granted by the Pledgor and any of the other Security Grantors to
secure the Secured Obligations which can be expected to be realised in the event of an enforcement of the Security (realisierbarer
Wert) not only temporarily exceeds 110% of the Secured Obligations (hereinafter referred to as the Limit), the Facility
Agent, acting on behalf of the Pledgees, shall on demand of the Pledgor release such part of the security (Sicherheitenfreigabe)
as the Facility Agent may in its reasonable discretion determine so as to reduce the realisable value of the security to the Limit.



 


	9.3	 	If the Pledgees are required to release any security prior to the Discharge Date, they shall be free to select the security
to be released, taking into consideration the legitimate interest of the Pledgor.



 


	10	 	Waivers of Pledgor



 


	10.1	 	The Pledgor hereby expressly waives, to the fullest extent legally admissible, all defences of voidability (Anfechtbarkeit,
Sections 1211, 770 of the German Civil Code (BGB)) and set-off (Aufrechenbarkeit, Sections 1211, 770 of the German
Civil Code (BGB)) and any other defences that a pledgor may have under German law, including, but not limited to, all defences,
to the fullest extent possible, in terms of Section 1211 of the German Civil Code (BGB), with the exception that the waiver
shall not apply to set-offs or counterclaims that are (i) uncontested, or (ii) based on an unappealable court decision.



 


	10.2	 	In case of enforcement of the Pledges under this Account Pledge Agreement, as long as any of the Secured Obligations remain
outstanding, no rights of the Pledgees shall pass to the Pledgor or third parties by subrogation or otherwise, such rights being
hereby waived by the Pledgor under this Account Pledge Agreement and relating to all forms of subrogation and all kind of security
interest, including, but not limited to, pledges and guarantees (Bürgschaften). In particular, but not limited to,
the Pledgor hereby waives, to the fullest extent legally admissible, any rights to subrogation in terms of Section 1225 of the
German Civil Code (BGB).



 


	11	 	Assignment and Transfer



 


	11.1	 	Each of the Pledgees shall, at any time have the right to assign, to transfer, or to dispose of its rights in the Secured Obligations
together with the rights and obligations under this Account Pledge Agreement (other than the Pledges which will be transferred
by operation of law in the event the Secured Obligations are transferred) to any person who is, or may become, any Lender pursuant
to and in accordance with the Credit Agreement. The Pledgor hereby already explicitly and irrevocably consents to such assignment,
transfer or disposal.



 


	11.2	 	The Facility Agent shall, at any time have the right to assign, to transfer, or to dispose of its rights and obligations under
this Account Pledge Agreement to any person who becomes a Facility Agent pursuant to and in accordance with the Credit Agreement.
The Pledgor hereby already explicitly and irrevocably consents to such assignment, transfer or disposal.






 






    7


     


    

 


	11.3	 	The Pledgor shall not be entitled to assign, to transfer, or to dispose of all or any part of its rights or obligations or
both hereunder.



 


	12	 	Substitution of a Pledgee



 


The Pledgor undertakes to enter into any agreement
reasonably required by the relevant Pledgee and otherwise to do whatever is reasonably required by the relevant Pledgee in case
such Pledgee legitimately transfers its rights and obligations under the Loan Documents in accordance with the Loan Documents wholly
or partially to a third party by creating new pledges over the Collateral or agreeing to mechanics of distribution of proceeds
on an equal basis or otherwise.


 


	13	 	Further Assurance



 


	13.1	 	Should any further actions and/or declarations be necessary in order to validly pledge the Collateral or any part thereof to
the Pledgees, the Pledgor undertakes to take such actions and/or to provide such declarations upon the Pledgees’ demand.



 


	13.2	 	The Pledgor herewith irrevocably authorises (bevollmächtigt unwiderruflich) the Facility Agent (including the right
to grant sub-power of attorney (Untervollmacht)) to perform actions and declarations set out in clauses 12 and 13.1 above
also in the Pledgor’s name. The Facility Agent is herewith exempted from the restrictions of Section 181 of the German Civil
Code (BGB).



 


	14	 	Costs and Expenses



 


All costs and expenses arising from the execution
of this Account Pledge Agreement, from amendments or prolongations thereof or any costs arising from the enforcement or preservation
of the Pledgees’ rights hereunder shall be borne by the Pledgor, whereby the Facility Agent, acting on behalf of the Pledgees,
is entitled to mandate a third party to perform such actions in its own name but for the Pledgor’s account.


 


	15	 	Severability, Duration and other Matters



 


	15.1	 	The validity and effect of each of the Pledges created hereunder shall be independent from the validity and the effect of any
of the other Pledges created hereunder.



 


	15.2	 	This Account Pledge Agreement shall remain in full force and effect until the Secured Obligations have been completely satisfied.
The Pledges shall not cease to exist if the Secured Obligations have only temporarily been satisfied.



 


	15.3	 	As long as the Secured Obligations are not completely satisfied and not all facilities which may give rise to the Secured Obligations
have been terminated, the Pledgor shall not assert any claims against any other person which might arise from the fulfilment of
its obligations according to this Account Pledge Agreement, either contractual or statutory. The monies which are transferred to
or debited by the Pledgor from such other person shall be received by the Pledgor on trust (treuhänderisch) and transferred
by it on trust to the Facility Agent.



 


	15.4	 	This Account Pledge Agreement shall create a continuing security and no change or amendment in the Transaction Documents shall
affect the validity and the scope of this Account Pledge Agreement or the obligations which are imposed on the Pledgor pursuant
to it.



 


	15.5	 	Subject to anything expressed to the contrary in this Account Pledge Agreement, the Pledges are independent from and granted
in addition to any other security or guarantee which may have been given to the Pledgees
with respect to any of the Secured Obligations. None of such other security interests shall prejudice, or shall be prejudiced by,
or shall be merged in any way with, this Account Pledge Agreement.






 






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	15.6	 	This Account Pledge Agreement shall inure to the benefit of the Pledgees, their respective successors and permitted assigns.



 


	16	 	Notification



 


	16.1	 	In order to comply with the requirement of Section 1280 of the German Civil Code (BGB) the Pledgor shall notify the
Account Bank of the Pledge created hereunder by delivery to the Account Bank of a notification letter as set out in Schedule 3
to this Account Pledge Agreement on the date of this Account Pledge Agreement.



 


	16.2	 	The Pledgor shall use all reasonable endeavours to procure that the Account Bank confirms receipt of the notification letter
by signing the acknowledgement letter as set out in Schedule 4 of this Account Pledge Agreement.



 


	17	 	Notices and Other Matters



 


	17.1	 	Notices



 


		(a)	Any notice or communication to be made under or in connection with this Account Pledge Agreement shall be made in writing and,
unless otherwise stated, may be made by prepaid letter or fax.



 


		(b)	Addresses for notices



 


The address and fax number (and the department or officer,
if any, for whose attention the communication is to be made) of each party to this Account Pledge Agreement for any communication
or document to be made or delivered under or in connection with this Account Pledge Agreement is as set out in Schedule 1 (Address
details of the Parties) or any such substitute address, fax number, or department or officer as the relevant party to this
Account Pledge Agreement may notify to the Facility Agent (or the Facility Agent may notify to the other parties to this Account
Pledge Agreement, if a change is made by the Facility Agent) by not less than five (5) Business Days’ notice.


 


		(c)	Delivery of notices



 


Any communications or document made or delivered by
one party to another under or in connection with this Account Pledge Agreement will only be regarded as effective


 


		(i)	if by way of fax, when received in complete and legible form; or



 


		(ii)	if by way of letter, when received by its addressee,



 


and, if a particular department or officer is specified
as part of its address details provided under clause (b) above, if addressed to that department or officer.


 


	17.2	 	No implied waiver, remedies cumulative



 


No failure or delay on the part of a Pledgee or
the Facility Agent to exercise any power, right or remedy under this Account Pledge Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise by a Pledgee or the Facility Agent of any power, right or remedy preclude
any other or further exercise thereof or the exercise of any power, right or remedy. The remedies provided in this Account
Pledge Agreement are cumulative and are not exclusive of any remedies provided by law.


 






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	17.3	 	English translations



 


All documents to be delivered under or supplied in
connection with this Account Pledge Agreement shall be in the English language or shall be accompanied by a certified translation
into English upon which the recipient shall be entitled to rely.


 


	17.4	 	Counterparts



 


This Account Pledge Agreement may be executed in any
number of counterparts (whether by facsimile or otherwise, but, if by facsimile, with the original signed pages being promptly
sent to the Facility Agent by prepaid letter (and the Facility Agent is hereby authorised to incorporate such pages into bound
originals)) and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original,
but all counterparts shall together constitute one and the same agreement.


 


	18	 	Partial Invalidity



 


If at any time, any one or more of the provisions
of this Account Pledge Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction,
such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity,
legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The invalid, illegal
or unenforceable provision shall be deemed to be replaced with such valid, legal or enforceable provision which comes as close
as possible to the original intent of the parties and the invalid, illegal or unenforceable provision. Should an omission (Regelungslücke)
become evident in this Account Pledge Agreement, such omission shall, without affecting or impairing the validity, legality and
enforceability of the remaining provisions hereof, be deemed to be filled in with such provision which comes as close as possible
to the original intent of parties.


 


	19	 	Changes and Amendments



 


Changes to and amendments of this Account Pledge Agreement
including this clause 19 (Changes and Amendments) must be made in writing, signed by all of the parties hereto.


 


	20	 	Choice of Law and Jurisdiction



 


	20.1	 	This Account Pledge Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance
with the laws of the Federal Republic of Germany.



 


	20.2	 	The place of jurisdiction shall be Frankfurt am Main, Germany, provided, however, that each of the Pledgees shall also be entitled
to take legal action against the Pledgor before any other court of competent jurisdiction.



 


	21	 	Entire Agreement



 


This Account Pledge Agreement constitutes the entire
agreement of the parties hereto with regard to the pledges contemplated under this Account Pledge Agreement and supersedes all
oral, written or other type of agreements thereon.





 






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	22	 	Process Agent



 


	22.1	 	For the purpose of any suit, action, proceeding or settlement of dispute in the German courts, the Pledgor hereby undertakes
to appoint (zu bestellen) and to authorise (bevollmächtigen) [Note: Address details of Process Agent to
be added] Germany, as process agent (Zustellungsbevollmächtigten) to accept service of process in respect of
any such suit, action, proceeding or settlement of dispute in connection with this Account Pledge Agreement. The Pledgor shall
furnish the Facility Agent with written confirmation from the process agent that the process agent has accepted such appointment.



 


	22.2	 	If for any reason, such process agent no longer serves as agent to receive process in the Federal Republic of Germany, the
Pledgor shall promptly notify the Facility Agent and within a period of 30 days appoint a substitute process agent acceptable to
the Facility Agent.






 






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Schedule 1


Address details of the parties


 


	Party	Name	Details
	Pledgor	Royal Caribbean	Address for notices:
	 	Cruises Ltd.	 
	 	 	1050 Caribbean Way
	 	 	 
	 	 	Florida 33132, Miami
	 	 	 
	 	 	United States of America
	 	 	 
	 	 	Attention:	General Counsel
	 	 	 	 
	 	 	 	B. Stein
	 	 	 	 
	 	 	Facsimile:	+1 (305) 539-64 00
	 	 	 	 
	 	 	Email:	bstein@rccl.com
	 	 	 	 
	Facility	KfW IPEX-Bank	Address for notices:
	Agent	GmbH	 	 
	 	 	Palmengartenstraße 5-9
	 	 	 	 
	 	 	60325 Frankfurt am Main
	 	 	 	 
	 	 	Germany	 
	 	 	 	 
	 	 	Attention:	Maritime Industries
	 	 	 	 
	 	 	 	Mrs. Claudia Wenzel
	 	 	 	 
	 	 	E-mail:	claudia.wenzel@kfw.de
	 	 	 	 
	 	 	Fax:	+49 (69) 7431 3768
	 	 	 	 
	 	 	With a copy to:	Credit Operations
	 	 	 	 
	 	 	Fax:	+49 (69) 7431 2944
	 	 	 	 	 


 









    12


     


    

 


Schedule 2


The Pledged Accounts


 


	Account	Account Bank	Account	Account	IBAN
	name	 	Holder	Number	 
	 	 	 	 	 
	[ ] (EUR Account)	[·]	Borrower	[ ]	[ ]
	 	 	 	 	 
	[ ] (Dollar Account)	[·]	Borrower	[ ]	[ ]


 


[NB Account details and Account Bank to be provided]


 








    13


     


    

 


Schedule 3


Notification Letter


 


[·]


Attn. [ ]


[NB to be confirmed]


 


[·]


 


Dear Sirs,


 


		1	Royal Caribbean Cruises Ltd. (the Pledgor) hereby gives you notice in accordance with Section 1280 German Civil Code
(BGB) that by an accounts pledge agreement dated [·] it has pledged in favour of
KfW IPEX-Bank GmbH in its capacity as facility agent (the Facility Agent) and [·]
each in their capacity as lenders (the Lenders) (the Facility Agent and the Lenders are hereinafter referred together to
as the Pledgees) (the Account Pledge Agreement) all of its rights, interests and claims in the current and future
amounts standing to credit of the following accounts held in the name of the Pledgor with you:



 


		·	Account number [ ] (IBAN DE[ ]);



		·	Account number [ ]



(together the Pledged Accounts).


 


		2	The Pledgor hereby requests that you deliver to the Pledgor and the Pledgees confirmation of receipt of this notice in the
form attached to this letter (the Acknowledgement Letter) and further request that you provide to the Pledgees all information
which they request from time to time concerning the Pledged Accounts.



 


		3	The Pledgor hereby further requests you to agree:



 


		(a)	not to make any set-off or deduction from the Pledged Accounts or invoke any rights of retention in relation to the Pledged
Accounts during the existence of the Account Pledge Agreement, other than in relation to (i) charges payable in connection with
the maintenance of the Pledged Accounts in the ordinary course of business relating thereto or (ii) other bank charges or fees
payable in relation to reverse and correction entries and/or amounts arising from the return of direct debits or cheques credited
to an account, in each case to the extent relating to such Pledged Accounts; and



 


		(b)	that the pledge in your favour over the Pledged Accounts granted pursuant to your general business conditions shall rank for
the time the Accounts Pledge Agreement is in force behind the pledge over the Pledged Accounts granted to the Pledgees by the Pledgor
pursuant to the Accounts Pledge Agreement and that you agree to be treated in all respect as if the pledge granted pursuant to
your general business conditions would have been created after the pledge under the Accounts Pledge Agreement has been perfected.



 


		4	Please confirm that you have neither received any previous notice of pledge relating to the Pledged Accounts nor are aware
of any third party rights in relation to the Pledged Accounts.



 


		5	We hereby confirm that you will be only entitled to follow the instructions of the Facility Agent in relation to the Pledged
Accounts.



 






    14


     


    

 


		6	This Notice shall be governed by and construed in accordance with the laws of [·].



 





		7	Place of jurisdiction shall be [·].



 


Yours faithfully


 


	 	 	 	 
	Royal Caribbean Cruises Ltd.	 	 
	 	 	 	 
	KfW IPEX-Bank GmbH in its capacity as Facility Agent	 
	 	 	 	 
	[·] in its capacity as a Lender	 	 


 






    15


     


    

 





Schedule 4


Acknowledgement Letter


 


From:


 


[·]


Attn. [ ]


[NB to be confirmed]


(the Account Bank)


 


To:


KfW IPEX Bank in its capacity as Facility Agent and [·]
each in their capacity as Lender, each of such terms as defined in the Accounts Pledge Agreement as defined in the Notice Palmengartenstraße
5-9


60325 Frankfurt am Main


Germany


And


[·]


(together, the Pledgees)


 


Copy:


Royal Caribbean Cruises Ltd.


[NB Address details to be added]


(the Pledgor)


 


Date: [·]


 


Dear Sirs,


 


We hereby confirm (a) receipt of a notice (the Notice)
in accordance with Section 1280 of the German Civil Code (BGB) that by an account pledge agreement dated [·]
the Pledgor has pledged in your favour all its rights and claims in the current and future amounts standing to credit of the accounts
held in its name with us and specified in such notice (together the Accounts), (b) our consent to the terms of the Notice
including but not limited to Clause 3 (b) thereof, (c) our agreement in relation to the limitation of our rights to retain amounts
standing to the credit of the Accounts, as set forth in paragraph 3 (a) of the Notice and (d) that we have neither received any
previous notice of pledge relating to the Accounts nor are aware of any third party rights in relation to the Accounts.


 


This Acknowledgement Letter shall be governed by and construed
in accordance with the laws of [·]. Place of jurisdiction shall be [·].


 


Yours faithfully


 


	 	 	 	 


[·]


 






    16


     


    

 





Schedule 5


Instruction to Account Bank


 


To:


[·]


 


Attn. [ ]


[NB to be confirmed]


 


Dear Sirs:


 


Payment Instruction


 


We refer to the account pledge agreement dated [·]
and entered into between KfW IPEX-Bank GmbH in its capacity as facility agent (the Facility Agent) and [·]
in their capacities as lenders (the Pledgees) and Royal Caribbean Cruises Ltd as pledgor (the Pledgor) pursuant to
which the Pledgor has pledged in favour of the Pledgees all of its rights, interests and claims in the current and future amounts
standing to credit of the following accounts held in the name of the Pledgor with you:


 


·
           Account number [         ] (IBAN DE[          ]) (“EUR AC”)


 


Account number [          ]; (“USD AC”)


 


(together the Pledged Accounts).


 


We as Facility Agent hereby instructs you to pay,
on this very day the       of               
, the following funds you are holding on the Pledged Accounts to the following accounts:


 


(A) in the case of funds standing to the credit of
the EUR AC:


 


	Account Holder	[          ]
	Bank Name	[          ]
	IBAN	[          ]
	SWIFT	[          ]
	Amount	[          ]
	Reference	[          ]


 


(B) in the case of funds standing to the credit of
the USD AC:


 


	Account Holder	[          ]
	Bank Name	[          ]
	IBAN	[          ]
	SWIFT	[          ]
	Amount	[          ]


 


And


 


	Account Holder	[          ]
	Bank Name	[          ]
	IBAN	[          ]
	SWIFT	[          ]
	Amount	[          ]


 


Bank fees shall be borne by the Pledgor.


 


		 	Date	 	 



 


	 	 	 	 
	KfW IPEX-Bank GmbH in its capacity as Facility Agent	 


 









    17


     


    

 


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


 


The Pledgor


 


ROYAL CARIBBEAN CRUISES LTD.


 


	acting by:	 	 	 
	 	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:	 	 	 
	 	 	 	 
	The Lenders	 	 	 
	 	 	 	 
	[·]	 	 	 
	acting by:	 	 	 
	 	 	 	 
	 	 	 
	Name:	 	Name:	 
	 	 	 	 
	Title:	 	Title:	 
	 	 	 	 
	The Facility Agent	 	 	 
	 	 	 	 
	KFW IPEX-BANK GMBH	 	 	 
	 	 	 	 
	acting by:	 	 	 
	 	 	 	 
	 	 	 
	Name:	 	Name:	 
	 	 	 	 
	Title:	 	Title:	 


 


Signature Page to Pledge Agreement


 






    


    


    

 








 


EXHIBIT F-1 

Form of FEC Transfer Certificate


 


	 	To:	KfW IPEX-Bank GmbH as Facility Agent




 


	 	Copy:	Royal Caribbean Cruises Ltd.




 


		From:	[Insert name of the original lender] (the Existing Lender) and Finnish Export Credit Ltd.
("FEC")



 


	 	Date:	[         ]




 


Finnvera
and Hermes Backed Term Facility Agreement dated [                             ]
2019 – ICON 3 Hull No. 1402 (the "Agreement")


 


We
refer to the Agreement. This is an FEC Transfer Certificate.


 


		1	The Existing Lender transfers by novation to FEC the Existing Lender's Commitment, rights and obligations
under the Agreement as specified in the Schedule below in accordance with the terms of the Agreement excluding without limitation
the obligation to accept a re-assignment or re-transfer of its Percentage of the FEC Loan pursuant to Section 9.1.10(A) of
the Agreement.



 


		2	The proposed transfer date is [l]
(the "Effective Date").



 


		3	The administrative details of FEC for the purposes of the Agreement are set out in the Schedule.



 


		4	This FEC Transfer Certificate and
any non-contractual obligations arising out of or in connection with it are governed by English law.



 


		5	FEC agrees to be bound by the terms of
the Agreement. On this FEC Transfer Certificate becoming effective the Existing Lender will be released from its obligations
under the Agreement to the extent that they are transferred to FEC.



 


		6	[NB: Delete this paragraph if such transfer takes place prior to issue of the Finnvera Guarantee].
FEC confirms that it has received a copy of the Finnvera Guarantee, is aware of its contents and acknowledges that further steps
may need to be taken in order to assign the rights and benefits of the Existing Lender under the Finnvera Guarantee to FEC under
Finnish law.



 



    139


     


    

 


THE SCHEDULE


 


Rights and obligations to be transferred
by novation


[insert relevant details, including applicable share
of the Commitment or Loan to be transferred]


 


Administrative details of FEC


[insert details of Facility Office, address for notices
and payment details etc.]


 


	[Insert name of existing lender]	Finnish Export Credit Ltd
	 	 
	By:	By:
	 	 
	By:	By:


 


The
transfer date is confirmed by the Facility Agent as [          ] 20[●].


 


 


	KfW IPEX-Bank GmbH	 
	 	 
	By:	 
	 	 
	By:	 





 



    140


     


    




 


EXHIBIT F-2     

Form of Transfer Certificate


 


	 	To:	KfW IPEX-Bank GmbH as Facility Agent




 


	 	Copy:	Royal Caribbean Cruises Ltd.




 


		From:	[Insert name of the original lender] (the Existing Lender) and [Insert name of the new
lender] (the New Lender)



 


	 	Date:	[         ]




 


Finnvera
and Hermes Backed Term Facility Agreement dated [                        ]
2019 – ICON 3 Hull No. 1402 (the "Agreement")


 


We refer to Section 11.11.1
of the Agreement. This is a Transfer Certificate.


 


		1	The Existing Lender transfers by novation to the New Lender the Existing Lender's Commitment, rights
and obligations under the Agreement as specified in the Schedule below in accordance with the terms of the Agreement [including
without limitation the obligation to accept a re-assignment or re-transfer of its Percentage of the FEC Loan pursuant to Section 9.1.10(A) of
the Agreement]3.



 


		2	The proposed transfer date is [l]
(the "Effective Date").



 


		3	The administrative details of the New Lender for the purposes of the Agreement are set out in the
Schedule.



 


		4	This Transfer Certificate and any non-contractual obligations arising out of or in connection with
it are governed by English law.



 


		5	The New Lender confirms, for the benefit of the Facility Agent and without liability to the Borrower,
that following the transfer, the Borrower will not be obliged to pay any greater amount under Section 4.6 (Taxes) or
Section 4.5 (Increased Capital Costs) of the Agreement or under any other provision of a Loan Document (in the circumstances
existing on the Effective Date).



 


		6	The New Lender agrees to be bound by the terms of the Agreement and the Fee Letters signed by the
Facility Agent on behalf of the Lenders and the Residual Risk Guarantors. On this Transfer Certificate becoming effective the Existing
Lender will be released from its obligations under the Agreement to the extent that they are transferred to the New Lender.



 


		7	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set
out in paragraph (C) of clause Section 11.11.1 (Limitation of responsibility of Existing Lenders) of the Agreement.



 


 






3 Include
this language if the transfer relates to the FEC Loan – exclude if the transfer relates to the Hermes Loan and, if applicable,
the Finnvera Balancing Loan.


 






    141


     


    

 


		8	[NB: Delete this paragraph if such transfer takes place prior to issue of the Finnvera Guarantee]4.
The New Lender confirms that it has received a copy of the Finnvera Guarantee, is aware of its contents and acknowledges that further
steps may need to be taken in order to assign the rights and benefits of the Existing Lender under the Finnvera Guarantee to the
New Lender under Finnish law.



 


		9	The New Lender confirms that it has received a copy of the Hermes Insurance Policy, is aware of
its contents and acknowledges that further steps may need to be taken in order to assign the rights and benefits of the Existing
Lender under the Hermes Insurance Policy to the New Lender under the Hermes Insurance Policy.5



 


		10	The New Lender confirms that it has on the date of this Transfer Certificate [entered into] [acceded
to] a Residual Risk Guarantee and that it hereby accedes to the Agreement as a Residual Risk Guarantor pursuant to Section 11.11.4
of the Agreement.6



 


 






4
Insert this paragraph if the FEC Loan is being transferred.


 


5
Insert this paragraph if the Hermes Loan and, if applicable, the Finnvera Balancing Loan is being transferred.


 


6
Insert this paragraph if the FEC Loan is being transferred.


 







 



    142


     


    




 


THE SCHEDULE


 


Rights and obligations to be transferred
by novation


[insert relevant details, including applicable share
of the Commitment or Loan to be transferred]


 


Administrative details of the New Lender


[insert details of Facility Office, address for notices
and payment details etc.]


 


	[Insert name of existing lender]	[Insert name of new lender]
	 	 
	By:	By:
	 	 
	By:	By:





 


 


The
transfer date is confirmed by the Facility Agent as [          ] 20[●].


 


	KfW IPEX-Bank GmbH	 
	 	 
	By:	 
	 	 
	By:	 





  



    143


     


    




 


EXHIBIT G-1

Form of FEC Supplemental Assignment Agreement


  



    144


     


    




 


 


SUPPLEMENTAL ASSIGNMENT AGREEMENT


 


between


 


FINNISH EXPORT CREDIT LTD


 


and


 


KfW IPEX-Bank GmbH


 


as Transferring Lender,


 


as Facility Agent,


 


and


 


as Guarantee Holder


 


Dated ___ December 2019


 


_______________________________


 


in relation
to Assignment of the Transferring Lender ́s


FEC
Tranche Commitments under the Credit Agreement


ICON 3 Hull No 1402 for Royal Caribbean
Cruises Ltd.


________________________________


 



     


     


    

 


THIS SUPPLEMENTAL
ASSIGNMENT AGREEMENT (the “Agreement”) has been entered into on ___ December 2019 between


 


		1)	Finnish Export Credit Ltd, Business ID 1642253-1, Helsinki, Finland, a company providing
export credit financing as referred to in the Act on Finnish Export Credit Ltd (1136/96, as amended) (“FEC”);
and



 


		2)	KfW IPEX-Bank GmbH, Palmengartenstrasse 5-9, 60325 Frankfurt, Germany (the “Transferring
Lender”);



 


		3)	KfW IPEX-Bank GmbH, Palmengartenstrasse 5-9, 60325 Frankfurt, Germany, in its capacity as
the facility agent under the Credit Agreement (the “Facility Agent”);



 


		4)	KfW IPEX-Bank GmbH, Palmengartenstrasse 5-9, 60325 Frankfurt, Germany, in its capacity as
as the guarantee holder under the Finnvera Guarantee (the “Guarantee Holder”).



 


FEC, the Transferring Lender, the Facility
Agent and the Guarantee Holder are sometimes referred to hereinafter together as the “Parties” and individually
as a “Party”.


 


		1.	BACKGROUND AND PURPOSE



 


		1.1	FEC,
                                         the Transferring Lender and the Facility Agent have agreed to execute and deliver the
                                         FEC Transfer Certificate pursuant to the relevant provisions of the Credit Documents
                                         whereby the Transferring Lender shall assign and/or transfer to FEC its entire FEC Tranche
                                         Commitment together with all related rights and obligations under the Credit Documents,
                                         excluding such rights as specifically excluded in the FEC Transfer Certificate.



 


		1.2	By this Agreement, the Parties agree on the supplemental terms
and conditions that shall apply to the Assignment.



 


		1.3	The purpose of this Agreement is to carry out the objective given to FEC as the Finnish export
credit agency to promote the economic development of Finland by offering financing for exports and domestic ship deliveries.



 


		2.	DEFINITIONS AND INTERPRETATION



 


		2.1	In this Agreement, except where the context otherwise requires, the following capitalised words
and expressions shall have the meanings given to them below:



 


“Act”
means the Act on Officially Supported Export and Ship Credits and Interest Equalisation (1543/2011, as amended).


 


“Applicant”
means, as specified in Schedule 3, (the Exporter).


 


“Application”
means the written application specified in Schedule 3 for the FEC Financing and submitted to FEC by the Applicant.


 


“Assignment”
means the assignment and/or transfer by the Transferring Lender of its FEC Tranche Commitment and related rights and obligations
under the Credit Documents to FEC pursuant to the FEC Transfer Certificate.


 


“Borrower”
has the meaning given to it in Schedule 3.


 






     


    2


    

 


“Break Costs”
means, as applicable:


 


		a)	with regard to any fixed rate interest the amount (if any) in the currency of the Credit determined
by FEC by which:



 


		(i)	the sum of the present value, discounted at the Reinvestment Rate, of each principal payment and
interest payment which FEC would have received on its share of any amount of the FEC Tranche A Commitment (as defined in the Credit
Agreement) that is cancelled or any outstanding amount of the FEC Tranche A Loan (as defined in the Credit Agreement) that is prepaid
or accelerated , for the period from the date of cancellation or from the date of receipt of the prepayment of the principal amount
of the FEC Tranche A Loan by FEC or the date of the acceleration, until the final repayment date (assuming for these purposes that
interest would have accrued during the relevant period on a loan (“Deemed Loan”) made on the date of cancellation
of the FEC Tranche A Commitment or receipt of the prepaid amount of the outstanding amount of the FEC Tranche A Loan or the date
of acceleration, on an amount equal to the FEC Tranche A Commitment cancelled, the principal amount of the FEC Tranche A Loan prepaid
or the amount accelerated and where such Deemed Loan is repaid in proportional repayment instalments on each of the subsequent
repayment dates);



 


exceeds


 


		(ii)	the cancelled amount of the FEC Tranche A Commitment or the prepaid amount of the outstanding amount
of the FEC Tranche A Loan or the accelerated amount plus accrued interest paid thereon since the previous interest payment date,



 


where “Reinvestment
Rate” means a rate equal to the estimated yield in the currency of the FEC Tranche A Loan on debt certificates issued
by the Republic of Finland for the period referred to in paragraph (i), as determined by FEC; and


 


		b)	with regard to any floating rate interest such break costs as are customary for investment grade
borrowers such as the Borrower in international banking transactions as evidenced by Section 4.4.1. (Indemnity) of
the Credit Agreement.



 


“Business Day”
has the meaning given to it in the Credit Agreement.


 


“CIRR” means
Commercial Interest Reference Rates as determined in the OECD Arrangement and as specified in Schedule 3.


 


“Commercial Contract”
means the shipbuilding contract as specified in Schedule 3.


 


“Credit”
means the FEC Loan, comprising the FEC Tranche A Loan and the FEC Tranche B Loan, granted or to be granted under the Credit Agreement
for the purposes stated in Schedule 3.


 


“Credit Agreement”
means the facility agreement, as amended, novated, supplemented or restated from time to time in accordance with the terms of the
Credit Agreement, as specified in Schedule 3, in which the terms of the Credit are agreed upon, and for the purpose of this Agreement
in respect of any provisions of the Credit Agreement in relation to the FEC Tranche Commitment and the FEC Loan or affecting the
rights of the Lender generally, excluding (a) any provisions of the Credit Agreement in relation to the Hermes Commitment
or the Finnvera Balancing Commitment, if applicable, and the Hermes Loan or the Finnvera Balancing Loan, if applicable and (b) any
provisions otherwise affecting the rights of the Hermes Lender and the Finnvera Balancing Lender, as applicable only.


 






     


    3


    

 


“Credit Documents”
means the Loan Documents as defined in the Credit Agreement, and for the purpose of this Agreement any provisions of such Loan
Documents in relation to the FEC Tranche Commitment and the FEC Loan or affecting the rights of the Lender generally excluding
(a) any provisions of the Loan Documents in relation to the Hermes Commitment or the Finnvera Balancing Commitment, if applicable
and the Hermes Loan or the Finnvera Balancing Loan, if applicable and (b) any provisions otherwise affecting the rights of
the Hermes Lender and the Finnvera Balancing Lender, as applicable only.


 


“Disbursement Date”
has the meaning given to it in the Credit Agreement.


 


“Exporter”
has the meaning given to it in the definition of the term “Applicant” above.


 


“Export Transaction”
means the export transaction under the Commercial Contract.


 


“FEC
Commitment Fee” has the meaning given to it in Schedule 3.


 


“FEC Financing”
means the financing of the Credit by FEC through the Assignment.


 


”FEC
Interest” means the portion, as specified in Schedule 3, of the aggregate interest payable for any amount outstanding
under the Credit and to be remitted and paid to FEC.


 


“FEC
Tranche Commitment” means collectively the FEC Tranche A Commitment and FEC Tranche B Commitment being the amount
representing 100% of the commitment of the Transferring Lender in relation to the Credit as set out in Schedule 1.


 


“FEC
Loan” means collectively the FEC Tranche A Loan and the FEC Tranche B Loan.


 


“FEC Tranche A Commitment”
means the FEC Tranche Commitment in respect of FEC Tranche A Loan.


 


“FEC Tranche A Loan”
has the meaning given to it in the Credit Agreement.


 


“FEC Tranche B Commitment”
means the FEC Tranche Commitment in respect of FEC Tranche B Loan.


 


“FEC Tranche B Loan”
has the meaning given to it in the Credit Agreement.


 


“FEC Transfer Certificate”
has the meaning given to it in the Credit Agreement being the transfer certificate executed and delivered by the Transferring Lender,
the Facility Agent and FEC in respect of the Credit in connection with the Assignment and in accordance with the Credit Documents.


 


“Finance Party”
has the meaning given to it in the Credit Agreement.


 


“Finnvera”
means Finnvera plc, the Finnish export credit agency and specialised financing company owned by the State of Finland.


 


“Finnvera
Balancing Commitment” has the meaning given to it in the Credit Agreement.


 


“Finnvera
Balancing Lender” has the meaning given to it in the Credit Agreement.


 


“Finnvera
Balancing Loan” has the meaning given to it in the Credit Agreement.


 






     


    4


    

 


“Finnvera Guarantee”
means the buyer credit guarantee agreement, as specified in Schedule 3, covering 100% of the commercial and political risks in
relation to the Credit.


 


“Finnvera Guarantee
Assignment” means the agreement entered into or to be entered into between FEC and the Guarantee Holder in relation to
the assignment and/or transfer of the right to any indemnification payable by Finnvera under the Finnvera Guarantee to FEC.


 


“Hermes
Commitment” has the meaning given to it in the Credit Agreement.


 


“Hermes
Lender” has the meaning given to it in the Credit Agreement.


 


“Hermes
Loan” has the meaning given to it in the Credit Agreement.


 


“Investment Grade Rating”
means a credit rating of at least BBB- by Fitch Ratings, BBB- by Standard & Poor’s Corporation or Baa3 by Moody’s
Investment Service and if rated by two or all, at least BBB- by Fitch Ratings, BBB- by Standard & Poor's Corporation and
Baa3 by Moody's Investment Service.


 


“Lender”
has the meaning given to it in the Credit Agreement and includes any subsequent permitted transferee and assignee of such Lender,
such as FEC upon completion of the Assignment.


 


“Majority Lenders”
has the meaning given to it in the Credit Agreement.


 


“Ministry”
means the Finnish Ministry of Economic Affairs and Employment.


 


“Notice of Utilisation”
means a Facility Agent’s notice to FEC of the Borrower’s irrevocable utilisation request under the Credit and according
to the Credit Agreement materially in the form of Schedule 2.


 


“OECD Arrangement”
means the Arrangement on Officially Supported Export Credits, approved by the participants of such Arrangement within the Organisation
for Economic Co-operation and Development (OECD), regulating the terms of the officially supported export credits which have a
repayment term of two years or more, as published by the OECD and in effect on the date hereof.


 


“Supplier”
means the Exporter and/or any other supplier under the Commercial Contract and as specified in Schedule 3.


 


		2.2	In this Agreement:



 


		(a)	headings have been inserted for convenience only and shall be of no consequence for the interpretation
of this Agreement;



 


		(b)	unless otherwise stated, references to clauses, paragraphs and schedules are to be construed as
references to clauses, paragraphs and schedules of this Agreement;



 


		(c)	references to this Agreement, the Application and/or a Credit Document shall be construed as references
to such document as the same may be amended, extended, renewed or supplemented from time to time;



 


		(d)	references to a “person” shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state, or any association, partnership or limited partnership (whether or not having
separate legal personality); and



 


		(e)	where the context so allows, words importing the singular include the plural and vice versa.



 






     


    5


    

 


		3.	PRECONDITIONS FOR FEC FINANCING



 


Eligibility of the Facility
Agent and the Transferring Lender


 


Each of the Facility Agent,
the Guarantee Holder and Transferring Lender shall have at the time of executing this Agreement an Investment Grade Rating and
in addition the Facility Agent and the Guarantee Holder shall have:


 


		(i)	sufficient public supervision in its home country;



 


		(ii)	sufficient knowledge and experience of officially supported export credit arrangements, including
familiarity with the OECD Arrangement; and



 


		(iii)	competence to implement financing arrangements for export transactions.



 


		4.	TERMS AND CONDITIONS FOR FEC FINANCING



 


		4.1	It is acknowledged by the Transferring Lender that the terms and conditions set out in Schedule
3 are based on the information provided in the Application and on any additional information provided by the Applicant and the
Facility Agent to FEC.



 


		4.2	Further, it is acknowledged that upon entering into this Agreement, the Transferring Lender shall
be deemed to have accepted the terms and conditions of the FEC Financing set out in Schedule 3.



 


		5.	ASSIGNMENT



 


		5.1	The Transferring Lender recognises and understands that the entering into the Assignment by FEC
shall be subject to the execution and delivery of this Agreement and the Finnvera Guarantee Assignment.



 


		5.2	The Assignment shall be governed by the terms of this Agreement in addition to the relevant provisions
of the Credit Documents and in the event of any inconsistency between the Credit Documents in relation to any matters regarding
the Credit (as defined) and this Agreement, the provisions of this Agreement shall prevail as between the Parties to this Agreement.
For the avoidance of any doubt it is acknowledged and agreed by the Parties that this requirement shall not apply to the Hermes
Commitment or, if applicable, the Finnvera Balancing Commitment or the Hermes Loan or, if applicable, the Finnvera Balancing Loan
or any related matters agreed in the Credit Documents in respect of which the Hermes Lender or the Finnvera Balancing Lender, as
applicable shall have the authority to decide in the manner set out in and subject to the relevant provisions of the Credit Agreement.



 


		5.3	Following the Assignment, any utilisation of the FEC Tranche Commitment under the Credit Agreement
shall be subject to the Facility Agent having provided FEC with the following documents:



 


		(i)	a copy of the duly executed Credit Agreement and copies of other relevant Credit Documents (if
any), save for any fee letters to which FEC or the Facility Agent is not a party;



 


		(ii)	a copy of the duly executed FEC Transfer Certificate;



 


		(iii)	a copy of the duly executed Finnvera Guarantee;



 


		(iv)	a copy of the duly executed Finnvera Guarantee Assignment;



 


		(v)	copies of any relevant certificates or documents, including any KYC documents delivered to the
Facility Agent under the Credit Agreement, in relation to the Credit as may need to be executed and delivered in accordance with
the Credit Agreement or which would otherwise be advisable to ensure that the Assignment conforms to the Credit Documents and any
applicable law; and



 


		(vi)	evidence satisfactory to FEC with regard to the authority of the Transferring Lender to enter into
the Assignment.



 






     


    6


    

 


		6.	NOTICE OF UTILISATION



 


		6.1	The Facility Agent:



 


		(i)	shall promptly notify FEC when all the conditions precedent under the Credit Agreement which are
required to have been met at that time have been so met (or waived) in form and substance satisfactory to the Facility Agent;



 


		(ii)	may deliver the Notice of Utilisation to FEC only after having notified FEC as described in item
(i) of this Clause 6 above; and



 


		(iii)	shall submit a duly completed Notice of Utilisation to FEC at the latest at 11 a.m. London
time on the date falling eight (8) Business Days prior to the Disbursement Date.



 


		7.	OBLIGATIONS OF THE TRANSFERRING LENDER



 


		7.1	Information undertaking



 


The Transferring Lender shall
ensure that any and all information it has provided to FEC on or before the date of this Agreement in connection with the Application
and the FEC Financing (as applicable) is true to the best of its knowledge and if sourced from a third party, conforms to what
was submitted to the Transferring Lender and that such information, if non-public information, is or was passed on by the Transferring
Lender in accordance with customary procedures of the Transferring Lender for handling such information relating to investment
grade borrowers and applying such duty of care as is customary in term loan facilities for investment grade borrowers.


 


		7.2	Transferring Lender and the Facility Agent



 


		7.2.1	The Transferring Lender shall be responsible towards FEC for any
actions taken or omitted (i) by the Facility Agent relating to its duties under the Credit Documents or this Agreement, and
(ii) by the Guarantee Holder relating to its duties under the Finnvera Guarantee, and for the avoidance of any doubt,
the Transferring Lender shall be responsible to pay and reimburse any such cost, loss or liability incurred by the Facility Agent
under the Credit Documents as FEC as a Lender may be obligated to indemnify to the Facility Agent pursuant to the relevant provisions
of the Credit Agreement.



 


Furthermore, it is acknowledged
and agreed that the provisions of this Agreement regarding the Facility Agent and the responsibility of the Transferring Lender
for any acts of the Facility Agent shall apply equally when the Facility Agent is acting in its capacity as the Guarantee Holder,
as applicable.


 



     


    7


    





 


		7.2.2	The Transferring Lender acknowledges the duties of the Facility Agent as set forth in this Agreement
and undertakes not to (i) do any acts or take any measures or (ii) (where applicable) omit to do any acts or take any
measures which would contravene any provisions hereof or the rights and obligations of the Facility Agent as agreed herein. The
Transferring Lender represents to FEC that it irrevocably and unconditionally accepts any and all measures and acts taken, or omitted
to be taken, by the Facility Agent (acting in any capacity) when performing its duties in relation to the Credit and as set forth
in this Agreement.



 


		7.3	Reimbursement of FEC costs



 


The Transferring Lender shall
promptly upon FEC’s demand reimburse FEC for all reasonable costs and expenses (including, without limitation, out-of-pocket
expenses as well as reasonable fees and costs of external counsels used by FEC), incurred by FEC in connection with the preparation,
negotiation and execution of this Agreement, the Credit Documents, the Assignment and any related document and/or instrument, up
to the total aggregate amount as specified in Schedule 3 (and additionally any VAT if applicable) to the extent not timely reimbursed
and paid by the Applicant, the Borrower or any other obligor, as applicable.


 


		7.4	Other costs and expenses



 


In the event that the Facility
Agent requests FEC’s consent to an amendment or a waiver under the Credit Documents, FEC has the right to charge for such
consent reasonable costs and expenses (including, without limitation, out-of-pocket expenses as well as fees and costs of external
counsels used by FEC) incurred in evaluating and complying with such request. The Transferring Lender shall promptly upon FEC’s
demand reimburse FEC for all such costs and expenses, to the extent not timely reimbursed and paid by the Borrower or any other
obligor, as applicable.


 


		7.5	Payments free and clear of deductions or withholdings



 


All payments to be made to or
for the benefit of FEC pursuant to the terms of this Agreement, shall be made free and clear of and shall be paid without any deductions
or withholdings whatsoever.


 


		8.	OBLIGATIONS OF THE FACILITY AGENT



 


		8.1	General obligation



 


		8.1.1	The Facility Agent agrees to act as an agent for FEC as a Lender under the Credit Documents following
the Assignment and in accordance with the Credit Documents and this Agreement.



 


		8.1.2	When performing its duties under the Credit Documents and this Agreement, the Facility Agent shall
apply such duty of care as is customary in comparable international banking transactions taking into due consideration the requirements
of the relevant provisions of the Credit Documents applicable to the Facility Agent.



 


		8.2	Use of funds under the Credit



 


Except for the funds disbursed
to finance the premium in relation to the Finnvera Guarantee, which shall be paid to Finnvera, the Facility Agent shall ensure
that any funds disbursed under the Credit are paid to the Exporter or its order in the manner set forth in of the Credit Agreement.


 






     


    8


    

 


		8.3	Administration of the Credit



 


		8.3.1	The Facility Agent shall administer the Credit during the entire term of the Credit and shall represent
FEC, if and for as long as FEC is a Lender, towards the Borrower and any other relevant party to the Credit Documents in accordance
with the Credit Agreement and the respective Credit Documents.



 


		8.3.2	The Facility Agent shall, in each case as further set out in the Credit Agreement, also represent
FEC as a Lender, in connection with the enforcement of the rights of the Lenders under the Credit Documents and in claiming from
the Borrower or any other obligor for reimbursement of incurred costs and expenses in accordance with the Credit Documents.



 


		8.3.3	Except for the authority of the Facility Agent as agreed herein or in the relevant Credit Documents,
the Facility Agent shall not be entitled to make any binding agreements or commitments on behalf of FEC. Upon request by the Facility
Agent and for a specified purpose, FEC shall instruct the Facility Agent, as it deems appropriate in each case and issue a power
of attorney to the Facility Agent if necessary.



 


		8.4	Resignation



 


As long as FEC remains a Lender
in relation to the Credit or any part thereof:


 


		(i)	the Facility Agent undertakes not to resign as the Facility Agent under the Credit Agreement; and



 


		(ii)	the Guarantee Holder undertakes not to resign as the Guarantee Holder under the Finnvera Guarantee,



 


in each case
without FEC’s prior written consent.


 


		8.5	Payments to FEC



 


Upon receipt from the Borrower
or any other obligor of an amount representing any sum due to FEC, including but not limited to the FEC Commitment Fee, the Facility
Agent shall with the same date value remit and irrevocably pay the same to FEC in the manner and to the account(s) as designated
by FEC from time to time.


 


		8.6	Information undertakings



 


		8.6.1	The Facility Agent shall, not later than five (5) Business Days after the Assignment, inform
FEC of the amounts and dates of the scheduled utilisations and repayments of the Credit.



 


		8.6.2	The Facility Agent shall submit to FEC the actual repayment schedule of the Credit as soon as available,
however, not later than on the Disbursement Date.



 


		8.6.3	The Facility Agent shall:



 


		(i)	notify FEC at least five (5) Business Days prior to each due date, the amount of principal
and FEC Interest then falling due;



 


		(ii)	notify FEC at least two (2) Business Days before the first day of any interest period under
the Credit of the rate of interest determined for such interest period and of the amount of interest that will accrue in the course
of such interest period;



 






     


    9


    

 


		(iii)	calculate the amount of and promptly notify FEC of the payments of the FEC Commitment Fee as they
become due and payable to FEC;



 


		(iv)	as soon as reasonably possible upon becoming aware of the same, notify FEC of any breach by the
Borrower or any obligor of any of its material obligations, including but not limited to payment obligations, under the Credit
Agreement or any other relevant Credit Document and of the relevant facts and circumstances relating to such breach;



 


		(v)	as soon as reasonably possible upon becoming aware of the same in its capacity as the Facility
Agent with respect to the Credit, notify FEC, to the extent such notification would not be in breach of any applicable law (including
without limitation in respect of restrictions relating to “tipping-off”) of any event or circumstances that constitute
a corrupt activity by the Supplier in respect of the Credit, including any event and situation described in Clause 12 below;



 


		(vi)	as soon as reasonably possible upon receipt, provide FEC with any available information regarding
changes to the Commercial Contract or to the dates or amounts of utilisations or repayments of the Credit;



 


		(vii)	as soon as reasonably possible upon receipt, provide FEC with copies of all notices, demands and
other communications in accordance with the relevant provisions of the Credit Documents; and



 


		(viii)	notify FEC of the cancellation of all or any part of the FEC Tranche Commitment, the termination
of the Credit, any prepayment of the Credit or a part thereof and/or the termination of the Commercial Contract, in each case as
soon as reasonably possible after it has been notified thereof.



 


		8.6.4	If a situation arises that gives a Lender the right to require prepayment or acceleration of the
Credit or any part thereof, the Facility Agent shall notify FEC as soon as the Facility Agent becomes aware of such situation.
It is acknowledged and agreed that FEC shall, subject to the provisions of Section 8.3. (Action if Other Event of Default)
of the Credit Agreement and in each case acting upon the instructions of Finnvera, have an independent right to instruct the Facility
Agent to accelerate the Credit as FEC deems appropriate. However, and without limiting the right of FEC to accelerate or require
the prepayment of the Credit as set out herein and provided that Finnvera has not instructed otherwise, FEC agrees to consult,
for a period not exceeding ten (10) Business Days before giving instructions to the Facility Agent, with the Transferring
Lender (acting in any capacity in relation to the Credit) and the Hermes Lenders and the Finnvera Balancing Lender as applicable
as to the measures to be taken in relation to the acceleration or prepayment of the Credit, as applicable.



 


		8.6.5	The Facility Agent shall submit (i) to FEC such additional information as may be reasonably
requested by FEC and is either in the possession of the Facility Agent, or can be obtained from the Borrower or any other obligor
by the Facility Agent pursuant to the provisions of the Credit Documents, in order for FEC to ascertain that the terms of this
Agreement have been followed as well as to enable FEC to obtain the information and to take the measures called for by the OECD
Arrangement, and (ii) to the Ministry for inspection, irrespective of any restrictions imposed by any confidentiality undertakings
but subject to any applicable laws and regulations, all documents and other files related to the Credit as the Ministry considers
necessary and requests for supervision purposes in accordance with the Act.



 


		8.6.6	The Facility Agent shall, subject to any applicable laws and regulations
that the Facility Agent is subject to, allow the representatives appointed by the Ministry to visit the offices of the Facility
Agent for such supervision purposes as set out in the Act, provided that any such representatives are always bound by the statutory
confidentiality obligations as described in the Act.



 






     


    10


    

 


		8.6.7	The Facility Agent shall ensure that any and all information it has provided to FEC is true to
the best of its knowledge and if sourced from a third party, conforms to what was submitted to the Facility Agent and that such
information, if non-public information, is passed on by the Facility Agent in accordance with such customary procedures which the
Facility Agent applies when handling such information relating to investment grade borrowers and applying such duty of care as
is customary in term loan facilities for investment grade borrowers.



 


		9.	RESPONSIBILITY AND RISK FOR THE DOCUMENTATION



 


		9.1	Notwithstanding any other provisions of this Agreement and regardless of whether or not negligence
may be attributed to the Transferring Lender, the Transferring Lender acknowledges and agrees that it is responsible for:



 


		(i)	the drafting, negotiation and finalisation of the Credit Agreement and other Credit Documents;



 


		(ii)	ensuring that the Credit Agreement and other Credit Documents are valid, legally binding and enforceable
on all parties (other than FEC and Finnvera) thereto during the entire term of the Credit;



 


		(iii)	ensuring that the Credit Documents do not include any obligations of FEC as a Lender other than
the obligation to disburse through the Facility Agent the proceeds under the Credit and such other obligations that are customary
in comparable international export credit transactions;



 


		(iv)	ensuring (a) that the Credit Documents include provisions regarding the obligation to gross
up payments for any deductions for taxes, duties or any other charges as well as reimbursement for costs and interest losses that
may arise if payments are made in full or in part on a date other than the agreed due date, and (b) that all such payments
or reimbursements to be made to or for the benefit of FEC pursuant to the terms of this Agreement or the Credit Documents shall
be made free and clear of and shall be paid without any deductions or withholdings whatsoever;



 


		(v)	ensuring that the Credit Agreement includes provisions regarding the obligation of the Borrower
and any other obligor to pay to FEC all Break Costs incurred by FEC in connection with any cancellation of the FEC Tranche Commitment,
any prepayment of any outstanding amount of the FEC Loan or due to acceleration;



 


		(vi)	ensuring that the Credit Agreement includes customary provisions regarding, inter alia,
all lender and majority lenders matters in decision making, defaults, events of default and subsequent right of the Majority Lenders
to accelerate and declare the outstanding principal of the Credit together with any interest accrued thereon and other sums payable
under the Credit Documents immediately due and payable, in each case subject to provisions of Clause 8.6.4 above;



 


		(vii)	ensuring that the Credit Agreement and other Credit Documents and any rights and/or obligations
thereunder in relation to the Credit and the FEC Tranche Commitment may be (a) assigned and/or transferred to FEC and, as
applicable, to Finnvera and (b) re-assigned and/or re-transferred to the Transferring Lender as provided in this Agreement,
in each case without the consent of the Borrower or any other person;



 






     


    11


    

 


		(viii)	ensuring that the Credit Documents oblige the Borrower to provide to the Facility Agent information
related to the Export Transaction or any other information that may be reasonably requested by a Lender or the Facility Agent;



 


		(ix)	ensuring that the Credit Documents contain adequate provisions to (a) oblige the Borrower
to provide to the Ministry, upon its request, information related to the Export Transaction and (b) enable representatives
appointed by the Ministry to visit the offices of the Borrower for such supervision purposes as set out in the Act provided that
statutory confidentiality obligations will apply to any such information and to such representatives as described in the Act;



 


		(x)	ensuring that the terms of the Credit conform to the terms of the OECD Arrangement in respect of
the requirements regarding the maturity date, the starting point of the credit and the repayment schedule;



 


		(xi)	ensuring that the terms of the Credit conform to this Agreement;



 


		(xii)	ensuring that the Facility Agent fulfils its obligations under the Credit Agreement and other Credit
Documents to which the Facility Agent is a party; and



 


		(xiii)	ensuring that (a) the conditions for the validity of the Finnvera Guarantee are timely and
duly observed and met at all times, including the compliance of the Credit Agreement and other Credit Documents with the terms
set forth in the Finnvera Guarantee, and that (b) the Guarantee Holder complies with the terms of the Finnvera Guarantee,
and in respect of both (a) and (b) above, both before and after the execution of the Finnvera Guarantee Assignment.



 


		9.2	For the avoidance of any doubt, it is expressly understood and agreed that FEC shall have no liability
or obligation in relation to the authorisation, execution, legality, validity, enforceability, effectiveness or genuineness or
sufficiency of the Credit Agreement or any other Credit Document or for the collectability of any sum payable under any document
referred to therein, provided that FEC shall abstain from anything that is reasonably likely to impair any of the Transferring
Lender ́s rights under any Credit Document to which FEC is or becomes a party following the Assignment without prior consultation
with the Facility Agent.



 


		9.3	Further, for the avoidance of any doubt, it is expressly understood and agreed that the delivery
of any of the documents as listed in Clause 5.3 above or any Notice of Utilisation or its attachment shall not affect the responsibility
of the Transferring Lender for the documentation as set out in Clause 9.1 above.



 


		10.	INDEMNITY



 


		10.1	Indemnity by the Transferring Lender



 


If and to the extent that FEC
suffers any loss or damage or incurs any costs or expenses, including but not limited to Break Costs, due to any of the reasons
for which the Transferring Lender shall be responsible pursuant to this Agreement, including, but not limited to the obligations
of the Transferring Lender under Clause 7 above, the responsibility for the documentation under Clause 9 above and/or the liability
for the non-payment by Finnvera under Clause 11.2 below, then the Transferring Lender shall be liable for any such loss or damage
and costs or expenses thereby incurred by FEC and shall reimburse FEC for any such amounts upon FEC’s written demand and
a reasonably detailed specification of the loss and the amount thereof.


 






     


    12


    

 


		11.	FINNVERA GUARANTEE



 


		11.1	Observance of the terms of the Finnvera Guarantee



 


		11.1.1	The Facility Agent as the Guarantee Holder shall ensure that all conditions for the effectiveness
of the Finnvera Guarantee are duly and timely observed and met throughout the entire term of the Credit Agreement, including but
not limited to timely payments of any guarantee premiums or other sums payable to Finnvera and timely application for indemnification
under the Finnvera Guarantee.



 


		11.1.2	FEC agrees to co-operate with the Guarantee Holder at the Guarantee Holder’s reasonable request
in complying with its obligations under or in relation to the Finnvera Guarantee. It is acknowledged and accepted by the Facility
Agent as the Guarantee Holder and the Transferring Lender that pursuant to the terms of the Finnvera Guarantee Assignment, FEC
shall under certain circumstances have an independent right, but not an obligation, to present a claim under the Finnvera Guarantee
based on the authorisation granted by the Guarantee Holder to FEC under the Finnvera Guarantee Assignment. For the avoidance of
any doubt, it is agreed that FEC’s right to present claims under the Finnvera Guarantee shall not reduce or otherwise affect
the Guarantee Holder’s obligation to ensure that all conditions for the effectiveness of the Finnvera Guarantee are duly
and timely observed and met.



 


		11.2	Non-payment by Finnvera



 


		11.2.1	If Finnvera, in accordance with the terms of the Finnvera Guarantee, decides not to pay the whole
or any part of the indemnification claimed under the Finnvera Guarantee due to negligence attributable to the Guarantee Holder
with regard to the due observance and fulfilment of the terms of the Finnvera Guarantee, the Transferring Lender shall be liable
for any direct loss, costs or expenses, including but not limited to Break Costs, incurred by FEC as a result thereof.



 


		11.2.2	Following the payment by the Transferring Lender to FEC of an amount that is covered by the Finnvera
Guarantee but which has not been paid by Finnvera, FEC shall assign and/or transfer to the Transferring Lender without recourse
its corresponding claim on the Borrower and any other obligor, as well as to the Facility Agent (in its capacity as the Guarantee
Holder under the Finnvera Guarantee) its right to indemnification from Finnvera in respect of the amount so paid by the Transferring
Lender.



 


		11.3	Cessation of the Finnvera Guarantee



 


In the event that the Finnvera
Guarantee is, due to a reason not attributable to FEC, repudiated, withdrawn, suspended, terminated or cancelled or otherwise ceases
to be in full force and effect or binding or enforceable against Finnvera, then FEC shall be entitled, but not obliged, to require
a re-assignment and/or re-transfer of the entire Credit and outstanding FEC Tranche Commitment to the Transferring Lender against
full payment of the outstanding principal of the Credit and any interest and fees accrued thereon as well as be entitled to be
compensated for any costs and expenses, including but not limited to Break Costs, incurred by it in connection with such re-assignment
and/or re-transfer as reasonably detailed in a calculation specifying the amount of such costs and expenses.


 


		11.4	Finnvera override



 


		11.4.1	Notwithstanding anything contrary in this Agreement, nothing in this Agreement shall (i) be
interpreted or construed to amend or otherwise affect any term of the Finnvera Guarantee, or (ii) affect the obligations and
responsibilities of the Guarantee Holder pursuant to the terms of the Finnvera Guarantee or oblige the Transferring Lender, the
Guarantee Holder, the Facility Agent or any other Finance Party to act (or omit to act) in a manner that is inconsistent with the
terms of the Finnvera Guarantee.



 






     


    13


    

 


		11.4.2	In particular, it is agreed that the Facility Agent acting in its capacity as the Guarantee Holder:



 


		(i)	shall be authorised to take all such actions as it may deem necessary to ensure that the terms
of the Finnvera Guarantee are complied with; and



 


		(ii)	shall not be obliged to do anything if, in its opinion, to do so could result in a breach of any
term of the Finnvera Guarantee,



 


however, for the purpose of
this Agreement and without limiting the generality of Clause 11.4.1, it is acknowledged and agreed that the above paragraphs (i) and
(ii) shall not oblige the Facility Agent to act in a manner which is contrary to or in breach of its obligations under the
Credit Documents or which is not within the authority conferred on it (acting in any capacity) under the Credit Documents.


 


		12.	ANTI-BRIBERY UNDERTAKINGS



 


The
Transferring Lender and the Facility Agent understand the importance of development, application and documentation of the
appropriate anti-bribery management control systems and hereby the Transferring Lender and the Facility Agent confirms to FEC that:


 


		(i)	it has been informed of and it understands that promising, offering or giving a bribe to a domestic
or foreign public official constitutes an offence under Sections 13, 14, 14a, 14b and 20 of Chapter 16 of the Finnish Penal Code
(39/1889, as amended);



 


		(ii)	neither it nor any other party acting under any capacity in its name or on its account has engaged
or will engage in any corrupt activity in connection with the Export Transaction or the Credit;



 


		(iii)	neither it nor to the best of its knowledge based on reasonable examination, any other party acting
under any capacity in its name or on its account in connection with the Export Transaction or the Credit is currently under charge
in any national court or, within a five-year period preceding this Agreement, has been convicted in any national court or been
subject to equivalent national administrative measures for violation of laws against bribery of foreign public officials of any
country; and



 


		(iv)	it has not been listed on the publicly available debarment lists of the World Bank Group, African
Development Bank, Asian Development Bank, European Bank for Reconstruction and Development, and Inter-American Development Bank.



 






     


    14


    

 


		13.	TERMINATION



 


		13.1	Termination of the payment of interest subsidy



 


		13.1.1	In the event that:



 


		(i)	the funds made available under the Credit have been used for a purpose other than that determined
in Schedule 3;



 


		(ii)	the Borrower has provided incorrect information in relation to an essential issue or failed to
disclose matters that have an essential impact on the terms and conditions set out in Schedule 3 or the approval of the FEC Financing;



 


		(iii)	the Transferring Lender or the Facility Agent has provided incorrect information in an essential
matter in connection with the Application or failed to disclose matters that have an essential impact on the approval of the FEC
Financing; or



 


		(iv)	the Transferring Lender or the Facility Agent is, in connection with the Export Transaction or
the Credit, found by a court of competent jurisdiction to have been engaged prior to the Disbursement Date in any act that constitutes
corrupt activity within the meaning described in Clause 12 above, or if otherwise the same is proven without controversy,



 


then FEC shall have the right
to require that the fixed interest rate of the Credit based on the CIRR (if fixed rate is applicable in accordance with the Credit
Agreement) shall be changed to floating rate.


 


		13.1.2	In addition, if fixed rate is applicable in accordance with the Credit Agreement, in the case referred
to in paragraph (ii) of Clause 13.1.1 above the Borrower and, in the cases referred to in paragraphs (i), (iii) and (iv) of
Clause 13.1.1 above, the Transferring Lender shall indemnify FEC for any Break Costs (as determined pursuant to the principles
and calculation method given in the respective definition) incurred because of the change of the interest rate and regardless whether
any FEC Tranche Commitment is cancelled or any outstanding amount of the Credit is prepaid in connection with such change of interest
as well as, except when paragraph (iv) of Clause 13.1.1 above becomes applicable, the amount of any interest subsidy paid
in connection with the Credit to the extent such amount exceeds the respective amount of any interest compensation paid under the
respective interest swaps made to obtain the CIRR for the Credit, as well as annual interest on all amounts of such interest subsidy
paid from the date of payment until the date of such repayment, at the interest rate referred to in paragraph 1 of Section 4
of the Finnish Interest Rate Act (633/1982, as amended). In the case referred to in paragraph (ii) of Clause 13.1.1 above,
the Facility Agent shall collect the payments payable by the Borrower as referred to in this Clause 13.1.2 from the Borrower and
pay such collected payments to FEC without delay upon receipt of such payments from the Borrower. FEC shall, upon request by the
Facility Agent, provide to the Facility Agent a calculation reasonably detailing the amounts payable to FEC under this Clause 13.1.2
and the basis of computation of such amounts. The provisions of Clause 13.1.1 and this Clause 13.1.2 that are derived from the
provisions of Sections 17 and 18 of the Act shall be construed and applied taking into due consideration the provisions of Sections
17 and 18 of the Act.



 


		13.1.3	The Transferring Lender shall include in the Credit Agreement provisions confirming FEC’s
right to require the change of the interest rate as referred to in Clause 13.1.1 above and the obligation of the Borrower to indemnify
FEC for any Break Costs incurred as well as the amount of the interest subsidy and interest thereon in the case referred to in
paragraph (ii) of Clause 13.1.1 above and as set out in Clause 13.1.2 above.



 


		13.2	Transferring Lender ́s right to request re-transfer of the Credit



 


The Transferring Lender shall
always have the right to request a re-assignment and/or re-transfer of the entire Credit and FEC Tranche Commitment, as may be
outstanding at each time. In such case, the Transferring Lender shall pay to FEC in full the outstanding principal of the Credit
and any interest and fees accrued thereon, and be solely responsible for and reimburse FEC for any costs and expenses, including
but not limited to Break Costs that FEC may incur as a result of such re-assignment and/or re-transfer; and in that case FEC shall
assign and/or transfer its rights under the Finnvera Guarantee to the Guarantee Holder.


 






     


    15


    

 


		14.	OTHER PROVISIONS



 


		14.1	Validity and term of the Agreement



 


This Agreement shall take effect
when all Parties have duly signed it and it will continue to be in full force and effect until the Credit has been repaid in full
and all other obligations of the Parties as set forth in this Agreement have been finally discharged or the Credit and any outstanding
FEC Tranche Commitment have been re-assigned and/or re-transferred in accordance with Clause 11.3 or 13.2 above.


 


		14.2	Notices



 


Any communication to be made
under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax, email or
letter using the address as specified below or such other address as the Party may designate to the other Party:


 


To FEC:


 


Finnish Export Credit Ltd


c/o Finnvera plc


 


	 	Attention:	Export Financing
	 	Address:	P.O.Box 1010
	 	 	FI-00101 Helsinki
	 	 	Finland
	 	Fax:	+358 29 460
2774
	 	Tel:	+358 29 460
11
	 	Email:	office.eca@finnvera.fi




 


To the Facility Agent / Guarantee Holder:


 


KfW IPEX-Bank GmbH


Maritime Industries


 


	 	Attention:	Celine Brochard
	 	Address:	Palmengartenstrasse
5-9, 60325 Frankfurt am Main, Germany
	 	Fax:	+49 (0)69 7431 3768
	 	Email:	 
	 	 	celine.brochard@kfw.de
	 	 	maritime-industries-administration@kfw.de




 


To the Transferring Lender


 


KfW IPEX-Bank GmbH


Maritime Industries


 


	 	Attention:	Celine Brochard
	 	Address:	Palmengartenstrasse 5-9
	 	 	D-60325 Frankfurt am Main, Germany
	 	 	 
	 	Fax:	+49 (69) 7431 3768
	 	Email:	celine.brochard@kfw.de
	 	 	maritime-industries-administration@kfw.de
	 	With a copy to:	Credit Operations
	 	Fax:	+49 (69) 7431 2944




 






     


    16


    

 


		14.3	Changes in address



 


Each Party shall promptly inform
the other Parties of any changes in its address specified above.


 


		14.4	Delivery of notices



 


		14.4.1	Any communication or document made or delivered by a Party to another under or in connection with
this Agreement shall only be effective if made by way of fax, letter or email, and when actually received in readable form.



 


		14.4.2	All notices from or to FEC as the Lender shall be sent through the Facility Agent.



 


		14.5	English language



 


Any notice or document provided
under or in connection with this Agreement shall be in English language.


 


		14.6	Representations by the Parties



 


Each of the Parties represent
to each other that:


 


		(i)	it has the power to enter into, perform and deliver, and it has taken all necessary action to authorise
its entry into, performance and delivery of, this Agreement and the terms and conditions hereof;



 


		(ii)	its obligations hereunder constitute its legal, valid and binding obligations and it is not immune
from enforcement of any other Party’s rights against it; and



 


		(iii)	this Agreement has been entered into in the ordinary course of its business.



 


		14.7	Amendments



 


Any amendment to this Agreement
shall be made in writing and shall be executed by the Parties to this Agreement.


 


		14.8	Assignment and transfer of this Agreement



 


This Agreement or any rights
or obligations hereunder may not be assigned and/or transferred by the Party without the prior written consent of the other Party.


 


		14.9	Waiver and severability



 


Time is of the essence with
respect to all provisions in this Agreement but no failure or delay by any Party in exercising any right, power or remedy hereunder
shall impair such right, power or remedy or operate as a waiver thereof, nor shall any single or partial exercise of the same preclude
any further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies herein provided
are cumulative and do not exclude any other rights, powers and remedies provided by law. If at any time any provision of this Agreement
is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity and enforceability
of such provision under the law of any other jurisdiction, and of the remaining provisions of this Agreement, shall not be affected
or impaired thereby.


 






     


    17


    

 


		14.10	Override



 


In the event of inconsistency
between this Agreement and the Credit Documents, this Agreement shall prevail as between the Parties to this Agreement.


 


		14.11	Governing law and jurisdiction



 


		14.11.1	This Agreement shall be governed by and construed in accordance with the laws of Finland.



 


		14.11.2	Any dispute, controversy or claim arising out of or relating to this Agreement or any question
regarding its existence, breach, termination or validity, shall be settled by Finnish Courts, and the Parties to this Agreement
hereby submit to the exclusive jurisdiction of Helsinki District Court (Helsingin käräjäoikeus) as the court
of first instance.



 


		14.11.3	Further, and for the benefit of FEC only, it is agreed that the submission to such jurisdiction
shall not (and shall not be construed so as to) limit the right of FEC to take proceedings against any of the other Parties in
the courts of any other competent jurisdiction.



 


[Signatures to follow]


 



     


    18


    

 


This Agreement has been executed in four
(4) identical copies in English language. Each Party shall receive one (1) copy.


 


TRANSFERRING LENDER


KfW IPEX-Bank GmbH


  


	Name:	 	Name:
	Title:	 	Title:




 


FACILITY AGENT


KfW IPEX-Bank GmbH


  


	Name:	 	Name:
	Title:	 	Title:




 


GUARANTEE HOLDER


KfW IPEX-Bank GmbH


  


	Name:	 	Name:
	Title:	 	Title:




 


FINNISH EXPORT CREDIT LTD


  


	Name:	 	Name:
	Title:	 	Title:




 






     


    19


    

 


SCHEDULE 1


 


COMMITMENT OF THE TRANSFERRING LENDER


 


	Name of the Transferring Lender	FEC Tranche A

 Commitment (USD 

Equivalent of EUR)	FEC Tranche B 

Commitment (USD 

Equivalent of EUR)
	
         

        KfW IPEX-Bank GmbH

         
	
         

        823,200,000
	
         

        420,131,966



 


 



     


    20


    




 


SCHEDULE 2


 


Form of Notice of Utilisation


 


To: Finnish Export Credit Ltd


From: KfW IPEX-Bank GmbH (as Facility Agent under the
Credit Agreement)


Date: [     ]


FEC reference no. 9700/16


 


		1.	We refer to the Supplemental Assignment Agreement dated ___ December 2019 between yourselves
and ourselves in relation to the Assignment of the Transferring Lender ́s FEC Tranche Commitments under the Credit Agreement
ICON 3 Hull No 1402 for Royal Caribbean Cruises Ltd. (the "Agreement"). This is a Notice of Utilisation. Terms
defined in the Agreement to which this is a Schedule 2 have the same meaning in this Notice of Utilisation unless given a different
meaning in this Notice of Utilisation.



 


		2.	We also refer to the Credit Agreement according to which the Borrower has issued an irrevocable
utilisation request upon which this Notice of Utilisation is based and we attach a copy of such Borrower’s utilisation request
to this Notice of Utilisation.



 


		3.	The Borrower wishes to borrow a loan equal to the FEC Tranche A Commitment/FEC Tranche B Commitment or a part of it on the
following terms:



 


	 	Proposed date of the utilisation (being a Business Day):	[●]
	 	Currency:	[●]
	 	Amount:	[●]
	 	The first interest period (start and end dates):	[●]
	 	The bank account to which the loan shall be disbursed:	[●]




 


		4.	We hereby confirm that the proceeds of this loan will be used in accordance of clause 8.2 of the
Agreement.



 


		5.	We hereby confirm that each condition precedent under the Credit Agreement which is required to
be satisfied on the date of this Notice of Utilisation is satisfied.



 


		6.	[●] of the Amount shall be applied to pay the Guarantee Premium (as defined in the Finnvera
Guarantee) and therefore the Borrower has authorised FEC to pay [●] of the Amount directly to Finnvera and the rest [●]
of the Amount shall be paid to the bank account referred in item 3. above.]



 


	 	Yours faithfully




 


 


..........................................


authorised signatory for


[●]


KfW IPEX-Bank GmbH


 


Annexure: Copy of the Borrower’s utilization request and
supporting documents


 






     


    21


    

 


SCHEDULE 3


 


The terms
and conditions set out in this Schedule 3 shall apply to the FEC Financing as is agreed in the supplemental assignment agreement
dated __ December 2019 and entered into between KfW IPEX- Bank GmbH, as the Transferring Lender, as the Facility Agent,
as the Guarantee Holder and t and FEC (the “Agreement”). This Schedule 3 forms an integral part of the Agreement.
Terms defined in the Agreement to which this is a Schedule 3 have the same meaning in this Schedule 3.


 


The purpose of the Credit shall be financing
of the Export Transaction and of the Guarantee Premium (as defined in the Finnvera Guarantee).


 


	1. Commercial Contract	 
	 	 
	1.1 Contract:	the shipbuilding contract concerning the Export Transaction entered into on 28 June 2019 between the Exporter and the Buyer (as amended from time to time).  
	 	 
	1.2 Exporter	Meyer Turku Oy, a company incorporated in Finland.
	 	 
	1.3 Supplier	the Exporter.
	 	 
	1.4 Buyer	Royal Caribbean Cruises Ltd., a company incorporated in Liberia.  
	 	 
	1.5 Contract Price	the contract price under the Contract,
being maximum of EUR 1,715,000,000 including change orders and owner’s supply items.  
	2. Credit	 
	 	 
	2.1 Application	the application for FEC Financing dated 14 December 2016 and submitted by the Exporter as the Applicant.  
	 	 
	2.2 Credit Agreement	the credit agreement entered into on __ December 2019 between the Transferring Lender as the Original FEC Lender, the Facility Agent and the Borrower.
	 	 
	2.3 Borrower	the Buyer.
	 	 
	2.4 Credit amount	the aggregate of USD equivalent of FEC Tranche A Loan not exceeding EUR 823,200,000 and FEC Tranche B Loan not exceeding USD equivalent of EUR 420,131,966; the maximum amount not exceeding USD equivalent of EUR 1,243,331,966. The FEC Tranche B Loan includes the Guarantee Premium in maximum USD equivalent of EUR 31,331,966.

                                                       

                                                      The portion of the Credit for the purpose to finance the Guarantee Premium under FEC Tranche B Loan shall, however, not exceed the actual Guarantee Premium to be determined and be paid by the Borrower in accordance with the Finnvera Guarantee.    

                                                       

	2.5 Availability period	the Credit shall be disbursed in one lump sum no more than two (2) business days prior to the Expected Delivery Date (as such term is defined in the Credit Agreement) of the Vessel estimated to take place 8 May 2025 and, in any event, no later than the Commitment Termination Date (as such term is defined in the Credit Agreement).  



 






     


    22


    

 


	2.6 Repayment	the Credit shall be repaid in twenty-four (24) equal consecutive semi-annual instalments, the first instalment being due six (6) months from the date the Credit is disbursed (the “Disbursement Date”).  
	 	 
	2.7 Final maturity	the Credit shall be repaid in full not later than twelve (12) years after the Disbursement Date.  
	 	 
	2.8 FEC Interest	(i) USD CIRR of 3,29 % p.a. for the FEC Tranche A Loan; and (ii) a floating rate of 6 month USD LIBO rate plus a margin of 0.85% p.a. for the FEC Tranche B Loan, and if such USD LIBO rate is less than zero, it shall be deemed to be zero.  
	 	 
	2.9 Default interest	FEC Interest plus 2% per annum.
	 	 
	2.10 Interest payments	semi-annually in arrears.
	 	 
	2.11 FEC Commitment Fee	commitment fee to be paid for the account of FEC as agreed between FEC and the Borrower in a separate fee letter.  
	 	 
	2.12 Costs and expenses (Clause 7.3)	costs and expenses in accordance with section 11.3 under the Credit Agreement.  
	 	 
	2.13 Finnvera Guarantee	BC 137-16 / 1  
	 	 
	3. Other terms	With regards to the utilisation of the Credit and applicable procedures and the provisions of Clause 8.2 (“Use of funds under the Credit”) of the Agreement, FEC acknowledges and agrees to the provisions of Sections 2.5(b), 2.5(c), 2.5(d) and 4.11 of the Credit Agreement regarding holding funds in and, transferring funds from and to, the Pledged Accounts (as defined in the Credit Agreement) subject to the provisions specified in those sections. 


                                                       

                                                      As regards paragraph (iii) of Clause 13.1.1 (Termination of the payment of interest subsidy), it is recognized that neither the Facility Agent or the Transferring Lender has made the Application to FEC, and consequently neither of the Facility Agent or the Transferring Lender has provided such information to FEC in connection with the Application as referred to in paragraph (iii) of Clause 13.1.1 (Termination of the payment of interest subsidy).




 



     


     


    




 



 


EXHIBIT G-2


Form of
Finnvera Guarantee Assignment Agreement


 






    145


    


    

 


FINNVERA GUARANTEE ASSIGNMENT


 


between


 


KfW IPEX-BANK GmbH


as Guarantee Holder


 


and


 


FINNISH EXPORT CREDIT LTD


as Assignee


 


Dated [    ] 2019


 





 



 


in respect of indemnities payable
under


 


Finnvera Buyer Credit Guarantee BC
137-16 / 1


 





 



 






    


    2


    

 





THIS FINNVERA GUARANTEE ASSIGNMENT
AGREEMENT dated ___ December 2019 (the “Agreement”) is made between:


 


		(1)	KfW IPEX-BANK GmbH (the “Guarantee Holder”);
and



 


		(2)	FINNISH EXPORT CREDIT LTD (the “Assignee”).



 


The Guarantee Holder and the Assignee are
collectively referred to as the “Parties”.


 


WHEREAS


 


		A.	Royal Caribbean Cruises Ltd. as Borrower and KfW IPEX-Bank GmbH as, amongst others, Facility Agent
and Initial FEC Lender, have entered into a Finnvera plc supported and Hermes Backed facility agreement dated [ ] 2019 (the “Facility
Agreement”) under which the Initial FEC Lender has agreed (among other things) to make available to the Borrower a credit
facility up to the maximum amount of the USD equivalent of EUR 1,243,331,966 for the purpose of financing part of the Contract
Price under the Delivery Contract as well as the Finnvera Premium, all subject to the provisions of and as set forth in the Facility
Agreement.



 


		B.	By a buyer credit guarantee agreement BC 137-16 / 1 dated on about the date hereof (the “Finnvera
Guarantee”) and made between Finnvera plc (“Finnvera”) and KfW IPEX-Bank GmBH as the Guarantee Holder
(as defined therein), Finnvera has, subject to the terms and conditions set forth therein (including, without limitation, the terms
and conditions of Finnvera’s general conditions for buyer credit guarantees dated 1 March 2004 (the “General
Conditions”)) agreed to grant a buyer credit guarantee to the Guarantee Holder as security for the FEC Tranche A Loan
up to the maximum amount of USD equivalent of EUR 823.200.00 and for the FEC Tranche B Loan up to the maximum amount of USD equivalent
of EUR 420,131,966 to be made available under the Facility Agreement.



 


		C.	By Transfer Certificate dated on or about the date hereof
and executed and delivered pursuant to the Facility Agreement, the Initial FEC Lender has transferred its FEC Tranche A Commitment
and FEC Tranche B Commitment (as these terms are defined in the Facility Agreement) and related rights and obligations under the
Facility Agreement to the Finnish Export Credit Ltd. as the Assignee and as a new lender.



 


		D.	By a supplemental assignment agreement dated on or about the
date hereof (the “Supplemental Assignment Agreement”) KfW IPEX-Bank GmbH as Transferring Lender, as Facility
Agent and Guarantee Holder and the Assignee have, among others, agreed on the supplemental terms and conditions relating to the
transfer by the Transferring Lender of its FEC Tranche A Commitment and FEC Tranche B Commitment (together the “FEC Tranche
Commitment”) and related rights and obligations under the Facility Agreement to the Assignee.



 


		E.	Pursuant to the Supplemental Assignment Agreement it is a condition
precedent to the transfer of the FEC Tranche Commitment and related rights and obligations under the Facility Agreement to the
Assignee that the Parties enter into this Agreement.



 


		F.	In consideration of the above, the Guarantee Holder agrees to assign to the Assignee all rights
to and benefits of any payments of indemnity to be made by Finnvera under the Finnvera Guarantee, excluding the expenses as specified
in clause 11 (Indemnification of collection and enforcement expenses) of the General Conditions and the proceeds after payment
of indemnification as specified in clause 15 (Distribution of proceeds after payment of indemnification) of the General
Conditions.



 






    


    3


    

 


NOW,
THEREFORE, the Guarantee Holder and the Assignee agree as follows:


 


		1	DEFINITIONS



 


Unless otherwise defined herein,
words and expressions defined in the Facility Agreement shall have the same meanings when used in this Agreement.


 


		2	THE FINNVERA GUARANTEE



 


		2.1	Assignment



 


The
Guarantee Holder hereby assigns to the Assignee, absolutely and unconditionally, all rights to and benefits of any payments of
indemnity to be made by Finnvera under or in connection with the Finnvera Guarantee excluding the expenses as specified
in clause 11 (Indemnification of collection and enforcement expenses) of the General Conditions and the proceeds after payment
of indemnification as specified in clause 15 (Distribution of proceeds after payment of indemnification) of the General
Conditions.


 


		2.2	Notice of assignment



 


The Guarantee Holder undertakes
to give Finnvera notice of the assignment set forth in Clause 2.1 (Assignment) above in the form set out in Schedule 1 (Form of
notice of assignment to Finnvera) hereto, and procure that Finnvera acknowledges receipt of such notice by a written statement
substantially in the form set out in Schedule 2 (Form of acknowledgement from Finnvera) hereto.


 


		2.3	Administration and claims



 


Notwithstanding Clauses 2.1 (Assignment)
and 2.2 (Notice of assignment) above, the Parties agree that;


 


		(i)	the Guarantee Holder shall continue to be solely responsible
for the due and timely fulfillment and observance of any responsibilities and obligations of the Guarantee Holder, as required
from time to time under the Finnvera Guarantee and, for the avoidance of any doubt, including also the time after payment of any
indemnity by Finnvera;



 


		(ii)	in all matters relevant to the Finnvera Guarantee, Finnvera shall be entitled to communicate with
the Guarantee Holder only;



 


		(iii)	claims or demands under the Finnvera Guarantee shall be made by the Guarantee Holder on behalf
of the Assignee in accordance with the Finnvera Guarantee; and



 


		(iv)	prior to any such claim or demand being made under the Finnvera Guarantee, the Assignee shall provide
to the Guarantee Holder, for onward communication to Finnvera, all bank account details necessary for the purpose of Finnvera’s
transfer to the Assignee of the monies to be claimed or demanded by the Guarantee Holder on behalf of the Assignee.



 






    


    4


    

 


Notwithstanding
the above and anything to the contrary in the Supplemental Assignment Agreement, the Parties agree that the Assignee shall have
its own independent right to demand payment from Finnvera under the Finnvera Guarantee if this is deemed necessary by the Assignee
for the purpose of protecting or preserving its rights under the Facility Agreement, or to enforce its rights under the
Finnvera Guarantee (or to do any act reasonably incidental to any of the foregoing in accordance with the Finnvera Guarantee),
and the Guarantee Holder hereby authorises the Assignee to demand such payment from Finnvera under the Finnvera Guarantee in the
circumstances referred to above.


 


Notwithstanding anything to the
contrary in this Agreement, the Supplemental Assignment Agreement or any other document elsewhere, the Parties agree that the Assignee
shall not obtain better rights towards Finnvera than the Guarantee Holder has.


 


		3	CONTINUING ASSIGNMENT



 


The assignment established by this
Agreement shall remain in full force and effect until payment in full has been received by the Assignee of each and every sum payable
under and in accordance with the terms of the Finnvera Guarantee.


 


		4	MISCELLANEOUS



 


		(a)	The Guarantee Holder represents and warrants to the Assignee that prior to execution of this Agreement
it has not sold, mortgaged, assigned, pledged, charged or granted any rights whatsoever in respect of the Finnvera Guarantee to
any person or party in competition with the rights granted to the Assignee under this Agreement.



 


		(b)	The Guarantee Holder undertakes to the Assignee that for as long as any amount remains outstanding
under the Facility Agreement or the Finnvera Guarantee, it will not:



 


		(i)	sell, mortgage, assign, pledge, charge or grant any rights whatsoever in respect of the Finnvera
Guarantee to any person or party, whether or not in competition with the rights granted to the Assignee under this Agreement; or



 


		(ii)	agree to or make any amendments to the Finnvera Guarantee, terminate the Finnvera Guarantee or
waive or agree to the waiver of any terms of the Finnvera Guarantee, without the prior written consent of the Assignee (which shall
not be unreasonably withheld or delayed).



 


		5	COUNTERPARTS



 


This Agreement may be executed
in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this
Agreement.


 






    


    5


    

 


		6	GOVERNING LAW – JURISDICTION



 


This Agreement shall be governed
by and construed in accordance with Finnish law, and the parties irrevocably submit to the jurisdiction of the Helsinki District
Court (Helsingin käräjäoikeus) as a court of first instance for any proceedings in connection with this Agreement.


 


[Signatures to follow]


 




    


    6


    

 


 


IN WITNESS
WHEREOF, the Parties have executed this Agreement in two (2) identical copies, one for the Guarantee Holder and
one for the Assignee as of the day and year first written above.


 


KfW IPEX-BANK GmbH


 


	 	 	 
	Name:	 	Name:
	Title:	 	Title:





 


FINNISH EXPORT CREDIT LTD


 


	 	 	 
	Name:	 	Name:
	Title:	 	Title:





 






    


    7


    

 


Schedule 1


 


FORM OF NOTICE OF ASSIGNMENT TO
FINNVERA


 


	To:	 Finnvera plc
	 	Porkkalankatu 1
	 	P.O.Box 1010
	 	FI-00101 Helsinki
	 	Finland




 


[Date]


 


Dear Sirs,


 


Buyer Credit Guarantee Agreement BC
137-16 / 1


 


		1.	We refer to the buyer credit guarantee agreement BC 137-16 / 1 dated __ December  2019 (the
“Finnvera Guarantee”) and made between Finnvera plc (“Finnvera”) and KfW IPEX-Bank GmbH as
guarantee holder (the “Guarantee Holder”).



 


		2.	Terms defined in the Finnvera Guarantee shall, unless otherwise required by the context, have the
same meanings when used herein.



 


		3.	We hereby give you notice that



 


		(i)	by an assignment agreement dated __ December 2019 (the “Finnvera Guarantee Assignment”)
made between the Guarantee Holder as assignor and Finnish Export Credit Ltd (the “Lender”) as assignee, the
Guarantee Holder has assigned to the Lender, absolutely and unconditionally, all rights to and benefits of any payments of indemnity
to be made by Finnvera under the Finnvera Guarantee, excluding the expenses as specified in clause 11 (Indemnification of collection
and enforcement expenses) of the General Conditions and the proceeds after payment of indemnification as specified in clause
15 (Distribution of proceeds after payment of indemnification) of the General Conditions; and



 


		(ii)	you are hereby irrevocably authorised and instructed to make all payments due and payable by yourselves
under the Finnvera Guarantee directly to the Lender excluding payments relating to the expenses as specified in clause 11 (Indemnification
of collection and enforcement expenses) of the General Conditions and the proceeds after payment of indemnification as specified
in clause 15 (Distribution of proceeds after payment of indemnification) of the General Conditions.



 


		4.	Notwithstanding Section 3 above



 


		(i)	the Guarantee Holder shall, subject to the provisions of the Facility Agreement, administer the
Finnvera Guarantee on behalf of the Lender in accordance with the terms and conditions of the Finnvera Guarantee, including making
payments of the Guarantee Premium and any other sums as set out in the Finnvera Guarantee;



 






    


    8


    

 


		(ii)	in all matters relevant to the Finnvera Guarantee, Finnvera shall be entitled to communicate with
the Guarantee Holder only;



 


		(iii)	claims or demands under the Finnvera Guarantee shall be made by the Guarantee Holder on behalf
of the Lender in accordance with the terms of the Finnvera Guarantee or by the Lender itself based on an authorisation granted
by the Guarantee Holder to the Lender in the Finnvera Guarantee Assignment; and



 


		(iv)	prior to any such claim or demand being made under the Finnvera Guarantee the Lender shall provide
to the Guarantee Holder, for onward communication to Finnvera, all bank account details necessary for the purpose of Finnvera’s
transfer to the Lender of the monies to be claimed or demanded by the Guarantee Holder on behalf of the Lender.



 


		5.	Kindly also note that for as long as any amount remains outstanding under the Facility Agreement
or the Finnvera Guarantee, we are not allowed to:



 


		(i)	sell, mortgage, assign, pledge, charge or grant any rights whatsoever in respect of the Finnvera
Guarantee to any person or party, whether or not in competition with the rights granted to the Lender under the Finnvera Guarantee
Assignment; or



 


		(ii)	agree to any amendments being made to the Finnvera Guarantee, or to terminate the Finnvera Guarantee
or waive or agree to the waiver of any terms of the Finnvera Guarantee, without the prior written consent of the Lender.



 


Please note that the authority and instructions
herein contained cannot be revoked or varied by us without the prior written consent of the Lender.


 


Yours faithfully,


 


KfW IPEX-Bank GmbH


 


	 	 	 
	Name:	 	Name:
	Title:	 	Title:





 






    


    9


    

 


Schedule 2


 


FORM OF ACKNOWLEDGEMENT FROM FINNVERA


 


	To:	KfW IPEX-Bank GmbH
	 
	Copy:	Finnish Export Credit Ltd




 


[Date]


 


Dear Sirs,


 


Buyer Credit Guarantee Agreement BC
137-16 / 1


 


		1.	We acknowledge receipt of the Notice of Assignment dated __ December 2019 from KfW IPEX-Bank
GmbH (the “Guarantee Holder”) relating to the buyer credit guarantee agreement BC 137-16 / 1 dated ___ December 2019
(the “Finnvera Guarantee”).



 


		2.	We hereby consent to the terms of the above referenced Notice of Assignment, and to the assignment
by the Guarantee Holder to Finnish Export Credit Ltd (the “Lender”) of all rights to and benefits of any payments
to be made by Finnvera plc under the Finnvera Guarantee excluding the expenses as specified in clause 11 (Indemnification of
collection and enforcement expenses) of the general conditions for buyer credit guarantees dated 1 March 2004 and forming
part of the Finnvera Guarantee (the “General Conditions”) and the proceeds after payment of indemnification
as specified in clause 15 (Distribution of proceeds after payment of indemnification) of the General Conditions.



 


		3.	Notwithstanding anything contrary in the Finnvera Guarantee, we acknowledge and accept that, pursuant
to Section 4(iii) of the above mentioned Notice of Assignment, a claim or demand under the Finnvera Guarantee may be
made by the Guarantee Holder on behalf of the Lender or by the Lender itself.



 


Yours faithfully,


 


FINNVERA PLC


 


	 	 	 
	Name:	 	Name:
	Title:	 	Title:





 






    


    10


    

 



 


EXHIBIT H-1


Form of
Finnvera Guarantee


 


146


 






     


    1 (11)


    

 


Buyer Credit Guarantee Agreement
BC 137-16 / 1


 


Whereas Finnvera has decided to grant,
in accordance with the Act on the State’s Export Credit Guarantees (422/2001), the Buyer Credit Guarantee to the Guarantee
Holder as security for the Credit, therefore Finnvera and the Guarantee Holder have agreed on the following:


 


1 Definitions


 


The definitions set out in the General
Conditions for Buyer Credit Guarantees dated 1 March 2004 shall apply to this Guarantee Agreement, unless otherwise stated
herein. Capitalised terms used in this Guarantee Agreement shall have the following meanings:


 


	Borrower	Royal Caribbean Cruises Ltd., Liberia.



 


	Buyer	the Borrower.



 


	Buyer Credit Guarantee	the buyer credit guarantee agreed upon herein.




 


	CIRR	the commercial interest reference rate determined in accordance with the OECD Arrangement to be
applicable to the FEC Tranche A Loan.



 


	Contract Price	the contract price under the Delivery Contract, being maximum EUR 1,715,000,000 including
change orders and owner’s supply items.




 


	Credit	FEC Loan (comprising FEC Tranche A Loan and FEC Tranche B Loan) made available or to be made available
to the Borrower under the Credit Agreement.



 


	Credit Agreement	the credit agreement entered into on ___ December 2019 between the Borrower, the Original Lender and the Guarantee Holder
acting as Facility Agent.




 


	Delivery Contract	the shipbuilding contract concerning the Export Transaction entered into on 28 June 2019 between the Exporter and the Buyer
(as amended from time to time).




 


	Delivery Date	the date of delivery and acceptance of the Vessel under the Delivery Contract estimated to take place on 8 May 2025.




 


	Export Transaction	the purchase and delivery of the Vessel to be built by the Exporter in Finland.




 


	Exporter	Meyer Turku Oy, a company incorporated in Finland.



 


	FEC	Finnish Export Credit Ltd, a company incorporated in Finland.



 


	FEC Loan	collectively the FEC Tranche A Loan and the FEC Tranche B Loan.




 


	FEC Tranche A Loan	the part of the Credit equal up to the USD equivalent of EUR 823,200,000.




 






     


    2 (11)


    

 


	FEC Tranche B Loan	the part of the Credit equal up to the USD equivalent of EUR 420,131,966 comprising (i) the USD equivalent of EUR 388,800,000.00
and (ii) for the purpose of financing the Guarantee Premium in aggregate not exceeding USD equivalent of EUR 31,331,966.




 


	Guarantee Holder	KfW IPEX-Bank GmbH (for the benefit of FEC), a company incorporated in Germany.




 


	Guarantee Premium	the premium payable to Finnvera in accordance with Clause 5.2 below and calculated in accordance with the grid therein.




 


	Hermes	Euler Hermes Aktiengesellschaft, Hamburg, acting in its capacity as representative of the Federal
Republic of Germany in connection with the issuance of export credit guarantees.



 


	Hermes Loan	that part of the Facility (as defined in the Credit Agreement) under the Credit Agreement
funded by the Hermes Lenders (as defined in the Credit Agreement) up to an amount of the USD equivalent of EUR 160,000,000 plus
the fee payable for the credit guarantee covering the Hermes Loan.




 


	Lender	FEC upon assignment or transfer of the FEC Loan by the Original Lender.



 


	LIBO Rate	has the meaning given to it in the Credit Agreement.




 


	Original Lender	the Guarantee Holder.




 


	Residual Risk Guarantee	unconditional and irrevocable guarantee, governed by the laws of Finland and issued by the Original Lender to Finnvera, whereby
the Original Lender undertakes to immediately on first demand pay to Finnvera in aggregate five per cent (5%) of the Guaranteed
Receivables to be indemnified by Finnvera to FEC under this Guarantee Agreement.




 


	Vessel	cruise vessel of approximately 242,900 GT with the Exporter ́s Hull number 1402.



 


2 Credit Purpose and Terms


 


2.1 Purpose


 


The purpose of the Credit covered under
this Guarantee Agreement shall be partial financing the Export Transaction plus the Guarantee Premium.


 


2.2 Terms


 


The main terms of the Credit are as follows:


 


	Principal	The aggregate of USD equivalent of FEC Tranche A Loan not exceeding EUR 823,200,000 and FEC Tranche
B Loan not exceeding USD equivalent of EUR 420,131,966; the maximum aggregate amount not exceeding USD equivalent of EUR 1,243,331,966.
The FEC Tranche B Loan includes the Guarantee Premium in maximum USD equivalent of EUR 31,331,966.



 






     


    3 (11)


    

 


	 	The portion of the Credit for the purpose to finance the Guarantee Premium under FEC Tranche B Loan shall, however, not exceed
the actual Guarantee Premium to be determined and be paid by the Borrower in accordance with Clause 5.2.




 


	Disbursement	The Credit shall be disbursed in one lump sum two (2) business days prior to the Expected
Delivery Date (as defined in the Credit Agreement).



 


	Repayment	The Credit shall be repaid in twenty-four (24) equal consecutive semi-annual instalments, the first
instalment being due six (6) months from the date the Credit is disbursed.



 


	Interest	(i) USD CIRR of 3.29% p.a. for the FEC Tranche A Loan, or if the FEC Conversion (as defined
in the Credit Agreement) occurs, then subject to further amendments to this Guarantee Agreement to be undertaken at the relevant
time, the FEC Tranche A Floating Rate (as defined in the Credit Agreement); and



 


	 	(ii) the LIBO Rate plus a margin of 0.85% for the FEC Tranche B Loan, if the LIBO Rate is less than zero, it shall be deemed
to be zero.




 


	Default interest	Interest plus 2% p.a.




 


2.3 Security and Special Terms


 


2.3.1 Security


 


The Guarantee Holder shall ensure that
the Credit Agreement provides that the Borrower will not, and will not permit any of its subsidiaries to, create, incur, assume
or suffer to exist any Lien (as defined in the Credit Agreement) upon any of its property, revenues or assets whether now owned
or hereafter acquired, other than as permitted pursuant to the terms of the Credit Agreement.


 


The Guarantee Holder shall ensure that
any future security (if any) to be provided for the Borrower’s obligations under the Credit Agreement shall secure the Borrower ́s
outstanding obligations on pro rata pari passu –basis between the Lenders (as defined in the Credit Agreement).


 


2.3.2 Covenants, undertakings and events of default


 


The Credit Documents shall contain covenants,
undertakings and events of default customary to this type of financing.


 


The Credit
Documents shall contain at least the following financial covenants which shall apply to the Borrower and its subsidiaries
on a consolidated basis and shall be measured on a quarterly basis.


 


The Borrower will not permit:


 


	(i)	the Net Debt to Capitalization Ratio (each as defined in the
Credit Agreement) as at the end of any Fiscal Quarter (as defined in the Credit Agreement) to be greater than 0.625:1;



 


	(ii)	the Fixed Charge Coverage Ratio (as defined in the Credit
Agreement) to be less than 1.25 to 1 as at the last day of any Fiscal Quarter.



 






     


    4 (11)


    

 


In addition,
if, at any time, the Senior Debt Rating (as defined in Clause 5.2) of the Borrower is less than Investment Grade (as defined in
the Credit Agreement) as given both Moody ́s (as defined in the Credit Agreement) and S&P (as defined in the Credit Agreement),
the Borrower will not permit Stockholders' Equity (as defined in the Credit Agreement) to be less than, as at the last day
of any Fiscal Quarter, the sum of (I) USD 4,150,000,000 plus (II) 50% of the consolidated net income of the Borrower
and its subsidiaries for the period commencing on 1 January 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).


 


3 Applicable Conditions


 


3.1 General Conditions


 


The General Conditions shall apply to the
Buyer Credit Guarantee. The parties hereto accept the provisions of the General Conditions as part of this Guarantee Agreement
with the same force and effect as they were fully set forth herein subject to exceptions and amendments set out in this Guarantee
Agreement. In the event of any inconsistency between this Guarantee Agreement and the General Conditions, the terms of this Guarantee
Agreement shall prevail.


 


3.1.1 Clarification of Clause 16.2 c)


 


Notwithstanding what is stated in Clause
16.2 c) of the General Conditions, Finnvera shall not be released from liability to pay indemnification although the Guarantee
Holder has disclosed to Finnvera false or misleading information, provided that such information was sourced from a third party
and conforms to that received by the Guarantee Holder, and provided further that the Guarantee Holder has proven, to the reasonable
satisfaction of Finnvera, that the Guarantee Holder has diligently and carefully assessed the adequacy and accuracy of such information
upon receipt and before disclosing the same to Finnvera.


 


3.1.2 Clarification
of Clause 19


 


Notwithstanding what is stated in Clause
19 of the General Conditions and pursuant to the Act on the State-Owned Specialist Financing Company (443/1998) payments owing
to Finnvera in connection with credits, guarantees or other contingent liabilities provided by Finnvera and any default interest
on such payments may be recovered by way of distraint without judgment or decision, as provided in the Act on Execution of Taxes
and Fees (706/2007 as amended).


 


3.1.3 Clarification of Clause 21.2


 


In addition to, what has been stated in
Clause 21.2 of the General Conditions, Finnvera reserves a right, at its sole discretion to reinsure from a third party in part
or wholly the risk related to this Buyer Credit Guarantee. It is expressly acknowledged by the Guarantee Holder that it shall ensure
that the Credit Documents conform to the extent necessary with the above requirement. It is further acknowledged that such reinsurer
may seek reinsurance for its obligations.


 


3.2 Special Conditions


 


3.2.1 Assignment to the Lender


 


With reference to the Clause 4.12 of the
General Conditions, Finnvera consents to the assignment and transfer of the Guarantee Holder’s rights under this Guarantee
Agreement to the Lender and agrees that the Lender shall succeed to all of the rights of the Guarantee Holder under this Guarantee
Agreement, including (but not limited to) the right to submit a Claim and receive indemnification payable by Finnvera under this
Guarantee Agreement in respect of the Guaranteed Receivables excluding the expenses as specified in Clause 11 of the General Conditions
and the proceeds after payment of indemnification as specified in Clause 15 of the General Conditions. The Lender shall not obtain
any better rights towards Finnvera than the Guarantee Holder would have had.


 






     


    5 (11)


    

 


Finnvera further consents to and acknowledges
that to the extent the Lender re-assigns or otherwise re-transfers the Credit to the Original Lender, the Lender shall simultaneously
re-assign or otherwise re-transfer the rights under this Guarantee Agreement to the Guarantee Holder. The Guarantee Holder shall
not obtain any better rights towards Finnvera than prior to the assignment of the Guarantee Holder’s rights under this Guarantee
Agreement to the Lender.


 


3.2.2. Payment of Indemnification


 


Indemnification payable by Finnvera pursuant
to this Guarantee Agreement shall be paid to the Lender (subject to the Guarantee Holder having assigned and transferred its right
to receive indemnification to the Lender in accordance with Clause 3.2.1 above) unless the Lender has re-assigned or otherwise
re-transferred to the Original Lender the rights and obligations under the Credit Agreement and the corresponding benefits under
this Guarantee Agreement to the Guarantee Holder as referred to in Clause 3.2.1 “Assignment to the Lender” of this
Guarantee Agreement in which case the indemnification shall be paid to the Guarantee Holder or to the Original Lender, if so specified
and instructed by the Guarantee Holder in the claim.


 


3.2.3 Know Your Customer -checks


 


The Guarantee Holder shall perform and
comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in
relation to the financing of the Export Transaction and become satisfied with such findings and results accordingly. The Guarantee
Holder shall notify Finnvera if carrying out such checks in relation to the Credit it becomes aware of any such thing that could
have an adverse effect to the financing of the Export Transaction or that might have a negative impact on Finnvera or FEC.


 


3.2.4 Decisions,
Amendments and Waivers


 


Where the Guarantee Holder (acting in any
capacity) receives a request for any material amendment, consent or waiver under the Credit Documents, the Guarantee Holder shall
ask Finnvera’s consent in respect of any such material amendment, consent or waiver (which consent shall not be unreasonably
withheld or delayed). Finnvera is entitled to instruct the Guarantee Holder, the Original Lender and the Residual Risk Guarantor
how to exercise their rights regarding the Credit under the Credit Documents. The Guarantee Holder, the Original Lender and the
Residual Risk Guarantor shall comply with the written instructions and notices given by Finnvera and shall not exercise any rights
under the Credit Documents in a manner inconsistent with such written instructions and notices of Finnvera, provided that any such
instruction do not oblige the Guarantee Holder, the Original Lender or the Residual Risk Guarantor to act outside of or contrary
to or in breach of their obligations under or the powers and authority conferred on them (acting in any capacity) under the Credit
Documents. For avoidance of doubt, nothing in this Clause 3.2.4 shall affect the obligations of the Guarantee Holder under Clause
4.2 of the General Conditions.


 


3.2.5 Conformity of Credit Agreement


 


The Guarantee Holder shall ensure that
the Credit Agreement conforms to this Guarantee Agreement at the time of execution of the Credit Agreement and the Guarantee Holder
shall be liable for such inconsistencies that may arise between this Guarantee Agreement and the Credit Agreement.


 






     


    6 (11)


    

 


3.2.6 Disbursement


 


Notwithstanding Clause 4.7 of the General
Conditions, funds may be disbursed as set forth in Section 2.5 of the Credit Agreement.


 


3.2.7 Entry into force of the Buyer Credit Guarantee


 


Without limiting the generality of Clause
3 of the General Conditions this Guarantee Agreement shall not enter into force before Finnvera has received the Residual Risk
Guarantee in form and substance acceptable to Finnvera.


 


3.2.8 Residual Risk Guarantee


 


Finnvera shall receive the Residual Risk
Guarantee from the Original Lender issued in accordance with the Original Lender ́s commitment under the Credit to pay to
Finnvera on demand in aggregate 5% of the Guaranteed Receivables to be indemnified by Finnvera to FEC under this Guarantee Agreement.


 


3.2.9 Costs and Expenses


 


The Guarantee Holder shall on behalf of
Finnvera charge from the Borrower all out-of pocket cost and expenses (including but not limited to legal fees) incurred by Finnvera
in connection with the preparation, negotiation and execution of the Buyer Credit Guarantee and this Guarantee Agreement, the Credit
Documents and any related document and/or instrument.


 


3.2.10 Material Increase of Risk


 


Pursuant
to Clause 6.1 of the General Conditions Finnvera shall be entitled to act and take certain measures as described in such Clause
6.1 in case the risk of Loss has materially increased as compared against the circumstances prevailing at the time of issuing the
Guarantee Agreement. Notwithstanding the provisions of Clause 6.1 of the General Conditions, the following shall apply:


 


	(a)	for the period prior to disbursement of the Credit, the risk of Loss
will have been deemed to have materially increased since the date of issuing the Guarantee Agreement only if there occurs a material
adverse change in the financial condition of the Borrower or other material adverse event or circumstance which is likely, in the
reasonable opinion of Finnvera, to result in the Borrower being unable to perform its payment obligations in relation to the Credit
as they fall due. In measuring the financial condition of the Borrower in the sense of its ability to repay the Credit,
the fulfilment of the financial covenants set forth in Clause 2.3.2 hereinbefore shall be taken into account. In the circumstances
referred to in this Clause 3.2.10 (a), the Guarantee Holder and Finnvera shall discuss with the Borrower in good faith and within
a reasonable time period with a view to determining measures that might be taken by the Borrower, then or in the future, to eliminate
these circumstances. The type of measures to be taken in order to avoid or limit the Loss and the decisions in relation to such
measures shall be determined in accordance with Clause 6.1. of the General Conditions; and



 


	(b)	for the period following disbursement of the Credit, Finnvera shall, when exercising its rights
under Clause 6.1. of the General Conditions, not have the right to decide on acceleration of the Credit or other measures unless
acceleration or such other measures are permitted in accordance with the terms contained in the Credit Agreement.  In no event
shall Clause 6.1 of the General Conditions grant to Finnvera or any Lender any right or remedy against the Borrower other than
as set forth in the Credit Documents.



 






     


    7 (11)


    

 


3.2.11 Confidentiality


 


The following shall be added at the end of Clause 21.1 of the
General Conditions: “, in which case Finnvera shall require a confidentiality undertaking from any such external adviser
if such adviser is not bound by sufficient confidentiality obligation under the law.”


 


4 Limits of Finnvera’s Liability


 


4.1 Guaranteed Receivables


 


Finnvera’s liability to pay any indemnification
under the Buyer Credit Guarantee is limited to the Guaranteed Receivables. To prevent uncertainty, the Buyer Credit Guarantee does
not cover any other payment obligations arising under or in connection with the Credit Documents than the Guaranteed Receivables
or those specified in Clause 11.1 of the General Conditions. Subject to Clause 10 of the General Conditions, the Guaranteed Receivables
are the following receivables under the Credit:


 


	Principal	The aggregate of USD equivalent of FEC Tranche A Loan not exceeding EUR 823,200,000 and FEC Tranche
B Loan not exceeding USD equivalent of EUR 420,131,966; the maximum aggregate amount not exceeding USD equivalent of EUR 1,243,331,966.
The FEC Tranche B Loan includes the Guarantee Premium in maximum USD equivalent of EUR 31,331,966.



 


	 	The portion of the Credit for the purpose to finance the Guarantee Premium under FEC Tranche B Loan shall, however, not exceed
the actual Guarantee Premium to be determined and be paid by the Borrower in accordance with Clause 5.2.




 


	Interest	(i) USD CIRR of 3.29% p.a. for the FEC Tranche A Loan, or if the FEC Conversion (as defined
in the Credit Agreement) occurs, then subject to further amendments to this Guarantee Agreement to be undertaken at the relevant
time, the FEC Tranche A Floating Rate (as defined in the Credit Agreement); and



 


	 	(ii) the LIBO Rate plus a margin of 0.85% for the FEC Tranche B Loan, if the LIBO Rate is less than zero, it shall be deemed
to be zero.




 


	Default interest	Interest plus 2% p.a.




 


It shall
be the obligation of the Guarantee Holder (acting in any capacity under the Credit Agreement) to ensure that the Credit Agreement
foresees that the Credit amount plus Hermes Loan and, if applicable, the Finnvera Balancing Loan (as defined in the Credit
Agreement) shall never exceed 80% of the Contract Price plus 100% of each of the Guarantee Premium, the Hermes Fee (as defined
in the Credit Agreement) and the Finnvera Balancing Premium (as defined in the Credit Agreement), if applicable.


 


4.2 Percentage of Cover and Residual Risk


 


The Percentage of Cover is 100%.


 






     


    8 (11)


    

 


For the sake of clarity, it is noted and
understood by the parties to this Guarantee Agreement that even though the Residual Risk carried by FEC is 0%, the Original Lender
shall issue the Residual Risk Guarantee. Pursuant to the issuance of the Residual Risk Guarantee the Original Lender will carry
a Residual Risk of 5% of the Guaranteed Receivables and 5% of the collection and enforcement expenses specified in Clause 11.1
of the General Conditions. Notwithstanding what has been stated above, if the Original Lender has made full payment to Finnvera
pursuant to the Residual Risk Guarantee, for the purposes of Clause 15 of the General Conditions only, the Residual Risk shall
be 5% for Commercial Risk and 5% for Political Risk.


 


For the avoidance of doubt, the Buyer Credit
Guarantee does not cover the Hermes Loan or the Finnvera Balancing Loan (as defined in the Credit Agreement).


 


5 Premium and Fees


 


5.1 Handling Fee


 


The Handling Fee for this Guarantee Agreement is EUR 20,000.
The Guarantee Holder shall pay the Handling Fee in the time and in the manner stipulated in the invoice issued by Finnvera.


 


5.2 Guarantee Premium


 


(I) The
Guarantee Premium will be paid on up-front flat basis on the actual amount of the Credit on the date of disbursement in
accordance with the grid as specified below (the “Pricing Grid”):


 





	 	Level 1	Level 2	Level 3	Level 4	Level 5
	BASIS 

FOR

PRICING	Senior 

Debt

Rating of

A- by

Standard

& Poor’s 

Or A3 By

Moody’s

(or higher)	Senior

Debt

Rating of

BBB+ by

Standard

& Poor's

Or Baa1

By 

Moody's	Senior

Debt

Rating of

BBB by

Standard

& Poor's

Or Baa2

By

Moody's.	Senior

Debt

Rating of

BBB- by

Standard

& Poor's

Or Baa3

By

Moody's.	Senior 

Debt

Rating

lower

than

Level  4
	Premium Rate	2.00%	2.25%	2.52%	2.83%	3.18%




 


The amount of the Guarantee Premium is
equal to the product of the percentage specified in the foregoing Pricing Grid listed below the Senior Debt Rating as of the Premium
Measurement Date (defined in the Credit Agreement to be the date falling 30 days prior to the date of the expected disbursement
of the Credit) and the principal amount of the FEC Loan in Dollars.


 


For purposes of the foregoing:


 


“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 of the Borrower arising under or in connection with the Credit Agreement as given by Moody’s
and S&P or (b) in the event the Borrower receives an actual unsecured senior debt rating (apart from an implied rating)
from Moody’s and/or S&P, such actual rating or ratings, as the case may be (and in such case the Senior Debt Rating shall
not be determined by reference to any implied senior debt rating from either agency). For purposes of the foregoing, (i) if
only one of S&P and Moody’s shall have in effect a Senior Debt Rating, the applicable Guarantee Premium shall be determined
by reference to the available rating; (ii) if neither S&P nor Moody’s shall have in effect a Senior Debt Rating,
the applicable Guarantee Premium will be set in accordance with Level 4 of the Pricing Grid, unless (A) the Borrower
has obtained from at least one of such agencies a private implied rating for its senior debt as of the Premium Measurement Date
or (B) having failed to obtain such private rating as of the Premium Measurement Date, the Borrower and Finnvera shall have
agreed within 10-days of the Premium Measurement Date on an alternative rating method, which agreed alternative shall apply for
the purposes of this Agreement; (iii) if the ratings established by S&P and Moody’s shall fall within different
levels, the applicable Premium Rate shall be based upon the higher rating unless such ratings differ by two or more levels, in
which case the applicable level will be deemed to be one level below the higher of such levels; and (iv) if S&P or Moody’s
shall change the basis on which ratings are established, each reference to the Senior Debt Rating announced by S&P or Moody’s,
as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.


 






     


    9 (11)


    

 


The Guarantee Premium shall be paid in
full on the date of the disbursement of the Credit.


 


Notwithstanding what is stated in Clause
4.1 of the General Conditions, the Guarantee Premium shall be paid by the Facility Agent, as defined in the Credit Agreement, directly
to Finnvera in accordance with the Credit Agreement. For the sake of clarity, the Guarantee Premium payment shall not therefore
be transferred through the Guarantee Holder’s account. Furthermore, it is understood by the parties to this Guarantee Agreement
that even though the payment shall be made in the aforementioned manner, the Guarantee Holder shall remain responsible for the
payment of the Guarantee Premium.


 


Finnvera does not in principle refund the
Guarantee Premium. However, in the event of voluntary prepayment all or part of the Credit prior to final maturity of the Credit,
Finnvera shall, subject to a request by the Guarantee Holder, partly refund the premium in accordance with the following principle:


 


0.8*d*b*c


 


b = the remaining average maturity of the Credit at the time
of the prepayment


 


c = the principal amount of the prepayment


 


d = the up-front flat Guarantee Premium converted into a per
annum based premium


 


Clarification of the formula:


 


- the '0.8' in the formula above refers to the fact that 20%
of the flat premium will be retained and will not be refundable


 


- the d in the formula above is derived as follows: Guarantee
Premium/6.25=d, where Guarantee Premium is the up-front flat premium and 6.25 is the average maturity of a loan with a 12 year
OECD repayment profile.


 


The Guarantee
Holder shall inform Finnvera of the Borrower’s intention to prepay the Credit and the request to partly refund the
Guarantee Premium promptly upon becoming aware of the same.


 


Any refund of the Guarantee Premium shall
be subject to (i) there not having been any claims for indemnification under the Buyer Credit Guarantee up to the date of
refund payment by Finnvera; and (ii) irrevocable release of Finnvera from any liability under the Guarantee Agreement in respect
of the portion of the Credit repaid. Finnvera shall pay the refundable portion of the Guarantee Premium to the Guarantee Holder
within 14 days after due receipt of the release letter, addressed to Finnvera.


 


The Guarantee Holder shall, promptly upon
receipt of the same, pay to the Borrower an amount equal to the refunded part of Guarantee Premium without any set-off or counterclaim.


 


5.3 Other Costs and Expenses


 


In the event that the Guarantee Holder
requests Finnvera’s consent and/or opinion to an amendment or a waiver under the Credit Documents, Finnvera has the right
to charge, in addition to the Handling Fee for such consent or opinion, reasonable costs and expenses incurred in evaluating and
complying with such request.


 






     


    10 (11)


    

 


The Guarantee Holder shall on behalf of
Finnvera charge the Borrower for:


 


		(i)	all reasonable out-of-pocket costs and expenses incurred by Finnvera in connection with possible
rearrangements of the Credit; and



 


		(ii)	all out-of-pocket costs and expenses relating to recovery procedures;



 


and in
each case promptly pay to Finnvera all such amounts received from the Borrower.


 


5.4 Payments Free and Clear of Deductions
or Withholdings


 


All payments to be made to or for the benefit
of Finnvera pursuant to the terms of this Guarantee Agreement shall be made free and clear of and shall be paid without any deductions
or withholdings whatsoever.


 


6 Language and Contact Information


 


All communication under this Guarantee Agreement shall be in
English and addressed as follows:


 


	The Guarantee Holder	KfW IPEX-BANK GmbH




 


	Address	Palmengartenstrasse 5-9

D-60325 Frankfurt am Main

Germany

Maritime Industries
	Telefax	+49 (69) 7431 3768
	email:	Celine.Brochard@kfw.de

    maritime-industries-administration@kfw.de
	With a copy to:	Credit Operations

Facsimile No.: +49 (69) 7431 2944




 


	Finnvera	Finnvera plc
	 	Large Corporates
	 	Pia Peltoniemi/Mikko Pitkänen
	 	P.O. Box 1010
	 	FI-00101 Helsinki
	 	Finland
	 	Telefax +358 29 460 2774
	 	Registered Domicile Kuopio, Finland
	 	Business ID 1484332-4




 


7 Execution


 


This Guarantee Agreement has been executed in two (2) original
copies, one for each party.


 


The Guarantee Holder shall return a signed
copy of this Guarantee Agreement to Finnvera not later than ___December 2019.


 


The Guarantee Holder hereby accepts and
agrees to the terms of this Guarantee Agreement and acknowledges further, that together with its copy of this Guarantee Agreement
it has received a copy of the General Conditions.


 


[Signatures to follow]


 






     


    11 (11)


    

 


Helsinki, ___ December 2019


 


Finnvera plc


 


	 	 	 
	Name:  	 	Name:  
	Title:	 	Title:



 


	 	 	 
	Place and Date	 	 




 


KfW IPEX BANK GmbH


 


	 	 	 
	(Duly signed by the Guarantee Holder)	 	(Duly signed by the Guarantee Holder)
	Name:	 	Name:
	Title:	 	Title:




 


Appendices


General Conditions for Buyer Credit Guarantees dated
1 March 2004 Handling Fee invoice


 






     


     


    





 


EXHIBIT H-2


Form of
Second Finnvera Guarantee


 






    147


    


    

 


Buyer Credit Guarantee Agreement
BC [ ]


 


Whereas Finnvera has decided to grant, in accordance with the
Act on the State’s Export Credit Guarantees (422/2001), the Buyer Credit Guarantee to the Guarantee Holder as security for
the Credit, therefore Finnvera and the Guarantee Holder have agreed on the following:


 


1 Definitions


 


The definitions set out in the General
Conditions for Buyer Credit Guarantees dated 1 March 2004 shall apply to this Guarantee Agreement, unless otherwise stated
herein. Capitalised terms used in this Guarantee Agreement shall have the following meanings:


 


		Borrower	Royal Caribbean Cruises Ltd., Liberia.



 


		Buyer	the Borrower.



 


	Buyer Credit Guarantee	 the buyer credit guarantee agreed upon herein.




 


	Contract Price	 the contract price under the Delivery Contract, being maximum EUR 1,715,000,000 including change orders and owner’s supply
items.




 


		Credit	Finnvera Balancing Loan made available or to be made available to the Borrower under the Credit
Agreement.



 


	Credit Agreement	the credit agreement entered into on ___ December 2019 between the Borrower, the Original Lender and the Guarantee
Holder acting as Facility Agent.




 


	Delivery Contract	the shipbuilding contract concerning the Export Transaction entered into on 28 June 2019 between the Exporter and the Buyer
(as amended from time to time).



 



	Delivery Date	the date of delivery and acceptance of the Vessel under the Delivery Contract estimated to take place on 8 May 2025.




 


	Export Transaction 	the purchase and delivery of the Vessel to be built by the Exporter in Finland.




 


		Exporter	Meyer Turku Oy, a company incorporated in Finland.



 


	Finnvera Balancing Lender	has the meaning given to it in the Credit Agreement.




 


	Finnvera Balancing Loan	has the meaning given to it in the Credit Agreement.




 


	Guarantee Holder	 KfW IPEX-Bank GmbH (for the benefit of itself as original Finnvera Balancing Lender and any new lender that will become a Finnvera
Balancing Lender under Section 11.11.1 of the Loan Agreement), a company incorporated in Germany.




 


	Guarantee Premium	the premium payable to Finnvera in accordance with Clause 5.1 below and calculated in accordance with the grid therein.




 






    1


    


    

 


		Hermes	Euler Hermes Aktiengesellschaft, Hamburg, acting in its capacity as representative of the Federal
Republic of Germany in connection with the issuance of export credit guarantees.



 


	Hermes Loan	the “Hermes Commitment Amount” and any subsequent “Hermes Loan” as such terms are defined in the Credit
Agreement.




 


	LIBO Rate	has the meaning given to it in the Credit Agreement.




 


	Pricing Grid	has the meaning given to it in Clause 5.1.




 


		Vessel	cruise vessel of approximately 242,900 GT with the Exporter ́s Hull number 1402.



 


2 Credit Purpose and Terms


 


2.1 Purpose


 


The purpose of the Credit shall be financing
of the Export Transaction and the Guarantee Premium.


 


2.2 Terms


 


The main terms of the Credit are as follows:


 


		Principal	The principal amount of the Finnvera Balancing Loan such amount not to exceed the aggregate of (a) the lesser of (i) the
USD equivalent of EUR 160,000,000 less 80% of the Eligible German Content Amount (if any) and (ii) the USD equivalent of EUR
160,000,000 less 5% of the aggregate commitments of the Lenders under the Credit Agreement; and (b) 100% of the Guarantee
Premium.



 


The portion of the Credit for the purpose to finance
the Guarantee Premium under Finnvera Balancing Loan shall, however, not exceed the lower of (i) the actual Guarantee Premium
to be determined and be paid by the Borrower in accordance with Clause 5.1, and (ii) the Guarantee Premium determined by using
the percentage specified in level 3 of the Pricing Grid.


 


		Disbursement	The Credit shall be disbursed in one lump sum two (2) business days prior to the Expected
Delivery Date (as defined in the Credit Agreement).



 


		Repayment	The Credit shall be repaid in twenty-four (24) equal consecutive semi-annual instalments, the first
instalment being due six (6) months from the date the Credit is disbursed.



 


		Interest	(a) German CIRR Rate not higher than 3.69% or lower than 3.29% as determined in accordance with the Credit Agreement plus
the applicable Margin of 0.20% p.a. or 0.20% p.a. to 0.50% p.a. (as the case may be); or (b) LIBO Rate plus a margin of 0.85%;
and if the LIBO Rate is less than zero, it shall be deemed to be zero



 


	Default interest	Interest plus 3% p.a.




 






    2


    


    

 


2.3 Security and Special Terms


 


2.3.1 Security


 


The Guarantee Holder shall ensure that
the Credit Agreement provides that the Borrower will not, and will not permit any of its subsidiaries to, create, incur, assume
or suffer to exist any Lien (as defined in the Credit Agreement) upon any of its property, revenues or assets whether now owned
or hereafter acquired, other than as permitted pursuant to the terms of the Credit Agreement.


 


The Guarantee Holder shall ensure that
any future security (if any) to be provided for the Borrower’s obligations under the Credit Agreement shall secure the Borrower ́s
outstanding obligations on pro rata pari passu –basis between theLenders (as defined in the Credit Agreement).


 


2.3.2 Covenants, undertakings and events of default


 


The Credit Documents shall contain covenants,
undertakings and events of default customary to this type of financing.


 


The Credit
Documents shall contain at least the following financial covenants which shall apply to the Borrower and its subsidiaries
on a consolidated basis and shall be measured on a quarterly basis.


 


The Borrower will not permit:


 


		(i)	the Net Debt to Capitalization Ratio (each as defined in the
Credit Agreement) as at the end of any Fiscal Quarter (as defined in the Credit Agreement) to be greater than 0.625:1;



 


		(ii)	the Fixed Charge Coverage Ratio (as defined in the Credit
Agreement) 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 (as defined in Clause 5.2) of the Borrower is less than Investment Grade (as defined in
the Credit Agreement) as given both Moody ́s (as defined in the Credit Agreement) and S&P (as defined in the Credit Agreement),
the Borrower will not permit Stockholders' Equity (as defined in the Credit Agreement) to be less than, as at the last day
of any Fiscal Quarter, the sum of (I) USD 4,150,000,000 plus (II) 50% of the consolidated net income of the Borrower
and its subsidiaries for the period commencing on 1 January 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).


 


3 Applicable Conditions


 


3.1 General Conditions


 


The General Conditions shall apply to the
Buyer Credit Guarantee. The parties hereto accept the provisions of the General Conditions as part of this Guarantee Agreement
with the same force and effect as they were fully set forth herein subject to exceptions and amendments set out in this Guarantee
Agreement. In the event of any inconsistency between this Guarantee Agreement and the General Conditions, the terms of this Guarantee
Agreement shall prevail.


 


3.1.1 Clarification of Clause 16.2 c)


 


Notwithstanding what is stated in Clause
16.2 c) of the General Conditions, Finnvera shall not be released from liability to pay indemnification although the Guarantee
Holder has disclosed to Finnvera false or misleading information, provided that such information was sourced from a third party
and conforms to that received by the Guarantee Holder, and provided further that the Guarantee Holder has proven, to the reasonable
satisfaction of Finnvera, that the Guarantee Holder has diligently and carefully assessed the adequacy and accuracy of such information
upon receipt and before disclosing the same to Finnvera.


 






    3


    


    

 


3.1.2 Clarification
of Clause 19


 


Notwithstanding what is stated in Clause
19 of the General Conditions and pursuant to the Act on the State-Owned Specialist Financing Company (443/1998) payments owing
to Finnvera in connection with credits, guarantees or other contingent liabilities provided by Finnvera and any default interest
on such payments may be recovered by way of distraint without judgment or decision, as provided in the Act on Execution of Taxes
and Fees (706/2007 as amended).


 


3.1.3 Clarification of Clause 21.2


 


In addition to, what has been stated in
Clause 21.2 of the General Conditions, Finnvera reserves a right, at its sole discretion to reinsure from a third party in part
or wholly the risk related to this Buyer Credit Guarantee. It is expressly acknowledged by the Guarantee Holder that it shall ensure
that the Credit Documents conform to the extent necessary with the above requirement. It is further acknowledged that such reinsurer
may seek reinsurance for its obligations.


 


3.2 Special Conditions


 


3.2.1 Know Your Customer -checks


 


The Guarantee Holder shall perform and
comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in
relation to the financing of the Export Transaction and become satisfied with such findings and results accordingly. The Guarantee
Holder shall notify Finnvera if carrying out such checks in relation to the Credit it becomes aware of any such thing that could
have an adverse effect to the financing of the Export Transaction or that might have a negative impact on Finnvera or FEC.


 


3.2.2 Decisions,
Amendments and Waivers


 


Where the Guarantee Holder (acting in any
capacity) receives a request for any material amendment, consent or waiver under the Credit Documents, the Guarantee Holder shall
ask Finnvera’s consent in respect of any such material amendment, consent or waiver (which consent shall not be unreasonably
withheld or delayed). Finnvera is entitled to instruct the Guarantee Holder and the Finnvera Balancing Lenders how to exercise
their rights regarding the Credit under the Credit Documents. The Guarantee Holder and the Finnvera Balancing Lenders shall comply
with the written instructions and notices given by Finnvera and shall not exercise any rights under the Credit Documents in a manner
inconsistent with such written instructions and notices of Finnvera, provided that any such instruction do not oblige the Guarantee
Holder or the Finnvera Balancing Lenders to act outside of or contrary to or in breach of their obligations under or the powers
and authority conferred on them (acting in any capacity) under the Credit Documents. For avoidance of doubt, nothing in this Clause
3.2.2 shall affect the obligations of the Guarantee Holder under Clause 4.2 of the General Conditions.


 


3.2.3 Conformity of Credit Agreement


 


The Guarantee Holder shall ensure that
the Credit Agreement conforms to this Guarantee Agreement at the time of execution of the Credit Agreement and the Guarantee Holder
shall be liable for such inconsistencies that may arise between this Guarantee Agreement and the Credit Agreement.


 






    4


    


    

 


3.2.4 Disbursement


 


Notwithstanding Clause 4.7 of the General
Conditions, funds may be disbursed as set forth in Section 2.5 of the Credit Agreement.


 


3.2.5 Costs and Expenses


 


The Guarantee Holder shall on behalf of
Finnvera charge from the Borrower all out-of pocket cost and expenses (including but not limited to legal fees) incurred by Finnvera
in connection with the preparation, negotiation and execution of the Buyer Credit Guarantee and this Guarantee Agreement, the Credit
Documents and any related document and/or instrument.


 


3.2.6 Material Increase of Risk


 


Pursuant
to Clause 6.1 of the General Conditions Finnvera shall be entitled to act and take certain measures as described in such Clause
6.1 in case the risk of Loss has materially increased as compared against the circumstances prevailing at the time of issuing the
Guarantee Agreement. Notwithstanding the provisions of Clause 6.1 of the General Conditions, the following shall apply:


 


		(a)	for the period prior to disbursement of the Credit, the risk of Loss
will have been deemed to have materially increased since the date of issuing the Guarantee Agreement only if there occurs a material
adverse change in the financial condition of the Borrower or other material adverse event or circumstance which is likely, in the
reasonable opinion of Finnvera, to result in the Borrower being unable to perform its payment obligations in relation to the Credit
as they fall due. In measuring the financial condition of the Borrower in the sense of its ability to repay the Credit,
the fulfilment of the financial covenants set forth in Clause 2.3.2 hereinbefore shall be taken into account. In the circumstances
referred to in this Clause 3.2.10 (a), the Guarantee Holder and Finnvera shall discuss with the Borrower in good faith and within
a reasonable time period with a view to determining measures that might be taken by the Borrower, then or in the future, to eliminate
these circumstances. The type of measures to be taken in order to avoid or limit the Loss and the decisions in relation to such
measures shall be determined in accordance with Clause 6.1. of the General Conditions; and



 


		(b)	for the period following disbursement of the Credit, Finnvera shall, when exercising its rights
under Clause 6.1. of the General Conditions, not have the right to decide on acceleration of the Credit or other measures unless
acceleration or such other measures are permitted in accordance with the terms contained in the Credit Agreement.  In no event
shall Clause 6.1 of the General Conditions grant to Finnvera or any Lender any right or remedy against the Borrower other than
as set forth in the Credit Documents.



 


3.2.7 Confidentiality


 


The following shall be added at the end of Clause 21.1 of the
General Conditions: “, in which case Finnvera shall require a confidentiality undertaking from any such external adviser
if such adviser is not bound by sufficient confidentiality obligation under the law.”


 






    5


    


    

 


4 Limits of Finnvera’s Liability


 


4.1 Guaranteed Receivables


 


Finnvera’s liability to pay any indemnification
under the Buyer Credit Guarantee is limited to the Guaranteed Receivables. To prevent uncertainty, the Buyer Credit Guarantee does
not cover any other payment obligations arising under or in connection with the Credit Documents than the Guaranteed Receivables
or those specified in Clause 11.1 of the General Conditions. Subject to Clause 10 of the General Conditions, the Guaranteed Receivables
are the following receivables under the Credit:


 


		Principal	The principal amount of the Finnvera Balancing Loan such amount not to exceed the aggregate of (a) the lesser of (i) the
USD equivalent of EUR 160,000,000 less 80% of the Eligible German Content Amount (if any) and (ii) the USD equivalent of EUR
160,000,000 less 5% of the aggregate commitments of the Lenders under the Credit Agreement; and (b) 100% of the Guarantee
Premium.



 


The portion of the Credit for the purpose to finance
the Guarantee Premium under Finnvera Balancing Loan shall, however, not exceed the lower of (i) the actual Guarantee Premium
to be determined and be paid by the Borrower in accordance with Clause 5.1, and (ii) the Guarantee Premium determined by using
the percentage specified in level 3 of the Pricing Grid.


 


		Interest	(a) German CIRR Rate not higher than 3.69% or lower than 3.29% as determined in accordance
with the Credit Agreement plus the applicable Margin of 0.20% p.a. or 0.20% p.a. to 0.50% p.a. (as the case may be); or (b) LIBO
Rate plus a margin of 0.85%; and if the LIBO Rate is less than zero, it shall be deemed to be zero



 


	Default interest	Interest plus 2% p.a.




 


4.2 Percentage of Cover and Residual Risk


 


The Percentage of Cover is:


 


		Commercial Risk	 95%



 


		Political Risk	 95%



 


For the avoidance of doubt, the Buyer Credit
Guarantee does not cover the Hermes Loan or the FEC Loan (as defined in the Credit Agreement).


 


5 Premium and Fees


 


5.1 Guarantee Premium


 


(I) The
Guarantee Premium will be paid on up-front flat basis on the actual amount of the Credit on the date of disbursement in
accordance with the grid as specified below (the “Pricing Grid”):


 


	 	Level 1	Level 2	Level 3	Level 4	Level 5
	BASIS FOR PRICING	Senior Debt Rating of  A- by Standard & Poor’s Or A3 By Moody’s (or higher)	Senior Debt Rating of BBB+ by Standard & Poor's Or Baa1 By Moody's	Senior Debt Rating of  BBB by Standard & Poor's Or Baa2 By Moody's.	Senior Debt Rating of BBB- by Standard & Poor's Or Baa3 By Moody's.	Senior Debt Rating lower than Level  4
	Premium Rate	2.00%	2.25%	2.52%	2.83%	3.18%




 






    6


    


    

 


The amount of the Guarantee Premium is
equal to the product of the percentage specified in the foregoing Pricing Grid listed below the Senior Debt Rating as of the Premium
Measurement Date (defined in the Credit Agreement to be the date falling 30 days prior to the date of expected disbursement of
the Credit) and the principal amount of the Finnvera Balancing Loan in Dollars.


 


For purposes of the foregoing:


 


“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 of the Borrower arising under or in connection with the Credit Agreement as given by Moody’s
and S&P or (b) in the event the Borrower receives an actual unsecured senior debt rating (apart from an implied rating)
from Moody’s and/or S&P, such actual rating or ratings, as the case may be (and in such case the Senior Debt Rating shall
not be determined by reference to any implied senior debt rating from either agency). For purposes of the foregoing, (i) if
only one of S&P and Moody’s shall have in effect a Senior Debt Rating, the applicable Guarantee Premium shall be determined
by reference to the available rating; (ii) if neither S&P nor Moody’s shall have in effect a Senior Debt Rating,
the applicable Guarantee Premium will be set in accordance with Level 4 of the Pricing Grid, unless (A) the Borrower
has obtained from at least one of such agencies a private implied rating for its senior debt as of the Premium Measurement Date
or (B) having failed to obtain such private rating as of the Premium Measurement Date, the Borrower and Finnvera shall have
agreed within 10-days of the Premium Measurement Date on an alternative rating method, which agreed alternative shall apply for
the purposes of this Agreement; (iii) if the ratings established by S&P and Moody’s shall fall within different
levels, the applicable Premium Rate shall be based upon the higher rating unless such ratings differ by two or more levels, in
which case the applicable level will be deemed to be one level below the higher of such levels; and (iv) if S&P or Moody’s
shall change the basis on which ratings are established, each reference to the Senior Debt Rating announced by S&P or Moody’s,
as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.


 


The Guarantee Premium shall be paid in
full on the date of the disbursement of the Credit.


 


Notwithstanding what is stated in Clause
4.1 of the General Conditions, the Guarantee Premium shall be paid by the Facility Agent, as defined in the Credit Agreement, directly
to Finnvera in accordance with the Credit Agreement. For the sake of clarity, the Guarantee Premium payment shall not therefore
be transferred through the Guarantee Holder’s account. Furthermore, it is understood by the parties to this Guarantee Agreement
that even though the payment shall be made in the aforementioned manner, the Guarantee Holder shall remain responsible for the
payment of the Guarantee Premium.


 


Finnvera does not in principle refund the
Guarantee Premium. However, in the event of voluntary prepayment all or part of the Credit prior to final maturity of the Credit,
Finnvera shall, subject to a request by the Guarantee Holder, partly refund the premium in accordance with the following principle:


 


0.8*d*b*c


 


b = the remaining average maturity of the Credit at the time
of the prepayment


 


c = the principal amount of the prepayment


 


d = the up-front flat Guarantee Premium converted into
a per annum based premium


 


Clarification of the formula:


 


- the '0.8' in the formula above refers to the fact that
20% of the flat premium will be retained and will not be refundable


 


- the d in the formula above is derived as follows: Guarantee
Premium/6.25=d, where Guarantee Premium is the up-front flat premium and 6.25 is the average maturity of a loan with a 12 year
OECD repayment profile.


 






    7


    


    

 


The Guarantee
Holder shall inform Finnvera of the Borrower’s intention to prepay the Credit and the request to partly refund the
Guarantee Premium promptly upon becoming aware of the same.


 


Any refund of the Guarantee Premium shall
be subject to (i) there not having been any claims for indemnification under the Buyer Credit Guarantee up to the date of
refund payment by Finnvera; and (ii) irrevocable release of Finnvera from any liability under the Guarantee Agreement in respect
of the portion of the Credit repaid. Finnvera shall pay the refundable portion of the Guarantee Premium to the Guarantee Holder
within 14 days after due receipt of the release letter, addressed to Finnvera.


 


The Guarantee Holder shall, promptly upon
receipt of the same, pay to the Borrower an amount equal to the refunded part of Guarantee Premium without any set-off or counterclaim.


 


5.2 Other Costs and Expenses


 


In the event that the Guarantee Holder
requests Finnvera’s consent and/or opinion to an amendment or a waiver under the Credit Documents, Finnvera has the right
to charge, in addition to the Handling Fee for such consent or opinion, reasonable costs and expenses incurred in evaluating and
complying with such request.


 


The Guarantee Holder shall on behalf of
Finnvera charge the Borrower for:


 


		(i)	all reasonable out-of-pocket costs and expenses incurred by Finnvera in connection with possible
rearrangements of the Credit; and



 


		(ii)	all out-of-pocket costs and expenses relating to recovery procedures;



 


and in each case promptly pay to Finnvera
all such amounts received from the Borrower.


 


5.3 Payments Free and Clear of Deductions
or Withholdings


 


All payments to be made to or for the benefit
of Finnvera pursuant to the terms of this Guarantee Agreement shall be made free and clear of and shall be paid without any deductions
or withholdings whatsoever.


 


6 Language and Contact Information


 


All communication under this Guarantee Agreement shall be in
English and addressed as follows:


 


	The Guarantee Holder 	KfW IPEX-BANK GmbH







		Address	Palmengartenstrasse 5-9

D-60325 Frankfurt am Main

Germany



Maritime Industries


		Telefax	+49 (69) 7431 3768






	email:	Celine.Brochard@kfw.de







maritime-industries-administration@kfw.de


	With a copy to:	Credit Operations







Facsimile No.: +49 (69) 7431 2944


 






    8


    


    

 


	Finnvera	Finnvera plc




Large Corporates


Pia Peltoniemi/Mikko Pitkänen


P.O. Box 1010


FI-00101 Helsinki


Finland


Telefax +358 29 460 2774


Registered Domicile Kuopio, Finland


Business ID 1484332-4


 


7 Execution


 


This Guarantee Agreement has been executed in two (2) original
copies, one for each party.


 


The Guarantee Holder shall return a signed
copy of this Guarantee Agreement to Finnvera not later than ___ 20[    ].


 


The Guarantee Holder hereby accepts and
agrees to the terms of this Guarantee Agreement and acknowledges further, that together with its copy of this Guarantee Agreement
it has received a copy of the General Conditions.


 


[Signatures to follow]


 






    9


    


    

 


Helsinki, ___ 20[    ]


 


Finnvera plc


  


	 	 	 
	Name: 	Name:
	Title: 	Title:
	 
	 	 	 
	Place and Date
	 
	KfW IPEX BANK GmbH
	 
	 	 	 
	(Duly signed by the Guarantee Holder)     	 	(Duly signed by the Guarantee Holder)
	Name:    	Name:
	Title:    	Title:




 


Appendices


General Conditions for Buyer Credit Guarantees dated 1 March 2004


 






    10


    


    

 



 


EXHIBIT I

Form of Option A Refinancing Agreement


 






    148


     


    

 





 


	REFINANZIERUNGSVERTRAG

         

        vom
___. [Ÿ]

         

        zwischen der

         

        KfW

        Frankfurt am Main

         

        vertreten durch die

         

        KfW IPEX-Bank GmbH

        Frankfurt am Main

         

        ("KfW")

         

        und der

         

        [Ÿ]

         

        ("Bank")

         

        im Zusammenhang

        mit der Finanzierung

         

        von Komponenten zum Bau eines Kreuzfahrtschiffes
mit ca. 242.900 gt (Bau-Nr. 1402) im Bau bei Meyer Turku Oy, Turku, Finnland

         

        für

Royal Caribbean Cruises Ltd., Liberia

         

        Zinsausgleichsgarantie Nr. 5.19

         
	REFINANCING
        AGREEMENT

         

        dated
___ [Ÿ]

         

        between

         

        KfW

        Frankfurt am Main

         

        represented by

         

        KfW IPEX-Bank
        GmbH

        Frankfurt am Main

         

        ("KfW")

         

        and

         

        [Ÿ]

         

        ("Bank")

         

        on the financing of

         

         

        components for one cruise vessel
with approx. 242,900 gt with hull no. 1402 to be built at Meyer Turku Oy, Turku, Finland

         

        for

Royal Caribbean Cruises Ltd., Liberia

         

        Interest Make-up Guarantee no
5.19

         



 






     


     


    

 


	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19




 





	
        Übersicht

         

        1    Präambel

         

        2    Daten
        des Bau- und Kreditvertrages, sowie der Refinanzierung

         

        3    Allgemeine
        Bedingungen

         

        4    Betrag und Verwendungszweck

         

        5    Auszahlung
und Auszahlungsvoraussetzungen

         

        6    Zinsen,
        Gebühren und Berechnung

         

        7    Rückzahlung
        und vorzeitige Rückzahlung; Anpassung des Refinanzierungs-Zinssatzes

         

        8    Sicherheiten

         

        9    Auskunftspflichten
        und Prüfungsrechte

         

        10  Kündigung

         

        11  Erklärungen

         

        12  Sonstige
        Regelungen

         

        Anlage 1:    Abrufformular

         

        Anlage 2:    Liste der subventionserheblichen Tatsachen für
        die Gewährung von Zinsausgleichsgarantien im Zusammenhang mit Absatzfinanzierungen für Schiffe

         

        Anlage 3:    Allgemeine Bedingungen für den Zinsausgleich bei chiffsfinanzierungen zum CIRR („AGB")
	
        Overview

         

        1     Preamble

         

        2    Shipbuilding
        Contract, Loan Agreement and Refinancing data

         

        3     General
        Terms and Conditions

         

        4     Amount
        and purpose

         

        5    Disbursement
        and conditions precedent to disbursement

         

        6     Interest,
        charges and calculation

         

        7    Repayment
and prepayment; adjustment of the Refinancing Interest Rate

         

         

        8    Collateral

         

        9    Duty
        to inform and right to inspect

         

        10  Termination

         

        11  Representations

         

        12  Other
        regulations

         

        Annex 1:    Disbursement Request
        Form

         

        Annex 2:    List of facts relevant
        to subsidies pertaining to the provision of Interest Make-up Guarantees in connection with ship financing at the CIRR

         

         

        Annex 3:    General
Terms and Conditions for Interest Make-up in Ship Financing Schemes at the CIRR
	


                                                                                 

                                                                                 

                                                                                3
 
 

5
 

8
 

8
 
 

9
 

10
 
 

13
 



16
 

16
 

17
 

17
 

18
 
 20
 
 
 
 
 21
 
 
 22





 












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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 


	
        1       Präambel

         

        Die Bundesrepublik Deutschland („Bund“),
        vertreten durch das Bundesministerium für Wirtschaft und Energie und das Bundesministerium der Finanzen, hat zur Unterstützung
        der Wettbewerbsfähigkeit deutscher Werften im Jahre 2008 das Schiffs-CIRR-Programm („Schiffs-CIRR-Programm“),
        ein Festsatz-Zinsaus-gleichssystem, eingeführt.

         

        Der Bund gewährt Kreditinstituten
        für einen Teil des Zinsrisikos bei der Refinanzierung von CIRR-Krediten eine Zinsausgleichsgarantie („Zinsausgleichsgarantie“),
        die nach Maßgabe der „Richtlinien für die Übernahme von Gewährleistungen zur Absicherung des Zinsrisikos
        bei der Refinanzierung von CIRR-Krediten für den Bau von Schiffen (Zinsausgleichsgarantien)“ sowie der zugehörigen
        Allgemeinen Bedingungen für den Zinsausgleich bei Schiffsfinanzierungen zum CIRR („AGB“) abgewickelt wird.

         

        Die KfW vertritt den Bund als Mandatar
        und hat ihrerseits die Marktfolge der KfW IPEX-Bank GmbH („IPEX“) mit der Abwicklung des Schiffs-CIRR-Programms beauftragt.

         

        Am
        oder um den Tag dieses Vertrages tritt die Bank als neuer Kreditgeber zusammen mit weiteren Banken einem am [Ÿ]
        abgeschlossenen Kreditvertrag (nachfolgend inklusive Nachträge der „Kreditvertrag“) mit KfW IPEX-Bank GmbH als
        Facility Agent und ursprünglichem Kreditgeber bei und gewährt dem Kreditnehmer ca. [Ÿ]
        % des in Ziffer 2.2 näher bezeichneten Kredites zur Finanzierung der Hermes Tranche und, soweit anwendbar, der Finnvera- Ausgleichstranche
        unter dem Kreditvertrag (dort als „Hermes Loan“ bzw. „Finnvera Balancing Loan“ definiert) über insgesamt
        EUR [164.200.000] („Kredit“). Der Kredit dient ausschließlich der Finanzierung des nachfolgend näher
        bezeichneten Schiffbauprojektes.

         

        Der Kredit ist unter anderem besichert
        durch Finanzkreditdeckungen der Bundesrepublik Deutschland („Hermes-Deckung“) und der Republik Finnland („Zweite
        Finnvera-Deckung“).

         

        Nach Maßgabe von Ziff. 1.2.1. der
        AGB vereinbaren die Bank und die KfW folgendes:

         
	
        1       Preamble

         

        The Federal Republic of Germany („Federal
        Republic“), represented by the Federal Ministry for Economic Affairs and Energy and by the Federal Ministry of Finance, implemented
        in 2008 the Shipping-CIRR programme (“Shipping-CIRR Programme”), an interest make-up scheme, to support the competitiveness
        of German yards.

         

        The Federal Republic grants financial institutions
        an interest make-up guarantee to cover a portion of the interest rate risk involved in refinancing CIRR loans (“Interest
        Make-up Guarantee”), which is provided in accordance with the guidelines for the assumption of guarantees to hedge the interest
        rate risk associated with the refinancing of CIRR shipbuilding loans (interest make up guarantees) and with the related general
        terms and conditions for interest rate make-up in ship financing schemes at the CIRR (“General Terms”).

         

        KfW is acting as mandatary of the Federal
        Republic and has for its part assigned the back offices of KfW IPEX-Bank GmbH (“IPEX”) to handle the Shipping-CIRR
        Programme.

         

        On
or about the date thereof, the Bank will accede as new lender together with other banks to a loan agreement dated [Ÿ]
with KfW IPEX-Bank GmbH being the facility agent and the original lender (hereinafter, including addenda, the “Loan Agreement”)
and will grant the borrower approximately [Ÿ] per cent of the loan to finance the Hermes tranche and, if applicable, the Finnvera
balancing tranche under the Loan Agreement (therein defined as “Hermes Loan” and “Finnvera Balancing Loan”
respectively) and described in more detail in Section 2.2 for a total of EUR [164,200,000] (“Loan”). The
sole purpose of this Loan is to finance the shipbuilding project described in more detail below.

         

        The Loan will be – inter alia –
        secured by Finance Credit Covers of the Federal Republic of Germany (“Hermes Cover”) and of the Republic of Finland
        (“Second Finnvera Cover”).

         

        In accordance with Section 1.2.1.
of the General Terms the Bank and KfW hereby agree as follows:



 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 


	2	Daten des Schiffbau- und Kreditvertrages sowie der
Refinanzierung	2	Shipbuilding Contract, Loan Agreement and Refinancing
data
	2.1	Daten des Schiffbauvertrages	2.1	Shipbuilding
Contract data
	
        2.1.1
	Verkäufer / Schiffbauunternehmen: 



Meyer Turku Oy, Turku, Finnland 	2.1.1	Seller / Shipbuilder:



Meyer Turku Oy, Turku, Finland 
	
        2.1.2
	Datum des Schiffbauvertrages:



28. Juni 2019, in jeweils geltender Fassung 	2.1.2	Date of the Shipbuilding Contract:



28 June 2019, as amended from time to time 
	2.1.3	Auftragswert:



EUR 1.715.000.000 	2.1.3	Contract Value: 



EUR 1,715,000,000 
	2.1.4	Zahlungsbedingungen:



gemäß Schiffbauvertrag 	2.1.4	Payment Terms: 

 

according to Shipbuilding Contract 
	2.1.5	Käufer / Besteller: 



Royal Caribbean Cruises Ltd., Liberia 	2.1.5	Customer / Buyer: 

 

Royal Caribbean Cruises Ltd., Liberia 
	2.1.6	Gegenstand des Schiffbauvertrages:



Bau und Ablieferung eines Kreuzfahrtschiffes mit ca. 242.900 gt (Bau-Nr. 1402) 	2.1.6	Object of the Shipbuilding Contract: 

 

construction and delivery of one cruise vessel with approx. 242,900 gt with hull no. 1402 
	2.1.7	Voraussichtliche Ablieferung:



8. Mai 2025 	2.1.7	Scheduled Date of Delivery: 

 

8 May 2025 


 






    Seite 4 von 20


     


    

 





	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 


	2.2	Daten des Kreditvertrages	2.2	Loan Agreement data:
	2.2.1	Kreditnehmer:



Royal Caribbean Cruises Ltd. 	2.2.1	Borrower: 



Royal Caribbean Cruises Ltd. 
	2.2.2	Kreditwährung: 



United States Dollars (“USD”) 	2.2.2	Loan Currency: 

 

United States Dollars (“USD”) 
	2.2.3	Finanzierungsstruktur (Hermes Loan und Finnvera Balancing Loan): 

 

bis zu EUR[160.000.000] für 80% des Auftragswertes für deutsche Komponenten zzgl. 100 % des Euler-Hermes Entgeltes 	2.2.3	Financing Structure (Hermes Loan and Finnvera Balancing Loan): 



up to EUR [160,000,000.00] for 80% of Contract Value for German components plus 100 % of Euler-Hermes Fee 
	2.2.4	Kreditbetrag (Hermes Loan und Finnvera Balancing Loan): 

 

USD-Gegenwert von bis zu EUR[164.200.000]	2.2.4	Loan Amount (Hermes Loan and Finnvera Balancing Loan): 

 

equivalent in USD of up to EUR [164,200,000]
	2.2.5	Auszahlungsprofil:



In einem Betrag bis zu zwei Bankarbeitstage vor Ablieferung (der ,,Auszahlungstag“) 	2.2.5	Disbursement Profile:



In one amount up to two Business Days prior to Delivery (the “Utilisation Date”)
	2.2.6	Ende der Auszahlungsfrist: 



2. Februar 2026 	2.2.6	End of the Disbursement Period:



2 February 2026 
	2.2.7	Kreditlaufzeit / Tilgungsprofil:



ca. 17 Jahre Laufzeit / Rückzahlung in 24 gleich hohen Halbjahresraten (12 Jahre), beginnend 6 Monate nach dem Auszahlungstag 	2.2.7	Loan Term / Repayment Profile: 



term of about 17 years / repayment in 24 equal consecutive semi-annual instalments (12 years); starting 6 months after the Utilisation Date 
	2.2.8	Fälligkeit und Kalkulationsbasis der Zinsen:



Zinsen sind nachschüssig zahlbar am Ende der jeweiligen Zinsperiode (6 Monate); act/360	2.2.8	Maturity and calculation basis of the Interest:



Interest payable in arrears at end of respective Interest Period (6 months); act/360



 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 


 


	2.3	Daten der Zinsausgleichsgarantie und der Refinanzierung	2.3	Interest Make-up Guarantee and Refinancing data
	2.3.1	Anteil der Bank am Kreditbetrag:



USD-Gegenwert von bis zu EUR[l] 	2.3.1	Share of the Bank in the Loan
Amount:



equivalent in USD of up to EUR [l]
	2.3.2	Maßgeblicher CIRR-Satz:



zwischen 3,29 % und 3,69 % p.a.



- der Maßgebliche CIRR-Satz wird vom Bund nach eigenem Ermessen spätestens zum Spätesttermin festgelegt - 	2.3.2	Applicable CIRR rate:



range between 3.29 % and 3.69 % p.a.

  

- Applicable CIRR rate to be determined by the Federal Republic in its own discretion by the Latest Date – 
	2.3.3	Verwaltungskostenpauschale (,,VWK“):



0,20 % p.a., soweit vom Bund nicht anderweitig festgesetzt (maximal 0,50 % p.a.)	2.3.3	Fee for Administrative Expenses (“VWK”):



0.20 % p.a., unless not otherwise determined by the Federal Republic (maximum 0.50 % p.a.)
	2.3.4	Marge der KfW (gem. Ziffer 1.2.1.2.
Satz 2 AGB) (,,KfW-Marge“):



[l] % p.a. 	2.3.4	Margin of KfW (pursuant to section 1.2.1.2. sentence 2 General Terms) (,,KfW Margin“):



[l] % p.a. 
	2.3.5	Refinanzierungs-Zinssatz:



Maßgeblicher CIRR-Satz abzüglich VWK zzgl. KfW-Marge	2.3.5	Refinancing Interest Rate:



the Applicable CIRR-rate less VWK plus KfW Margin
	2.3.6	Datum des Antrages der IPEX auf Zinsausgleichsgarantie:



3. September 2019 	2.3.6	Date of application by IPEX for the Interest Make-up Guarantee:



3 September 2019
	2.3.8	Spätesttermin gemäß Ziffer 7.2. AGB:



60 Tage vor dem Auszahlungstag	2.3.8	Latest Date pursuant to section 7.2. General Terms:



60 days prior to the Utilisation Date 



 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 





	
        3         
        Allgemeine Bedingungen

         

        Sofern in diesem Vertrag keine anders lautenden
        Bestimmungen enthalten sind, gelten die als Anlage 3 beigefügten AGB. Mit der Geltung der AGB erklärt sich die Bank mit
        Unterzeichnung dieses Vertrages ausdrücklich einverstanden. Die Bank hat auch zur Kenntnis genommen, dass der Zinsausgleich
        der Höhe nach auf maximal 12 % jährlich begrenzt ist (Ziff. 1.1. Satz 4 AGB) und die Bank verpflichtet ist, der KfW etwaige
        diesen Höchstbetrag übersteigende Zinsdifferenzen zu erstatten.

         

        Änderungen und Ergänzungen dieses
        Vertrages sowie Erklärungen und Mitteilungen aufgrund dieses Vertrages bedürfen der Schriftform.

         

        4          
        Betrag und Verwendungszweck

         

        4.1       Die KfW räumt der Bank einen Refinanzierungskredit („Refinanzierungskredit“) in Höhe des Kreditbetrages
gem. Ziff. 2.3.1 ein. Inanspruchnahmen unter dem Refinanzierungskredit dienen der Refinanzierung des unter Ziff. 2.2 genannten
Kreditvertrages der Bank, den diese an den Kreditnehmer herauslegt und für den im Rahmen des Schiffs-CIRR-Programms eine
Garantie übernommen wurde.

         

         

         

        4.2      
        Die Bank verwaltet ihren Kredit einschließlich aller Sicherheiten auf eigene Kosten und im eigenen Namen. Bei der
        Kreditvergabe und Kreditverwaltung einschließlich Einziehung der Kreditforderungen und bei der Sicherheitenverwaltung und
        –verwertung einschließlich der Wahrnehmung der Rechte, Pflichten und Obliegenheiten aus Exportkreditversicherungen
        des Bundes handelt die Bank mit banküblicher Sorgfalt. Die Weisungen des Bundes und die Bedingungen der Hermes-Deckung wird
        die Bank beachten.

         

         
	
        3         
        General Terms and Conditions

         

        Insofar as this refinancing agreement (“Agreement”)
        does not contain any provisions stating otherwise, the General Terms (attached as Annex 3) will apply. By signing this Agreement
        the Bank expressly declares its consent to the validity of the General Terms. The Bank has also taken note of the fact that the
        Interest Make-up is limited to a maximum rate of 12 % p.a. (Section 1.1. sentence 4 of the General Terms) and that the Bank is
        obligated to reimburse to KfW any differences in interest rates beyond this maximum limit.

         

        Amendments or addenda to this Agreement
        and any statements and notices delivered under this Agreement must be in writing.

         

        4          Amount
        and purpose

         

        4.1      
        KfW grants the Bank a refinancing loan (“Refinancing Loan”) in an amount equal to the Loan Amount stated in
        Section 2.3.1. The funds utilized under the Refinancing Loan serve to refinance the Bank`s Loan Agreement stated in Section 2.2,
        which the Bank concluded with the Borrower and for which a guarantee has been issued under the Shipping-CIRR Programme.

         

        4.2     
        The Bank administers its Loan including all collateral at own expense and on its own behalf. In granting and administering
        the Loan, including the collection of loan receivables, and in administering and enforcing collateral, including the exercise of
        rights, obligations and responsibilities in connection with the Federal Republic`s export credit insurance scheme, the Bank will
        act with the care customary in banking practice. The Bank will comply with the instructions of the Federal Republic and the conditions
        of the Hermes Cover.

         

         








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	
        5         
        Auszahlung und Auszahlungsvoraussetzungen

         

        5.1      
Die Bank prüft die Erfüllung der Auszahlungsvoraussetzungen unter dem Kreditvertrag und wird der KfW mit Abruf
des Refinanzierungskredits schriftlich bestätigen, dass die Auszahlungsvoraussetzungen gemäß Kreditvertrag erfüllt
sind und eine Auszahlungsanforderung in entsprechender Höhe unter dem Kreditvertrag vorliegt.

         

        5.2     
        Der Abruf gemäß Anlage 1 ist mindestens zwei Bankarbeitstage vor dem angestrebten Auszahlungstermin bei der KfW
        einzureichen.

         

        5.3     
        Die Bank wird die Auszahlungen unter dem Refinanzierungskredit unverzüglich an den Kreditnehmer oder das Schiffbauunternehmen
        weiterleiten.

         

        5.4     
        Auszahlungen aus dem Refinanzierungskredit werden in der Kreditwährung gem. Ziff. 2.2.2 geleistet.

         

        5.5     
        Unbeschadet der Bestimmungen der AGB (Ziff. 10.) kann die KfW die Auszahlung verweigern, wenn

         

        5.5.1      der Betrag des Refinanzierungskredits durch die Auszahlung überschritten würde,

         

        5.5.2     das
entsprechende Abrufformular nicht mindestens zwei Bankarbeitstage vor dem gewünschten Auszahlungstermin vollständig
ausgefüllt und rechtsgültig unterzeichnet bei der KfW vorliegt,

         

        5.5.3     Zahlungen
der Bank an die KfW unter diesem Vertrag ausstehen und hierfür technische Ursachen nicht erkennbar sind,

         

        5.5.4      ein
außerordentlicher Kündigungsgrund (gem. Ziff. 10) vorliegt,

         

         
	
        5         
        Disbursement and conditions precedent to

        disbursement

         

        5.1      
        The Bank will verify the fulfilment of the conditions precedent to disbursement under the Loan Agreement and, upon disbursement
        of the Refinancing Loan, will provide KfW with a written confirmation that said conditions precedent have been fulfilled in accordance
        with the Loan Agreement and that a request for disbursement under the Loan Agreement has been submitted in the corresponding amount.

         

        5.2     
        The request for disbursement stated in Annex 1 must be submitted to KfW at least two Business Days prior to the disbursement
        date.

         

        5.3     
        The Bank will transfer the disbursements made under the Refinancing Loan to the Borrower or the Shipbuilder without delay.

         

        5.4     
        Disbursements made under the Refinancing Loan will be rendered in the Loan Currency as stated in Section 2.2.2.

         

        5.5     
        Notwithstanding the provisions of the General Terms (Section 10.) KfW may refuse disbursement if

         

        5.5.1    
the amount of the Refinancing Loan would be exceeded as a result of the disbursement;

         

        5.5.2     the corresponding disbursement request form has not been fully completed and duly signed and submitted to KfW at least
two Business Days prior to the desired disbursement date;

         

        5.5.3    
        payments owed by the Bank to KfW under this Agreement are outstanding and technical reasons for such non-payment are
        not identifiable;

         

        5.5.4    there are extraordinary grounds for termination (as stated in Section 10);

         

         








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 





	
        5.5.5   
        die gem. Ziff. 8.1 bereitzustellenden Sicherheiten nicht in einer der KfW genehmen Form rechtswirksam bestellt wurden und

         

        5.5.6   
        der KfW keine zufrieden stellenden Nachweise über den rechtswirksamen Abschluss dieser Refinanzierungsvereinbarung
        und der gem. Ziff. 8.1 abzuschließenden Sicherheitenverträge zur Verfügung gestellt wurden. Zufriedenstellende
        Nachweise der wirksamen Sicherheitenbestellung sind a) sofern die Sicherheiten ausländischem Recht unterliegen, zufriedenstellende
        Rechtsgutachten (legal opinions) zu den betreffenden Rechtsordnungen, b) Vorlage der unterzeichneten Sicherheitenverträge,
        c) Vorlage von zufriedenstellenden Vertretungsnachweisen durch entsprechende Rechtsgutachten (oder gleichwertige Nachweise) für
        die diese Verträge unterzeichnenden Personen, d) zufriedenstellendes Rechtsgutachten zu der Rechtsordnung, in der die Bank
        ihren Sitz hat, im Hinblick auf insolvenzrechtliche Fragestellungen im Zusammenhang mit dem Sicherungsgut sowie e) weitere Nachweise
        (z. B. Registerauszüge).

         

        6         
        Zinsen, Gebühren und Berechnung

         

        Zusätzlich zu den in den AGB (Ziff.
        7. und 4.6.3.) vorgesehenen Gebühren und Entgelte für die Gewährung der Zinsausgleichsgarantie werden für den
        Refinanzierungskredit folgende Kosten geltend gemacht:

         

        6.1       Zinsen
        für Darlehensbeträge unter diesem Refinanzierungskredit werden vom Tage der Auszahlung bis zum Tage der Gutschrift der
        Rückzahlungsrate auf dem in Ziff. 7.2 dieses Vertrages angegebenen Konto berechnet.

         

         
	
        5.5.5   
        the collateral to be made available to KfW pursuant to Section 8.1 has not been furnished in a legally effective manner
        and form satisfactory to KfW and

         

        5.5.6   
        KfW has not been provided with satisfactory evidence of the legally valid and effective conclusion of this agreement and
        the collateral agreements to be entered into pursuant to Section 8.1. Satisfactory evidence of the legally valid and effective
        conclusion of the collateral agreements is a) satisfactory legal opinions with respect to the relevant jurisdictions if the collateral
        is subject to foreign law, b) submission of the signed collateral agreements, c) submission of satisfactory evidence by way of
        legal opinion (or equivalent evidence) of signatory power of the persons signing these agreements, d) satisfactory legal opinion
        as to the law of incorporation of the Bank with respect to insolvency related matters on the collateral and e) further evidence
        (e.g. excerpts from registers).

         

         

         

        6       Interest,
        charges and calculation

         

        In addition to the charges and fees provided
        for in the General Terms (Section 7. and 4.6.3.) in connection with the granting of the Interest Make-up Guarantee, the following
        costs will be due and payable for the Refinancing Loan:

         

        6.1       Interest
for loan amounts under this Refinancing Loan will be calculated from the disbursement date until the date on which the repayment
instalment is credited to the account stated in Section 7.2 of this Agreement.








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 





	
        6.2       Als
        Zinssatz gilt der Refinanzierungs-Zinssatz gem. Ziff. 2.3.5. Die Zinsen sind an den in Ziff. 2.2.8 genannten Terminen („Zinstermine“)
        zur Zahlung fällig.

         

        6.3       Für
        in Anspruch genommene Darlehensbeträge wird das Jahr mit 360 Tagen und der Monat mit der Zahl der tatsächlich anfallenden
        Tage angesetzt.

         

        6.4       Die
        Bank zahlt der KfW eine Zusageprovision für den Zeitraum zwischen dem Abschluss dieses Refinanzierungsvertrages und 8. Mai
        2021 in Höhe von 0,075 % p.a., zwischen 8. Mai 2021 und 8. Mai 2024 in Höhe von 0,125 % p.a. und zwischen 8.
        Mai 2025 und der Auszahlung in Höhe von 0,15 % p.a. auf den nicht ausgezahlten Betrag des Refinanzierungskredits („KfW-Zusageprovision“).
        Die KfW-Zusageprovision wird für den Zeitraum zwischen der Unterzeichnung dieses Refinanzierungsvertrags und der Auszahlung
        berechnet und ist vierteljährlich nachträglich zahlbar. Für den Fall, dass der Gesamtbetrag der von der Bank unter
        dem Kreditvertrag vereinbarten Zusageprovision die KfW-Zusageprovision um mehr als das Doppelte übersteigt, hat die Bank anstatt
        der KfW-Zusageprovision die Hälfte der vertraglich vereinbarten Zusageprovision an die KfW abzuführen. Die Zahlung der
        KfW-Zusageprovision erfolgt grundsätzlich an den unter dem Kreditvertrag vereinbarten Fälligkeits-terminen. Die Zahlungspflichten
        der Bank unter dieser Ziffer 6.4 bestehen unabhängig von einem Zahlungseingang seitens des Kreditnehmers.

         

        6.5       Steuern,
Gebühren, Kosten und Aufwendungen (einschließlich anwaltlicher Gebühren und Auslagen), die aus oder im Zusammenhang
mit der Vorbereitung, Verhandlung, Unterzeichnung, Registrierung, Durchführung, Änderung, Bewahrung oder Durchsetzung
des Refinanzierungsvertrages oder sowie der sich daraus ergebenden Rechte oder eines Sicherheitenvertrages oder anderer dazugehörigen
Dokumente anfallen, sind von der Bank zu tragen. Wenn solche Steuern, Gebühren, Kosten oder Aufwendungen von der KfW bezahlt
wurden, soll die Bank der KfW unverzüglich nach entsprechender Aufforderung solche Zahlungen rückerstatten.
	
6.2      
The Refinancing Interest Rate stated in Section 2.3.5 will be applied as the interest rate. Interest will be due for payment on
the dates ("Interest Payment Dates") stated in Section 2.2.8.

         

        6.3       Disbursed
        loan amounts will be computed on the basis of a 360-day year and the actual number of days elapsed in a month.

         

        6.4       The
        Bank will pay KfW a commitment fee for the period between the conclusion of this agreement and 8 May 2021 at a rate of 0.075 %
        per annum, between 8 May 2021 and 8 May 2024 at a rate of 0.125 % per annum and between 8May 2024 and the disbursement at
        a rate of 0.15 % per annum on the undisbursed amount of the Refinancing Loan (“KfW Commitment Fee”). The KfW Commitment
        Fee will be calculated for the period between signing of this Agreement and the disbursement and is payable quarterly in arrears.
        If the total amount of the commitment fee agreed by the Bank under the Loan Agreement exceeds the KfW Commitment Fee by more than
        double, the Bank will not pay the KfW Commitment Fee to KfW but rather half of the contractually agreed commitment fee. The payment
        will be principally made to KfW on the due dates agreed under the Loan Agreement. The payment obligations of the Bank under this
        Section 6.4 continue irrespective of receipt of payment from the Borrower.

         

         

         

        6.5       All
        taxes, fees, costs and expenses (including legal fees and expenses) arising out of or in connection with the preparation, negotiation,
        execution, registration, implementation, modification, preservation or enforcement of this Refinancing Agreement, the rights hereunder,
        or any security or document or other document pertaining hereto shall be borne by the Bank. If any such taxes, fees, costs or expenses
        are paid by KfW, the Bank shall promptly on demand reimburse to KfW.

         

         








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 





	
        6.6       Werden
        Zahlungen für Beträge unter dem Refinanzierungskredit an einem Tag fällig, der kein Bankarbeitstag in Frankfurt
        am Main, Helsinki, London, Madrid oder New York ist, so hat die Zahlung an dem nächsten Bankarbeitstag in Frankfurt am Main,
        Helsinki, London, Madrid und New York zu erfolgen, es sei denn, dieser Tag fällt in den nächsten Kalendermonat.
        Im letzteren Fall ist die Zahlung am letzten Bankarbeitstag vor dem Fälligkeitstag zu leisten.

         

        6.7.1    Spätestens
        6 Monate vor dem EURIBOR/LIBOR- Wegfalltermin werden die KfW und die Bank unter Beachtung von Treu und Glauben Verhandlungen beginnen,
        um den Ersatzreferenzzinssatz, die Technischen Folgeänderungen sowie eventuell erforderliche Anpassungen, die für die
        Zeit nach dem EURIBOR/LIBOR-Wegfalltermin gelten sollen, zu vereinbaren. Die Verhandlungen werden die zu diesem Zeitpunkt geltenden
        Marktstandards berücksichtigen und mit dem Ziel geführt werden, dass sich der Zinsertrag unter diesem Vertrag nicht reduziert.
        Jegliche Vereinbarung dieses Absatzes wird erst mit Zustimmung der Bundesrepublik Deutschland zwischen der KfW und der Bank wirksam.

         

        6.7.2    Vorbehaltlich
        des obigen Absatzes, soll in jeder Zinsperiode nach dem EURIBOR/LIBOR- Wegfalltermin EURIBOR/LIBOR ersetzt werden durch den gewichteten
        Durchschnitt der Zinssätze, die die Bank und jeder andere Kreditgeber unter dem Kreditvertrag der KfW [3] Bankarbeitstage
        vor dem ersten Tag der jeweiligen Zinsperiode mitteilt. Diese Sätze sind als Prozentrate pro Jahr angegebene Kosten der jeweiligen
        Bank für die Bereitstellung oder Refinanzierung eines Betrages in Höhe des ausstehenden Kreditbetrages für die relevante
        Zinsperiode durch jedwede vernünftig ausgewählte Quelle (mit Ausnahme der KfW).

         

        6.7.3    Nach
dem EURIBOR/LIBOR-Wegfalltermin soll der Ersatzreferenzzinssatz bzw. der Referenzzinssatz, der gemäß obenstehendem
Absatz 6.7.2 ermittelt wurde, für die Ziffern 1.2.2. und 10.3. der AGB ebenfalls angewendet werden und EURIBOR/LIBOR dort
entsprechend ersetzen.
	
        6.6       If
        payments of amounts payable under the Refinancing Loan fall due on a day that is not a banking day in Frankfurt am Main, Helsinki,
        London, Madrid or New York, payment must be rendered on the ensuing banking day in Frankfurt am Main, Helsinki, London, Madrid
        and New York (“Business Day”) unless said day falls in the next calendar month. In the latter case the payment must
        be rendered on the latest Business Day prior to the due date.

         

        6.7.1    At
        least 6 months prior to the EURIBOR/LIBOR Discontinuation Date KfW and the Bank will enter into good faith negotiations with a
        view to agreeing the Replacement Reference Rate, the Consequential Technical Amendments as well as any necessary adjustments for
        the period following the EURIBOR/ LIBOR Discontinuation Date.  The negotiations will take into account the then current
        market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not reduced. Any
        agreement pursuant to this paragraph will be binding on KfW and the Bank, subject to the approval of the Federal Republic.

         

        6.7.2    Subject
        to paragraph above, for any interest period following the EURIBOR/LIBOR Discontinuation Date, EURIBOR/LIBOR shall be replaced by
        the weighted average of the rates notified to KfW by the Bank and each other lender under the Loan Agreement [3] Business Days
        prior to the first day of that interest period, to be that which expresses as a percentage rate per annum the cost to the relevant
        lender of funding or refinancing an amount equal to the outstanding Loan Amount during the relevant interest period from whatever
        source it may reasonably select (other than from KfW).

         

        6.7.3    Upon
the EURIBOR/LIBOR Discontinuation Date, the Replacement Reference Rate or the reference rate determined pursuant to paragraph
6.7.2 above, as applicable, shall also be applied in Sections 1.2.2. and 10.3. of the General
Terms and replace EURIBOR/LIBOR accordingly.








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19


 





	
        6.7.4       In
        dieser Ziffer gelten folgende Definitionen:

         

        Technische Folgeänderungen:
        sind jegliche Änderungen dieses Vertrags, die erforderlich oder wünschenswert sind, um das Wirksamwerden des Ersatzreferenzzinssatzes
        zu gewährleisten.

         

        EURIBOR/LIBOR-Wegfalltermin:
        ist das Datum, an dem der jeweilige “Benchmark Provider” (oder sein Nachfolger) dauerhaft die Administration von EURIBOR/LIBOR
        aufgibt. 

         

        Ersatzreferenzzinssatz:
        ist der Referenzzinssatz, der zwischen Bank und KfW als Ersatz für EURIBOR/LIBOR vereinbart wird.

         

        7       Rückzahlung
        und vorzeitige Rückzahlung; Anpassung des Refinanzierungs-Zinssatzes

         

        7.1       Die
Bank ist unabhängig von Zahlungen unter dem Kreditvertrag zur Rückzahlung des Refinanzierungskredits nach folgendem
Tilgungsplan verpflichtet:
	
        6.7.4       In
        this Section the following definitions will apply:

         

        Consequential Technical
        Amendments: means any consequential amendment to this Agreement required or desirable to make
        the Replacement Reference Rate effective.

         

        EURIBOR/LIBOR Discontinuation
        Date: means the date on which the respective benchmark provider (or its successor) permanently
        ceases to administer EURIBOR/LIBOR, as the case may be. 

         

        Replacement
        Reference Rate:  means the reference rate which the Bank and KfW agree in order to replace EURIBOR/LIBOR (as the case
        may be).

         

        7       Repayment
        and prepayment; adjustment of the Refinancing Interest Rate

         

        7.1       Regardless
of any payments made under the Loan Agreement the Bank undertakes to repay the Refinancing Loan in accordance with the following
repayment schedule:







	 	Datum:	Betrag:	 	 	Date:	Amount:	 
	 	beginnend 6 Monate nach dem Auszahlungstag in 24 aufeinander folgenden Halbjahresraten gleicher Höhe folgenden Halbjahresraten gleicher Höhe	jeweils 1/24 des ausgezahlten Refinanzierungskredites	 	 	starting 6 months after the Utilisation Date by 24 equal consecutive semi-annual instalments	at each of the Dates one twenty-fourth part of the proportion of the Loan Amount disbursed at the Utilisation Date	 






	
        7.2       Die
Bank ist von ihren Zahlungsverpflichtungen aus diesem Vertrag frei, sobald und soweit die betreffenden Beträge in der vereinbarten
Währung der KfW ohne Abzüge frei auf ihrem jeweils angegebenen Konto Nr. 99[—]
(Kontoinformation USD: via Konto 10926093 bei der Citibank N.A., New York (BIC CITIUS33)
zugunsten Konto Nr. 99[—] bei der KfW, Frankfurt am Main, (BIC KFWIDEFF);
Kontoinformation EUR: Konto Nr. 99[—] bei der KfW, Frankfurt am Main, (BIC KFWIDEFF /
IBAN [—])) zur Verfügung stehen. Sämtliche durch verspäteten
Eingang von Zahlungen der KfW entstandene Kosten erstattet die Bank der KfW auf erste Anforderung.
	
        7.2       The
Bank is released from its payment obligations under this Agreement as soon and insofar as the relevant amounts have been made
freely available to KfW in the agreed currency without any deductions in the corresponding stated account number 99[—]
(account details USD: via account number 10926093 with Citibank N.A., New York (BIC CITIUS33) in favour of account number 99[—]
with KfW, Frankfurt/Main, (BIC KFWIDEFF); account details EUR: account no. 99[—]
with KfW, Frankfurt/Main, (BIC KFWIDEFF/IBAN [—])). The Bank must, upon KfW ́s
first request, reimburse KfW for any and all costs it incurs owing to late payments.





 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	
        7.3       Gehen
        die von der Bank zu zahlenden Beträge nicht valutagerecht ein, so kann die KfW gegenüber der Bank Verzugszinsen in Höhe
        von 3 % p.a. über dem jeweiligen 3-Monats-EURIBOR/LIBOR gemäß der ThomsonReuters-Seiten EURIBOR01/LIBOR01 ab Fälligkeitstermin
        der jeweiligen Forderung geltend machen. Die Bank wird die Verzugszinsen auf erste Anforderung zahlen.

         

        7.4       Sofern
        die Bank von ihrem Recht zur Rückgabe der Zinsausgleichsgarantie gemäß Ziffer 8.1. der AGB Gebrauch macht, ist
        sie zur vorzeitigen Rückzahlung des Refinanzierungskredits berechtigt. Die KfW behält sich jedoch die Geltendmachung
        von Refinanzierungsschäden, die durch die vorzeitige Rückzahlung ausgelöst werden, vor. Gesetzliche Kündigungsrechte
        bleiben hiervon unberührt. Wenn die Bank gemäß Ziffer 8.2. der AGB die Rückgabe auf die Garantie beschränkt,
        so läuft die Refinanzierung unter dieser Vereinbarung grundsätzlich weiter. Die Verpflichtung zur Zahlung einer Nichtabnahmeentschädigung
        an den Bund gemäß Ziffer 8.3. der AGB wird durch die Regelung dieser Ziffer 7.4 nicht berührt.

         

        7.5       Unabhängig
davon, ob die Bank Rechte nach Ziffer 8.1. oder 8.2. der AGB ausgeübt hat oder nicht, gilt für die Weiterleitung von
vorzeitigen Rückzahlungen unter dem Kreditvertrag und Verwertungserlösen folgendes: Die Bank wird alle vorzeitigen Rückzahlungen
oder VerÂ-wertungsÂ-erlöse aus Sicherheiten unverzüglich nach Eingang an die KfW weiterleiten, solange die KfW Ansprüche
aus dieser Vereinbarung geltend machen kann. Diese Weiterleitungspflicht besteht unabhängig von geleisteten bzw. zu leistenden
Zahlungen der Bank gemäß dem ursprünglichen Tilgungsplan nach Ziffer 7.1 dieser Vereinbarung. Sie besteht auch
unabhängig von dem Grund für den Zahlungseingang. Eingehende Zahlungen unter dieser Ziffer 7.5 werden entsprechend der
Wahl des Kreditnehmers unter dem Kreditvertrag entweder proratarisch auf die verbleibenden Tilgungsraten. auf die verbleibenden
Tilgungsraten in zeitlicher Reihenfolge oder auf die verbliebenen Tilgungsraten in umgekehrter zeitlicher Reihenfolge angerechnet
und der Tilgungsplan für die turnusmäßigen Zahlungen der Bank nach Ziffer 7.1 entsprechend angepasst.
	
        7.3       If
        the payments payable by the Bank are not rendered as at the correct value date, KfW may charge the Bank default interest amounting
        to 3 % p.a above the prevailing 3-month EURIBOR/LIBOR quoted on ThomsonReuters Pages EURIBOR01/LIBOR01 starting from
        the respective payment due date. The Bank undertakes to pay the default interest upon KfW's first request.

         

        7.4       Provided
        the Bank exercises its right to return the Interest Make-up Guarantee pursuant to Section 8.1. of the General Terms, the Bank is
        entitled to prepay the Refinancing Loan. However, KfW reserves the right to claim funding losses caused by such prepayment. Statutory
        rights of termination will remain unaffected thereby. If the Bank limits the termination to the Guarantee pursuant to Section 8.2.
        of the General Terms, the Refinancing Loan as agreed herein will in principle continue. The obligation to pay non-acceptance compensation
        to the Federal Republic pursuant to Section 8.3. of the General Terms will not be affected by the provision of this Section 7.4.

         

        7.5       Notwithstanding
whether the Bank has or has not exercised rights pursuant to Sections 8.1. or 8.2. of the General Terms, the following applies
to the transfer of prepaid amounts under the Loan Agreement and collateral realisation proceeds: The Bank will transfer all prepaid
amounts or collateral realisation proceeds to KfW immediately upon receipt if and insofar as KfW can assert claims under this
Agreement. This transfer obligation will exist regardless of any payments rendered or to be rendered by the Bank in accordance
with the original repayment schedule as stated in Section 7.1 of this Agreement. The obligation also exists regardless of the
grounds for receipt of such payment. Incoming payments that fall under this Section 7.5 will be applied in accordance with the
Borrowers election under the Loan Agreement pro rata on the remaining instalments, on the remaining instalments in the chronological
order or on the remaining instalments in the inverse chronological order and the repayment schedule will be adjusted accordingly
pursuant to Section 7.1 to account for regular payments by the Bank.




 


 


 


 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	
        7.6       Macht
        die Bank von ihrem Recht gemäß Ziff. 8.2. der AGB Gebrauch, so ist der Refinanzierungs-Zinssatz nach Ziff. 2.3.5 dieses
        Vertrags zum Ende der auslaufenden Zinsausgleichsperiode entsprechend anzupassen. Der in diesem Fall anzuwendende Refinanzierungs-Zinssatz
        entspricht dann dem 6-Monats-Libor/Euribor gemäß der ThomsonReuters-Seiten EURIBOR01/ LIBOR01 zuzüglich der KfW-Marge
        gem. Ziffer 2.3.4.

         

        7.7       Bei
        vorzeitiger Beendigung der Kreditvertrages werden die Bank und die KfW in Gespräche darüber eintreten, ob (i) der Refinanzierungskredit
        fortgeführt wird und (ii) eine weitere Anpassung des Refinanzierungs-Zinssatzes gem. Ziffer 7.6 erforderlich ist.

         

        7.8
       Die KfW schließt möglicherweise
gemäß Ziffer 1.5. der AGB auf Weisung des Bundes vor dem Spätesttermin ein Zinssicherungsgeschäft zu den
zu diesem Zeitpunkt geltenden Einstandssätzen der KfW ab. Soweit das Zinssicherungsgeschäft aufgrund einer Änderung
des Auszahlungstermins angepasst werden muss, trägt die Bank die hierdurch unter dem Zinssicherungsgeschäft anfallenden
Kosten der KfW, die in marktüblicher Weise berechnet werden. Gleiches gilt für den Fall, dass der Kreditbetrag nicht
vollständig ausgezahlt wird, oder eine Auszahlung aus Gründen unterbleibt, die nicht auf die Eröffnung des Insolvenzverfahrens
(oder eines entsprechenden Antrages auf Eröffnung des Insolvenzverfahrens), auf das Vorliegen von Eröffnungsgründen
für ein Insolvenzverfahren oder auf den Eintritt eines ähnlichen Ereignisses bei Besteller oder Schiffbauunternehmen
zurückzuführen sind. Die nach dieser Ziffer zu erstattenden Kosten der KfW hat die Bank anteilig entsprechend ihrem
Anteil am gesamten Kredit-betrag zu erstatten. Um jeden Zweifel auszuschließen soll darauf hingewiesen werden, dass Ziffer
7.8 dieses Vertrages lediglich von Vertragsdatum bis Auszahlungstag Gültigkeit besitzt; danach findet Ziffer 8.5. der AGB
Anwendung.
	
        7.6       If
        the Bank exercises its right pursuant to Section 8.2. of the General Terms, the Refinancing Interest Rate as stated in Section
        2.3.5 of this Agreement must be adjusted accordingly as at the end of the expiring interest make-up period. The Refinancing Interest
        Rate to be applied in such an event will correspond to the 6-month EURIBOR/LIBOR quoted on ThomsonReuters Pages EURIBOR01/LIBOR01
        plus the KfW Margin pursuant to Section 2.3.4.

         

        7.7       In
        case of early termination of the Loan Agreement, the Bank and KfW will enter into discussions on whether (i) the Refinancing Loan
        will be continued and (ii) a further adjustment of the Refinancing Interest Rate pursuant to Section 7.6 is necessary.

         

        7.8
       In accordance with Section 1.5. of the General Terms, KfW might, on instruction of the
Federal Republic, enter into an interest rate swap prior to the Latest Date, at the rates achievable for KfW in the market on
that date. Should the interest rate swap need to be adjusted due to a modification of the Utilisation Date, the Bank will indemnify
KfW for all costs incurred under such interest rate swap as a result of such rescheduling, such costs to be calculated in accordance
with market standards. This applies also if the Loan Amount is not fully disbursed or in any event (other than an event which
is based on the occurrence of the Shipbuilder’s or the Borrower’s insolvency (or any corresponding application for
opening of insolvency proceedings), any reasons for opening of insolvency proceedings (Eröffnungsgründe) or any
analogous procedure or steps in any jurisdiction in respect of the Shipbuilder or the Borrower) that results in the Loan not being
disbursed at all. The Bank shall reimburse KfW for its costs pursuant to this clause pro rata in accordance with its portion in
the entire Loan Amount. For the avoidance of doubt, the provisions of this Section 7.8 of this Agreement only apply during the
period from the date of this Agreement to the Utilisation Date, and thereafter Section 8.5 of the General Terms will apply.








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	
        8       Sicherheiten

         

        8.1       Vor
        der Auszahlung stellt die Bank der KfW zur Sicherung ihrer Ansprüche unter diesem Refinanzierungsvertrag die folgenden Sicherheiten:

         

        8.1.1     Abtretung
        sämtlicher Ansprüche der Bank gegen den Kreditnehmer im Hinblick auf den Hermes Loan und dem Finnvera Balancing Loan
        unter dem Kreditvertrag;

         

        8.1.2     Abtretung
        der Ansprüche der Bank aus der Hermes-Deckung;

         

        8.1.3
          Abtretung der Ansprüche der Bank aus der Zweiten Finnvera-Deckung.

         

        Die KfW ist
        berechtigt, bei der Hereinnahme der o.g. Sicherheiten die Unterstützung externer Rechtsberater in Anspruch zu nehmen. Die
        Kosten hierfür sowie sonstige Kosten der Sicherheitenbestellung sind von der Bank zu tragen.

         

        9       Auskunftspflichten
        und Prüfungsrechte

         

        Zusätzlich zu den Pflichten der Bank
        aus Ziffer 11. der AGB gelten folgende Bestimmungen:

         

        9.1       Die
Bank wird der KfW regelmäßig Auskunft über Umstände erteilen, die den Kredit, dessen ordnungsgemäße
Rückzahlung oder Besicherung betreffen. Außergewöhnliche Ereignisse, welche die ordnungsgemäße Bedienung
des Kredites gefährden können und der Bank bekannt werden, wird die Bank der KfW unaufgefordert unverzüglich mitteilen. 
	
        8       Collateral

         

        8.1       Prior
        to disbursement, the Bank will provide to KfW the following collateral to secure KfW's interests under this Agreement:

         

        8.1.1    Assignment
        of the Bank’s rights against the Borrower in respect of the Hermes Loan and the Finnvera Balancing Loan under the Loan Agreement;

         

        8.1.2    Assignment
        of the Bank’s rights under the Hermes Cover;

         

        8.1.3    Assignment
        of the Bank’s rights under the Second Finnvera Cover.

         

        In taking the above collateral,
        KfW may resort to the support of external legal advisers. The cost of this as well as any other costs associated with the perfection
        of any such collateral will be borne by the Bank.

         

        9       Duty
        to inform and right to inspect

         

        In addition to the Bank's obligations as
        stated in Section 11. of the General Terms the following provisions will apply:

         

        9.1       The
Bank will regularly inform KfW of circumstances pertaining to the Loan, its proper repayment or collateralisation. The Bank must
inform KfW immediately and of its own accord about extraordinary events of which it becomes aware that may jeopardise the proper
servicing of the Loan.











 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	
        9.2       Die
        Bank wird die KfW über alle Änderungen und Ergänzungen des Kreditvertrages unverzüglich informieren.

         

        9.3       Die
        Bank ist verpflichtet, den Kreditnehmer über diesen Vertrag mit der KfW zu informieren.

         

        9.4       Die
        KfW ist berechtigt, bei der Bank die Verwendung der Refinanzierungen zu prüfen, von der Bank entsprechende Auskünfte
        zu verlangen und Einblick in die betreffenden Unterlagen zu nehmen.

         

        9.5       Die
        Bank übersendet der KfW nach Feststellung, spätestens sechs Monate nach Ablauf des Geschäftsjahres, ihren bestätigten
        Geschäftsbericht nebst Anhang, Lagebericht und Erläuterungen.

         

        10       Kündigung

         

        Die KfW kann diesen Vertrag unbeschadet
        der Bestimmungen der AGB aus wichtigem Grunde kündigen, insbesondere wegen

         

        10.1     einer
        erheblichen Verschlechterung der wirtschaftlichen Verhältnisse der Bank;

         

        10.2     einer
        Verletzung der Zahlungspflichten der Bank (es sei denn, diese basiert auf technischen Problemen im Zahlungsverkehr) oder von Informationspflichten;

         

        10.3     einer
        in sonstiger Weise erheblichen Störung der für die Fortführung des Vertragsverhältnisses vorauszusetzenden
        Vertrauensbeziehung.

         

        11       Erklärungen

         

        Mit
        Unterzeichnung versichert die Bank, dass

         

        a)      im
        Kreditvertrag mindestens der maßgebliche CIRR als Kreditzins vereinbart wurde und

         

        b)      sie
davon Kenntnis genommen hat, dass Tatsachen, von denen die Bewilligung, Gewährung, Rückforderung, Weitergewährung
oder das Belassen der Zinsausgleichsgarantie bzw. hieraus ausgezahlter Beträge abhängig ist, subventionserhebliche Tatsachen
im Sinne des § 264 StGB sind. Diese Tatsachen sind in der Anlage 2 bezeichnet. Auf die Bestimmungen der §§ 3,
4 und 5 Subventionsgesetz wird besonders hingewiesen.
	
        9.2       The
        Bank will notify KfW immediately of all amendments and addenda to the Loan Agreement.

         

        9.3       The
        Bank undertakes to inform the Borrower about this Agreement with KfW.

         

        9.4       KfW
        is entitled to inspect the proper use of the refinancing funds at the Bank, to request corresponding information from the Bank
        and to inspect the loan documents.

         

        9.5       The
        Bank will send KfW its certified annual report including the annex, the management report and the notes following its completion
        but not later than six months after the end of its financial year.

         

        10       Termination

         

        Notwithstanding the provisions of the General
        Terms, KfW may terminate this Agreement for good cause, particularly in the event of -

         

        10.1     a
        significant deterioration in the Bank's financial situation;

         

        10.2     a
        breach of the Bank's payment obligations (unless said breach is attributable to technical problems in payment processing) or duties
        to inform;

         

        10.3     a
        disruption in the relationship of trust required for the continuation of the contractual relationship that is significant for another
        reason.

         

        11       Representations

         

        By signing
        this Agreement, the Bank assures that -

         

        a)      in
        the Loan Agreement the Applicable CIRR rate was agreed to be the minimum interest rate and

         

        b)
    it is aware that facts on which the approval, grant, reclamation, renewal or continuation
of the Interest Make-up Guarantee and amounts paid under the Interest Make-up Guarantee (as the case may be), depend qualify as
facts that are relevant to subsidies within the meaning of Section 264 of the German Criminal Code (Strafgesetzbuch/StGB). These
facts are listed in Annex 2. Particular reference is made to the provisions set forth in Sections 3, 4 and 5 of the German Subsidy
Act (Subventionsgesetz/ SubvG).








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	
        12       Sonstige Regelungen

         

        12.1     Dieser
        Vertrag tritt nur dann in Kraft, wenn (a) er unterzeichnet worden ist und (b) das Effective Date (wie im Transfer Certificate gemäß
        Ziffer 11.11.1(B)(d) des Kreditvertrags definiert) in Bezug auf die übertragene Beteiligung wirksam geworden ist und endet
        mit vollständiger Rückzahlung des Refinanzierungskredites einschließlich einer gegebenenfalls erforderlichen Sicherheitenverwertung.

         

        12.2     Dieser
        Vertrag unterliegt deutschem Recht. Zu Informationszwecken wurde das Dokument ins Englische übersetzt. Mit Ausnahme des Abrufformulars
        (Annex 1) ist die deutsche Version und Sprache vorrangig. Erfüllungsort und Gerichtsstand ist Frankfurt am Main.

         

        12.3     Sollte
        eine Bestimmung dieses Vertrages unwirksam oder nicht durchführbar sein, so bleiben dessen übrige Bestimmungen davon
        unberührt. Vertragliche Lücken sollen durch eine Regelung ersetzt werden, die dem Zweck dieses Vertrages am besten entspricht.

         

        12.4     Die
        Rechte und Pflichten aus diesem Vertrag dürfen nicht ohne vorherige schriftliche Zustimmung des Vertragspartners abgetreten,
        belastet oder übertragen werden.

         

        12.5     Erklärungen
        oder Mitteilungen in Zusammenhang mit diesem Vertrag sind rechtsverbindlich unterschrieben per Post oder Telefax an die folgenden
        Anschriften zu richten oder, soweit besonders vereinbart, per Datenfernübertragung zu übermitteln:

         

        Für die KfW:

        KfW IPEX-Bank GmbH

        Markus Kristen / Anja Demisch

        Palmengartenstraße 5-9

        60325 Frankfurt am Main

        Telefon:+49 (0) 69 74 31 – 4687 / 3621

        Telefax:+49 (0) 69 74 31 – 2944

        Email: Schiffs-CIRR@kfw.de

         

        Für die Bank:

        [Ÿ]

         

        Ausgefertigt in zwei Urschriften, von denen jede Partei eine
        erhält.
	
        12       Other regulations

         

        12.1     This
        Agreement enters into force and effect upon (a) being signed and (b) the Effective Date (as defined in the transfer certificate
        as set out in section 11.11.1 (B)(d) of the Loan Agreement) in relation to the transferred commitment has become effective and
        ends when the Refinancing Loan has been repaid in full, including any realisation of security that may be necessary.

         

        12.2    The
        Agreement is governed by German law. It has been translated into English for information purposes only and except for the disbursement
        request form (Annex 1) the German version and language will prevail. The place of performance and of jurisdiction is Frankfurt
        am Main.

         

        12.3    If
        any provision of this Agreement is invalid or not feasible, this will not affect the remaining provisions. Any gap in the provisions
        is to be filled with a legally valid provision which comes as close as possible to the spirit and purpose of this Agreement.

         

        12.4       Rights
        and obligations under this Agreement may not be assigned or pledged without the prior written consent of the corresponding contracting
        party.

         

        12.5     Representations
        or notices relating to this Agreement must be affixed with a legally binding signature and dispatched by post or facsimile to the
        following addresses or, if so agreed, by remote data transfer:

         

        For KfW:

        KfW IPEX-Bank GmbH

        Markus Kristen / Anja Demisch

        Palmengartenstraße 5-9

        60325 Frankfurt am Main/Germany

        phone:+49 (0) 69 74 31 – 4687 / 3621

        fax:+49 (0) 69 74 31 – 2944

        email: Schiffs-CIRR@kfw.de

         

        For the Bank:

        [Ÿ]

         

        Executed in two originals, one for each party.








 





	Frankfurt am Main, __. [Ÿ]	[Ÿ], __ [Ÿ]
	 	 
	 	 
	         	 
	KfW IPEX-Bank GmbH 

(duly authorised by KfW)	[Ÿ]








 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





Annex 1: Form of Disbursement Request


 


[on letterhead of Bank]


 


to


KfW IPEX-Bank GmbH


representing KfW


attn: X3c3


Postfach 11 11 41


60046 Frankfurt am Main


Germany


 


or fax: (+49-69) 7431 – 2944


 


Request for disbursement under
the

Refinancing Loan / CIRR for ship financing dated ...........

Interest Make-up Guarantee No. 5.19


 


Bank and borrower under the refinancing agreement:


[Ÿ]


Name and KfW business partner number: [Ÿ]


 


Contact person at the Bank:


 


We hereby confirm that all of
the conditions agreed for the Refinancing Loan have been fulfilled. We therefore request the transfer of


 


___ ____________ __________________________


 


currency
and amount (amount expressed in words and figures)


 


as at: [          ] value date (no earlier
than two Business Days following submission of this request)


 


to the following account: (bank
name, sort code and account number)


___________________


___________________


___________________


 


[Place, date, legally binding
signature of the Bank] _______________________













 



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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 


	
        Anlage 2: Liste der subventionserheblichen Tatsachen
für die Gewährung von Zinsausgleichsgarantien im Zusammenhang mit Schiffsfinanzierungen zum CIRR

         

        Subventionserhebliche Tatsachen im Sinne
        von § 264 StGB in Verbindung mit § 2 Subventionsgesetz sind:

         

         

         

         

        (a)       die
        mit dem Käufer vereinbarten Preise und Zahlungsbedingungen (Ziffern 2.1.3 und 2.1.4 des Refinanzierungsvertrages)

         

        (b)       die
        Höhe des gewährten Kredites sowie die vereinbarten Kreditbedingungen (Ziffer 2.2 des Refinanzierungsvertrages)

         

        (c)       alle
        Festlegungen bzw. Veränderungen von Terminen und Beträgen, durch die eine der unter (a) und (b) genannten Größen
        bestimmt bzw. variiert wird, also insbesondere:

         

        -      sämtliche
        Angaben über Auszahlungs-daten und Auszahlungsbeträge sowie über Rückzahlungsdaten und Rück-zahlungsbeträge

         

        -      der
        Berechnung eventuell zugrunde gelegter Wechselkurse

         

        -      vorgenommene
        Zinsfixierung bzw. Änderungen in der vereinbarten Bezugsbasis von Zinssätzen

         

        -      Erhalt
        außerplanmäßiger Rückzahlungen, Versicherungsleistungen, Verwertungs-erlöse und anderer Zahlungen, durch
        die sich die ausstehende Forderung vermindert

         

        -      Vereinbarungen
        über Änderungen des Kreditvertrages

         

         

        (d)       das
Verbot der Weitergabe der Verwaltungskostenpauschale an den Kreditnehmer gemäß Ziffer 1.4. der AGB
	
        Annex 2: List of facts relevant to subsidies pertaining
to the provision of Interest Make-up Guarantees in connection with ship financing at the CIRR

         

        Facts relevant to subsidies within the
        meaning of Section 264 of the German Criminal Code (StGB) in conjunction with Section 2 of the German Subsidy Act (SubvG)
        are:

         

         

        (a)       the
        prices and terms of payment agreed with the buyer (Sections 2.1.3 and 2.1.4. of the Agreement)

         

        (b)       the
        amount of the Loan granted and the terms and conditions agreed for the Loan (Section 2.2 of the Agreement)

         

        (c)       all
        cases in which deadlines and amounts that either determine or change one of the variables listed in (a) or (b) are laid
        down or altered, in particular:

         

        -      all
        data on disbursements and disbursement amounts as well as all data on repayments and repayment amounts

         

        -      the
        calculation of underlying exchange rates (if any)

         

        -      the
        fixing of interest or changes in the agreed reference base for interest rates

         

        -      receipt
        of off-schedule repayments, insurance payments, enforcement proceeds and other payments as a result of which the outstanding claim
        is reduced

         

        -      agreements
        on amendments to the Loan Agreement

         

         

        (d)       the
prohibition of the transfer of the Fee for Administrative Expenses to the Borrower in accordance with Section 1.4. of the
General Terms 

         



 






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	Refinanzierungsvertrag zwischen KfW und [Ÿ]	Refinancing
Agreement between KfW and [Ÿ]
	im Zusammenhang mit Zinsausgleichsgarantie Nr. 5.19	in connection with interest make-up guarantee no. 5.19





 





	Anlage 3: Allgemeine Bedingungen für den Zinsausgleich bei Schiffsfinanzierungen zum CIRR  	Annex 3: General Terms and Conditions for Interest Make-up in Ship Financing Schemes at the CIRR







 






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