Exhibit 10.3


 





[*]: THE
IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED.


 


AMENDMENT
NO. 1, dated as of May 1, 2020 (this “Amendment”), to the Credit Agreement, dated as of May 15, 2019 (as
amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”),
among NCL Corporation Ltd., a Bermuda company (the “Borrower”), Norwegian Jewel Limited (the “Guarantor”),
the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not
defined herein have the meaning provided in the Credit Agreement (as amended hereby).


 


WHEREAS,
the Borrower and the Guarantor have requested deferral of certain amortization payments of the Initial Term Loans;


 


WHEREAS,
pursuant to Section 10.08(b) of the Credit Agreement, the Borrower, the Administrative Agent and the Lenders may agree to the
amortization deferral and other amendments to the Credit Agreement as set forth herein; and


 


WHEREAS,
the parties hereto desire to amend the Credit Agreement on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section
1.               
Amendments. (a) The Credit Agreement is hereby amended to (i) delete the red or green stricken text (indicated
textually in the same manner as the following examples: stricken text and stricken
text); and (ii) to add the blue or green double-underlined text (indicated textually in the same manner as the
following examples: double-underlined text and double-underlined
text), in each case, as set forth in the marked copy of the Credit Agreement attached as Annex I hereto and
made a part hereof for all purposes.


 


(b)              
Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule
2.01.


 


Section
2.               
Representations and Warranties. Each Loan Party that is party hereto represents and warrants to the Administrative
Agent, the Collateral Agent and the Lenders as of the Amendment No. 1 Effective Date (as defined below) that:


 


(a)              
Immediately before and immediately after giving effect to this Amendment, the representations and warranties of each Loan
Party set forth in the Loan Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective
Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects
as of such earlier date).


 






     


     


    

 


(b)              
Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.


 


(c)              
Immediately before and immediately after giving effect to this Amendment, it has paid or caused to be paid any and all
documentary or similar taxes, if applicable, with respect to the Loan Documents to which it is a party.


 


Section
3.               
Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment
No. 1 Effective Date”) on which the following conditions are satisfied, or waived by the Administrative Agent in its
sole discretion:


 


(a)              
The Administrative Agent shall have received from (i) each Lender and (ii) each Loan Party a duly executed counterpart
of this Amendment signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature
page of this Amendment).


 


(b)              
The Administrative Agent shall have received from the Borrower the Extension Fee set forth in Section 2.12(c) of Annex
I attached hereto.


 


(c)              
The Administrative Agent shall have received a favorable written opinion of (i) Paul, Weiss, Rifkind, Wharton & Garrison
LLP, special counsel for the Loan Parties, (ii) Walkers Bermuda, Bermuda counsel for the Loan Parties, and (iii) Cains Advocates
Limited, Isle of Man counsel for the Loan Parties, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to
the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative
Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request.


 


(d)              
The Borrower shall have paid (i) all reasonable, documented and invoiced fees payable to the Administrative Agent or any
affiliate thereof as agreed between the Administrative Agent and the Borrower (including, without limitation, the fees set forth
in the Engagement Letter, dated as of April 29, 2020, between the Borrower and Bank of America, N.A. (the “Amendment
Engagement Letter”)), and (ii) all reasonable fees, expenses and disbursements of Moore & Van Allen PLLC, as counsel
for the Administrative Agent, incurred in connection with the preparation, negotiation and execution of this Amendment to the
extent invoiced at least one (1) Business Day prior to the date hereof, subject to any fee cap set forth in the Amendment Engagement
Letter.


 


(e)              
The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying as to
the matters set forth in Section 2 hereof.


 


(f)               
The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of
each Loan Party dated the Amendment No. 1 Effective Date and certifying:


 


(i)              
a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or
other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from
an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction
of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly
authorized by the constituent documents of such Loan Party,


 






    	 	-2-	 



     


    

 


 


(ii)              a
certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction)
of such Loan Party as of a recent date from such Secretary of State (or other similar official),


 


(iii)             that
attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or
other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment No. 1 Effective Date and
at all times since a date prior to the date of the resolutions de-scribed in clause (iv) below,


 


(iv)             that
attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body)
of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of
the Loan Documents dated as of the Amendment No. 1 Effective Date to which such person is a party and, in the case of the Borrower,
the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect
on the Amendment No. 1 Effective Date,


 


(v)              as
to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party,


 


(vi)             as
to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person,
threatening the existence of such Loan Party, and


 


(vii)            such
other documents as the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date may reasonably request (including
tax identification numbers and addresses).


 


(g)              
The Lenders shall have received a solvency certificate substantially in the form of Exhibit C to the Credit Agreement and
signed by a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis,
in each case, after giving effect to this Amendment on the Amendment No. 1 Effective Date.


 


Section
4.               
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when
taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment
by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.


 






    	 	-3-	 



     


    

 


Section
5.               
Governing Law. This Amendment and the rights and obligations of the
parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York WITHOUT
REGARDING TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. 


 


Section
6.               
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.


 


Section
7.               
Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under
the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other
Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Each Loan Party
confirms and agrees that the Liens granted pursuant to the Collateral Documents to which it is a party shall continue without
any diminution thereof and shall remain in full force and effect on and after the Amendment No. 1 Effective Date. Guarantor confirms
and agrees that its Guarantee pursuant to the Collateral Agreement shall continue without any diminution thereof and shall remain
in full force and effect on and after the Amendment No. 1 Effective Date. For the avoidance of doubt, on and after the Amendment
No. 1 Effective Date, this Amendment shall for all purposes constitute a Loan Document.


 


Section
8.               
Release; No Action, Claims. Each Loan Party hereby releases and forever discharges the Administrative Agent,
the Collateral Agent, the Lenders and the Administrative Agent’s, the Collateral Agent’s and the Lenders’ respective
predecessors, successors, assigns, attorneys, representatives and Related Parties (collectively, the “Lender Group”)
from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature
whatsoever, in each case to the extent arising in connection with any of the Loan Documents through the Amendment No. 1 Effective
Date, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated,
whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Loan Party may have
or claim to have against any member of the Lender Group. Each Loan Party represents, warrants, acknowledges and confirms that,
as of the date hereof, it has no knowledge of any action, cause of action, claim, demand, damage or liability of whatever kind
or nature, in law or in equity, against any member of the Lender Group arising from any action by such Person, or failure of such
Person to act, under or in connection with any of the Loan Documents.


 






    	 	-4-	 



     


    







 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	NCL CORPORATION,
    LTD.
	 	 	 	 
	 	By:	 	/s/
    Mark Kempa
	 	 	 	Name: Mark Kempa
	 	 	 	Title: Chief Financial
    Officer




 






    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 


	 	NORWEGIAN
    JEWEL LIMITED
	 	 	 	 
	 	 	 	 
	 	By:	 	/s/
    Frank J. Del Rio
	 	 	 	Name: Frank J. Del Rio
	 	 	 	Title: Assistant Secretary




 



    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 





	 	BANK OF AMERICA,
    N.A.,
	 	as Administrative Agent
	 	 	 	 
	 	By:	 	/s/
    Gavin Shak
	 	 	 	Name: Gavin Shak
	 	 	 	Title: Assistant Vice
    President


 






    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 


	 	BANK OF AMERICA,
    N.A.,
	 	as a Lender
	 	 	 	 
	 	By:	 	/s/
    John P. McDuffie
	 	 	 	Name: John P. McDuffie
	 	 	 	Title: Senior Vice President




  




    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 


	 	MIZUHO BANK,
    LTD.
	 	 	 	 
	 	By:	 	/s/
    Tracy Rahn
	 	 	 	Name: Tracy Rahn
	 	 	 	Title: Executive Director
	 	 	 	 



 






    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 


	 	FIFTH THIRD
    BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 	 
	 	By:	 	/s/
    Richard Arendale
	 	 	 	Name: Richard Arendale
	 	 	 	Title: Managing Director




 




    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 


	 	TRUIST BANK
    (formerly known as Branch Banking and Trust Company),
	 	as a Lender
	 	  	 	 
	 	By:	 	/s/
    Mark Kelly
	 	 	 	Name: Mark Kelly
	 	 	 	Title: Managing Director




 




    [Signature Page to Norwegian Jewel - Amendment No. 1]


     


    

 


Annex
I


 


Conformed
Credit Agreement


 


[See attached.]


 






     

     


    

 


 



 


 


CREDIT AGREEMENT



dated as of May 15, 2019


 


(and
as amended by the Amendment No. 1, dated as of May 1, 2020)


 


among


 


NCL CORPORATION
LTD.,


as Borrower,


 


THE LENDERS
PARTY HERETO,


 


BANK OF AMERICA,
N.A.,


as Administrative
Agent and as Collateral Agent


 


BANK OF AMERICA,
N.A.,


Branch
BANKING & TRUST COMPANY,


FIFTH
THIRD BANK,


and


MIZUHO BANK,
LTD.,


as Joint
Bookrunners and Arrangers


 


and


 


BANK OF AMERICA,
N.A.,


Branch
BANKING & TRUST COMPANY,


FIFTH
THIRD BANK,


and


MIZUHO BANK,
LTD.,


as
Co-Documentation Agents


 


 





 



 






     

     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
	 	 	 
	Definitions
	 	 	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Terms Generally	4246
	Section 1.03.	Exchange Rates; Currency
    Equivalents	4346
	Section 1.04.	[Reserved].	4347
	Section 1.05.	Interest Rates	4347
	 	 	 
	Article II
	 	 	 
	The
    Credits
	 	 	 
	Section 2.01.	Commitments	 44
	Section 2.01.	Existing
    Loans	47
	Section 2.02.	Loans and Borrowings	4447
	Section 2.03.	Requests for Borrowings	4548
	Section 2.04.	[Reserved]	4549
	Section 2.05.	[Reserved]	4549
	Section 2.06.	Funding of Borrowings	4549
	Section 2.07.	Interest Elections	4649
	Section 2.08.	[Reserved]	4751
	Section 2.09.	Repayment of Loans; Evidence
    of Debt	4751
	Section 2.10.	Repayment of Term Loans	4852
	Section 2.11.	Prepayment of Loans	4953
	Section 2.12.	Fees	5054
	Section 2.13.	Interest	5054
	Section 2.14.	Alternate Rate of Interest	5155
	Section 2.15.	Increased Costs	5357
	Section 2.16.	Break Funding Payments	5458
	Section 2.17.	Taxes	5459
	Section 2.18.	Payments Generally; Pro
    Rata Treatment; Sharing of Set offs	5862
	Section 2.19.	Mitigation Obligations;
    Replacement of Lenders	5964
	Section 2.20.	Illegality	6065
	Section 2.21.	Refinancing Term Loans,
    Extended Term Loans	6165
	Section 2.22.	Defaulting Lender	6368
	 	 	 
	Article III
	 	 	 
	Representations
    and Warranties
	 	 	 
	Section 3.01.	Organization; Powers	6469



 






    	 	- i -	 



     


    

 


	 	 	Page
	 	 	 
	Section 3.02.	Authorization	6469
	Section 3.03.	Enforceability	6570
	Section 3.04.	Governmental Approvals	6570
	Section 3.05.	Financial Statements	6570
	Section 3.06.	No Material Adverse Effect	6670
	Section 3.07.	Title to Properties;
    Possession Under Leases	6670
	Section 3.08.	Subsidiaries	6671
	Section 3.09.	Litigation; Compliance
    with Laws	6771
	Section 3.10.	Federal Reserve Regulations	6772
	Section 3.11.	Investment Company Act	6772
	Section 3.12.	Use of Proceeds	6772
	Section 3.13.	Tax Returns	6772
	Section 3.14.	No Material Misstatements	6873
	Section 3.15.	Employee Benefit Plans	6873
	Section 3.16.	Environmental Matters	6974
	Section 3.17.	Security Documents	6974
	Section 3.18.	Solvency	7075
	Section 3.19.	Labor Matters	7176
	Section 3.20.	Insurance	7176
	Section 3.21.	No Default	7176
	Section 3.22.	No Event of Loss	7176
	Section 3.23.	The Mortgaged Vessel	7176
	Section 3.24.	Anti-Corruption Laws
    and Sanctions.	7276
	Section 3.25.	EEA Financial Institutions	7277
	 	 	 
	Article IV
	 	 	 
	Conditions
    of Lending
	 	 	 
	Section 4.01.	All Credit Events	7277
	Section 4.02.	First Credit Event	7277
	 	 	 
	Article V
	 	 	 
	Affirmative
    Covenants
	 	 	 
	Section 5.01.	Existence; Business and
    Properties	7781
	Section 5.02.	Insurance	7782
	Section 5.03.	Taxes	7883
	Section 5.04.	Financial Statements,
    Reports, etc.	7983
	Section 5.05.	Litigation and Other
    Notices	8185
	Section 5.06.	Compliance with Laws	8186
	Section 5.07.	Maintaining Records;
    Access to Properties and Inspections	8186
	Section 5.08.	Use of Proceeds	8286
	Section 5.09.	Environmental Matters	8287
	Section 5.10.	Further Assurances; Additional
    Security and Guarantees	8387



 






    	 	- ii -	 



     


    

 


	 	 	Page
	 	 	 
	Section 5.11.	Rating	8691
	Section 5.12.	Annual Insurance Report	8691
	Section 5.13.	Approval and Authorization	8691
	Section 5.14.	Concerning the Mortgaged
    Vessel	8691
	Section 5.15.	Compliance with Maritime
    Conventions	8791
	Section 5.16.	Valuations	8792
	 	 	 
	Article VI
	 	 	 
	Negative
    Covenants
	 	 	 
	Section 6.01.	Indebtedness	8892
	Section 6.02.	Liens	9397
	Section 6.03.	Sale and Lease-Back Transactions	9499
	Section 6.04.	Investments, Loans and
    Advances	9499
	Section 6.05.	Mergers, Consolidations,
    Sales of Assets and Acquisitions	98103
	Section 6.06.	Dividends and Distributions	101106
	Section 6.07.	Transactions with Affiliates	104108
	Section 6.08.	Business of the Loan
    Parties and the Subsidiaries	106111
	Section 6.09.	Limitation on Modifications
    of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.	106111
	Section 6.10.	Swap Agreements	109113
	Section 6.11.	Fiscal Year; Accounting	109113
	Section 6.12.	Loan-to-Value Ratio	109114
	Section 6.13.	Free Liquidity	109114
	Section 6.14.	Total Net Funded Debt
    to Total Capitalization	109114
	Section 6.15.	EBITDA to Consolidated
    Debt Service	109114
	Section 6.16.	Deferral
    Period Additional Covenants	114
	 	 	 
	Article VII
	 	 	 
	[RESERVED]
	 	 	 
	Article VIII
	 	 	 
	Events
    of Default
	 	 	 
	Section 8.01.	Events of Default	109114
	Section 8.02.	Right to Cure	112117
	Section 8.03.	Application of Proceeds	113118
	 	 	 
	Article IX
	 	 	 
	The
    Agents
	 	 	 
	Section 9.01.	Appointment	114119



 






    	 	- iii -	 



     


    

 


	 	 	Page
	 	 	 
	Section 9.02.	Delegation of Duties	115120
	Section 9.03.	Exculpatory Provisions	116121
	Section 9.04.	Reliance by Administrative
    Agent	116121
	Section 9.05.	Notice of Default	117122
	Section 9.06.	Non-Reliance on Agents
    and Other Lenders	117122
	Section 9.07.	Indemnification	118123
	Section 9.08.	Agent in Its Individual
    Capacity	118123
	Section 9.09.	Successor Administrative
    Agent	118123
	Section 9.10.	Withholding Tax	119124
	Section 9.11.	Agent and Arrangers	119124
	 	 	 
	Article X
	 	 	 
	Miscellaneous
	 	 	 
	Section 10.01.	Notices; Communications	120125
	Section 10.02.	Survival of Agreement	121126
	Section 10.03.	Binding Effect	121126
	Section 10.04.	Successors and Assigns	121126
	Section 10.05.	Expenses; Indemnity	127132
	Section 10.06.	Right of Set-off	128133
	Section 10.07.	Applicable Law	129134
	Section 10.08.	Waivers; Amendment	129134
	Section 10.09.	Entire Agreement	131136
	Section 10.10.	[Reserved].	131136
	Section 10.11.	WAIVER OF JURY TRIAL.	132136
	Section 10.12.	Severability	132137
	Section 10.13.	Counterparts; Electronic
    Execution of Assignments and Certain Other Documents.	132137
	Section 10.14.	Headings	132138
	Section 10.15.	Jurisdiction; Consent
    to Service of Process	132138
	Section 10.16.	Confidentiality	133139
	Section 10.17.	Platform; Borrower Materials	134140
	Section 10.18.	Release of Liens and
    Guarantees	135140
	Section 10.19.	Judgment Currency	135141
	Section 10.20.	USA PATRIOT Act Notice	135141
	Section 10.21.	Affiliate Lenders	136141
	Section 10.22.	No Advisory or Fiduciary
    Responsibility	137142
	Section 10.23.	Acknowledgement and Consent
    to Bail-In of EEAAffected Financial
    Institutions	138143
	Section 10.24.	[Reserved]	138144
	Section 10.25.	[Reserved]	138144
	Section 10.26.	Certain ERISA Matters	138144
	Section 10.27.	Acknowledgement
    Regarding any Supported QFCs	145




 






    	 	- iv -	 



     


    

 


Exhibits and Schedules


 


	Exhibit A	 	Form of Assignment
    and Acceptance
	Exhibit B	 	Form of Administrative
    Questionnaire
	Exhibit C	 	Form of Solvency Certificate
	Exhibit D	 	Form of Borrowing Request
	Exhibit E	 	Form of Interest Election
    Request
	Exhibit F	 	[reserved]
	Exhibit G	 	Form of Deed of Covenant
	Exhibit H	 	Form of Earnings Assignment
	Exhibit I	 	Form of Insurance Assignment
	Exhibit J	 	[reserved]
	Exhibit
    K	 	[reserved]
	Exhibit L	 	Forms of Note
	Exhibit M	 	Form of Perfection Certificate
	Exhibit
    N	 	Form of Permitted Loan
    Purchase Assignment and Acceptance
	Exhibits
    O-1 to O-4	 	Forms of Tax Certificates
	 	 	 
	Schedule 1.01(a)	 	Immaterial Subsidiaries
	Schedule 2.01	 	CommitmentsExisting
    Term Loans
	Schedule 3.01	 	Organization and Good
    Standing
	Schedule 3.04	 	Governmental Approvals
	Schedule 3.07(b)	 	Possession under Leases
	Schedule 3.07(c)	 	Intellectual Property
	Schedule 3.08(a)	 	Subsidiaries
	Schedule 3.08(b)	 	Subscriptions
	Schedule
    3.17	 	UCC Filing Jurisdictions
	Schedule 3.20	 	Insurance
	Schedule 4.02(b)	 	Local Counsel
	Schedule 6.01	 	Indebtedness
	Schedule 6.02(a)	 	Liens
	Schedule
    6.04	 	Investments
	Schedule 6.07	 	Transactions with Affiliates
	Schedule 6.09	 	Contractual Encumbrances
	Schedule 10.01	 	Notice Information




 






    	 	- v -	 



     


    

  


CREDIT AGREEMENT
dated as of May 15, 2019 (this “Agreement”), among NCL CORPORATION LTD., a Bermuda company (“NCL”,
the “Company” or the “Borrower”), the LENDERS party hereto from time to time, and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral
Agent”).


 


WHEREAS,
the Borrower has requested that the Lenders extend credit in the form of Term Loans in an aggregate principal amount not to exceed
$260,000,000;


 


NOW,
THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set
forth herein.


 


Accordingly,
the parties hereto agree as follows:


 


Article I


 


Definitions


 


Section 1.01.            
Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:


 


“ABR”
shall mean for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2
of 1.00% (b) the rate of interest in effect for such day as publicly announced from time
to time by Bank of America as its “prime rate”, and (c) the Adjusted LIBO Rate plus 1.00%. The “prime rate”
is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such change. If the ABR is being used as an alternate
rate of interest pursuant to Section 2.14 hereof, then the ABR shall be the greater of clauses (a) and (b) above and shall be
determined without reference to clause (c) above. For the avoidance of doubt, if the ABR shall be less than 1.00%, such rate shall
be deemed to be 1.00% for purposes of this Agreement.


 


“ABR
Borrowing” shall mean a Borrowing comprised of ABR Loans.


 


“ABR
Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the
provisions of Article II.


 


“Adjusted
LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum
equal to (a) the LIBO Rate for the applicable Class of Loans in effect for such Interest Period divided by (b) one minus the Statutory
Reserves applicable to such Eurocurrency Borrowing, if any.


 


“Adjustment”
shall have the meaning assigned to such term in Section 2.14.


  






    	 	1 	 



     


    

 


“Administrative
Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Administrative
Agent Fees” shall have the meaning assigned to such term in Section 2.12(b).


 


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B or such other form supplied
by the Administrative Agent.


 


“Affected
Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person specified.


 


“Affiliate
Lender” shall have the meaning assigned to such term in Section 10.21(a).


 


“Agents”
shall mean the Administrative Agent and the Collateral Agent.


 


“Agreement”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Agreement
Currency” shall have the meaning assigned to such term in Section 10.19.


 


“Amended
Tax Agreements” shall have the meaning assigned to such term in Section 6.06(b).


 


“Amendments
No. 1 Effective Date” shall mean May 1, 2020.


 


“AML
Laws” meansshall mean all laws,
rules, and regulations of any jurisdiction applicable to any Lender, the Company or the Company’s Subsidiaries from time
to time concerning or relating to anti-money laundering.


 


“Anti-Corruption
Laws” meansshall mean all laws, rules,
and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to
bribery or corruption.


 


“Applicable
Margin” shall mean (i) in the case of ABR Loans,  that
are not Deferred Term Loans, negative 0.20% per annum and,
(ii) in the case of ABR Loans that are Deferred Term Loans, 1.50% per annum, (iii) in
the case of Eurocurrency Loans that are not Deferred Term Loans, 0.80%
per annum and (iv) in the case of Eurocurrency Loans that are Deferred Term Loans, 2.50% per annum.


 


“Approved
Broker” shall mean Brax Shipping AS; Barry Rogliano Salles S.A., Paris; Clarksons, London; Rocca & Partners S.R.L.,
Genova; Fearnsale, a division of Astrup Fearnley AS, Oslo; any affiliate of the foregoing; or any other independent sale and purchase
ship brokerage firm nominated by the Company and approved by the Administrative Agent (such approval not to be withheld unreasonably).


 






    	 	2 	 



     


    

 


“Approved
Fund” shall have the meaning assigned to such term in Section 10.04(b)(ii).


 


“Approved
Insurance Evaluator” shall mean (a) Marsh Maritime Advisory or (b) any other firm of established and reputable independent
marine insurance brokers or other professional advisors on insurance matters appointed by the Company and approved by the Administrative
Agent (such approval not to be withheld unreasonably), which other firm has not placed or otherwise acted on behalf of any of
the Loan Parties in connection with any of the insurances to be covered within any insurance report required under Section 5.12.


 


“Approved
Manager” shall mean NCL (Bahamas) Ltd. d/b/a NCL, a company incorporated in and existing under the laws of Bermuda,
or one or more affiliates of the Company, or any other company approved by the Administrative Agent (such approval not to be withheld
unreasonably) from time to time as the technical manager of the Mortgaged Vessel.


 


“Arranger”
shall mean, collectively, each entity listed as such on the cover of this Agreement, in each case in its capacity as such.


 


“ASC”
shall mean the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“Asset
Sale” shall mean any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including
any sale and lease-back of assets and any mortgage or lease of Real Property) to any person of any asset or assets of the Borrower
or the Subsidiary Guarantor.


 


“Assignee”
shall have the meaning assigned to such term in Section 10.04(b)(i).


 


“Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the
Administrative Agent and the Company (if required by Section 10.04), in the form of Exhibit A or such other form
as shall be approved by the Administrative Agent.


 


“Assignment
Taxes” shall have the meaning given such term in the definition of the term “Other Taxes.”


 


“Assignor”
shall have the meaning assigned to such term in Section 10.04(b)(i).


 


“Bahamas”
shall mean the Commonwealth of The Bahamas.


 


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


 






    	 	3 	 



     


    

 


“Bail-In
Legislation” shall mean, (a) with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law,
rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule., and (b) with respect to the
United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or
rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bank
of America” shall mean Bank of America, N.A. and its successors.


 


“Below
Threshold Asset Sale Proceeds” shall have the meaning assigned to such term in the definition of the term “Cumulative
Credit.”


 


“Beneficial
Ownership Certification” shall mean a certification regarding beneficial ownership of the Borrower as required by the
Beneficial Ownership Regulation.


 


“Beneficial
Ownership Regulation” shall mean 31 C.F.R. § 1010.230.


 


“Benefit
Plan” meansshall mean any of
(a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Borrower
Materials” shall have the meaning assigned to such term in Section 10.17.


 


“Borrowing”
shall mean a group of Loans of a single Type under a single Facility, and made on a single date and, in the case of Eurocurrency
Loans, as to which a single Interest Period is in effect.


 


“Borrowing
Minimum” shall mean $3,000,000.


 


“Borrowing
Multiple” shall mean $1,000,000.


 


“Borrowing
Request” shall mean a request by the Company, in accordance with the terms of Section 2.03 and substantially in
the form of Exhibit D or such other form as may be approved by the Administrative Agent (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the Borrower.


 






    	 	4 	 



     


    

 


“Budget”
shall have the meaning assigned to such term in Section 5.04(e).


 


“Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in deposits in Dollars in the London interbank
market.


 


“Capital
Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes of
this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in
accordance with GAAP; provided that obligations of the Company or its Subsidiaries, or of a special purpose or other entity
not consolidated with the Company and its Subsidiaries, either existing on December 31, 2018 or created thereafter that (a) initially
were not included on the consolidated balance sheet of the Company as capital or finance lease obligations and were subsequently
recharacterized as capital or finance lease obligations or, in the case of such a special purpose or other entity becoming consolidated
with the Company and its Subsidiaries were required to be characterized as capital or finance lease obligations upon such consolidation,
in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on December 31, 2018 and were required
to be characterized as finance lease obligations but would not have been required to be treated as finance lease obligations on
December 31, 2018 had they existed at that time, shall for all purposes not be treated as Capital Lease Obligations or Indebtedness;
provided further, for clarification purposes, operating leases recorded as liabilities on the balance sheet due to a change
in accounting treatment, or otherwise, shall for all purposes not be treated as Indebtedness or Capital Lease Obligations.


 


“Capital
Raise” shall mean one or more debt or equity financings (other than Indebtedness secured by a Lien on the Collateral secured
on an equal priority basis with the Liens securing the Obligations) not prohibited by the terms of the Loan Documents resulting
in at least $1.0 billion of aggregate gross proceeds to the Borrower and/or its Subsidiaries; provided that (i) the final maturity
date or mandatory redemption date of any such Indebtedness or Equity Interests shall be no earlier than the Revolving Facility
Maturity Date (as defined in the Fourth Amended and Restated Credit Agreement as in effect on the Amendment No. 1 Effective Date)
or the Term A Loan Maturity Date (as defined in the Fourth Amended and Restated Credit Agreement as in effect on the Amendment
No. 1 Effective Date) and (ii) in the case of any debt financings, (a) such Indebtedness shall not be subject to covenants, events
of default, Subsidiary guarantees and other terms (other than interest rate and redemption premiums) that, taken as a whole, are
more restrictive to the Borrower and its Subsidiaries than the terms of the Senior Unsecured Notes Documents (or if more restrictive,
the Loan Documents shall be amended to contain such more restrictive terms (which amendments shall automatically occur)), (b)
such Indebtedness shall not be subject to any financial maintenance covenants and (c) such Indebtedness shall have a weighted
average life to maturity greater than the remaining weighted average life to maturity of the outstanding Revolving Facility Loans
(as defined in the Fourth Amended and Restated Credit Agreement as in effect on the Amendment No. 1 Effective Date) and Term A
Loans (as defined in the Fourth Amended and Restated Credit Agreement as in effect on the Amendment No. 1 Effective Date).


 






    	 	5 	 



     


    

 


“Capital
Raise Certification Date” shall mean the date that the Borrower both certifies in writing that it has consummated a Capital
Raise and delivers to the Administrative Agent such evidence of the Borrower’s and/or its Subsidiaries’ receipt of
the proceeds of such Capital Raise as the Administrative Agent may reasonably require.


 


“Cash
Interest Expense” shall mean, with respect to the Company and the Subsidiaries on a consolidated basis for any period,
Interest Expense for such period, less the sum of, without duplication, (a) pay in kind Interest Expense or other non-cash Interest
Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization
of any financing fees paid by, or on behalf of, the Company or any Subsidiary, including such fees paid in connection with the
Transactions, (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements and (d) cash interest income
of the Company and the Subsidiaries for such period; provided, that Cash Interest Expense shall exclude any one time financing
fees, including those paid in connection with the Transactions, or any amendment of this Agreement.


 


A “Change
in Control” shall be deemed to occur if:


 


(a)       (i)
a majority of the seats (other than vacant seats) on the board of directors of the Company shall at any time be occupied by persons
who were neither (A) nominated by the board of directors of the Company or a Permitted Holder, (B) appointed or approved by directors
so nominated nor (C) appointed by a Permitted Holder or (ii) a “change of control” (or similar event) shall occur
under any Permitted Ratio Debt, a Senior Unsecured Notes Indenture or any Permitted Refinancing Indebtedness in respect of any
of the foregoing or any Disqualified Stock;


 


(b)       any
person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing
Date), other than any combination of the Permitted Holders or any “group” including any Permitted Holders, shall have
acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in the Company’s Equity Interests
and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis
of the voting interest in the Company’s Equity Interests; or


 


(c)       a
 “Change of Control” occurs, as such term is defined under the Senior Unsecured Notes Indentures.


 


“Change
in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule
or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding
company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the Closing Date; provided that notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued
in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless
of the date enacted, adopted or issued.


 






    	 	6 	 



     


    

 


“Charges”
shall have the meaning assigned to such term in Section 10.08.


 


“Class”
shall mean (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Initial
Term Loans, Deferred Term Loans, Refinancing Term Loans or Extended Term Loans and (b)
when used in respect of any Commitment, whether such Commitment is in respect of a commitment to make Initial Term Loans, Deferred
Term Loans, Refinancing Term Loans or Extended Term Loans.


 


“Classification
Society” shall mean, in respect of the Mortgaged Vessel, Bureau Veritas, the American Bureau of Shipping, Lloyd’s
Register of Shipping, Det norske Veritas, or such other classification society that is a member of the International Association
of Classification Societies (IACS) as selected by the Company that is reasonably acceptable to the Administrative Agent.


 


“Closing
Date” shall mean May 15, 2019.


 


“Co-Documentation
Agents” shall mean, collectively, each entity listed as such on the cover of this Agreement, in each case in its capacity
as such.


 


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


 


“Collateral”
shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Vessel and
all other property that is subject or purported to be subject to any Lien in favor of the Administrative Agent, the Collateral
Agent or any Subagent for the benefit of the Secured Parties pursuant to any Security Documents.


 


“Collateral
Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties.


 


“Collateral
Agent Fees” shall have the meaning assigned to such term in Section 2.12(b).


 


“Collateral
Agreement” shall mean the Guarantee and Collateral Agreement, dated as of the Closing Date, as amended, restated, supplemented
or otherwise modified from time to time, among the Subsidiary Guarantor and the Collateral Agent.


 






    	 	7 	 



     


    

 


“Collateral
and Guarantee Requirement” shall mean the requirement that:


 


(a)       on
the Closing Date, the Collateral Agent shall have received a counterpart of the Collateral Agreement duly executed and delivered
on behalf of the Subsidiary Guarantor and the Perfection Certificate duly executed and delivered on behalf of each Loan Party;


 


(b)       on
the Closing Date, the Collateral Agent shall have received (x) the Subsidiary Guarantor Pledge Agreement duly executed and delivered
by the holder of Equity Interests of the Subsidiary Guarantor (and, if required under the applicable governing law, the Subsidiary
Guarantor), effecting pledges of all the issued and outstanding Equity Interests of the Subsidiary Guarantor, together with (y)
all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments
of transfer (if applicable under the applicable governing law) with respect thereto endorsed in blank;


 


(c)       on
the Closing Date, the Collateral Agent shall have received all Instruments (as defined in the Collateral Agreement) that are held
by a Loan Party and required to be pledged pursuant to the applicable Security Document, together with instruments of transfer
with respect thereto endorsed in blank;


 


(d)       on
the Closing Date, except as otherwise contemplated by any Security Document, all documents and instruments, including Uniform
Commercial Code financing statements, filings with the United States Patent and Trademark Office and United States Copyright Office
and similar filings, instruments and registrations in any applicable jurisdiction, and all other actions required by law or reasonably
requested by the Collateral Agent to be taken, filed, registered or recorded to create the Liens intended to be created by the
Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with
the priority required by, the Security Documents, shall have been taken, filed, registered or recorded or delivered to the Collateral
Agent for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such
Security Document;


 


(e)       except
as otherwise contemplated by any Security Document, each Loan Party shall have obtained all consents and approvals required to
be obtained by it in connection with (i) the execution and delivery of all Security Documents (or supplements thereto) to which
it is a party and the granting by it of the Liens thereunder and (ii) the performance of its obligations thereunder;


 


(f)       on
the Closing Date, the Collateral Agent shall have received (x) counterparts of the Vessel Mortgage and Deed of Covenants to be
entered into with respect to the Mortgaged Vessel duly executed and delivered by the registered owner of the Mortgaged Vessel
and suitable for registration, recording or filing with The Bahamas Maritime Authority and (y) such other documents, including
any consents, agreements and confirmations of third parties, as may be required under the Vessel Mortgage, Deed of Covenants or
otherwise as the Collateral Agent may reasonably request with respect to the Vessel Mortgage, Deed of Covenants or Mortgaged Vessel;


 






    	 	8 	 



     


    

 


(g)       on
the Closing Date, the Collateral Agent shall have received (x) counterparts of the Earnings Assignment to be entered into with
respect to the Mortgaged Vessel duly executed and delivered by the Subsidiary Guarantor and (y) such other documents, including
any consents, agreements and confirmations of third parties, as may be required under the Earnings Assignment or otherwise as
the Collateral Agent may reasonably request with respect to the Earnings Assignment;


 


(h)       on
the Closing Date, the Collateral Agent shall have received (x) counterparts of (A) the Insurance Assignment to be entered into
with respect to the Mortgaged Vessel duly executed and delivered by the Subsidiary Guarantor and (B) the Insurance Assignment
to be entered into with respect to the Mortgaged Vessel duly executed and delivered by the Company and (y) such other documents,
including any consents, agreements and confirmations of third parties, as may be required under the Insurance Assignment or otherwise
as the Collateral Agent may reasonably request with respect to the Insurance Assignment;


 


(i)       in
the case of any Subsidiary that becomes an owner of the Mortgaged Vessel after the Closing Date, (i) the Administrative Agent
and the Collateral Agent shall have received the documents required by Section 5.10(g), and (ii) all the issued and outstanding
Equity Interests of such Subsidiary shall have been pledged pursuant to a Security Document, and the Collateral Agent shall have
received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other
instruments of transfer (if applicable under the applicable governing law) with respect thereto endorsed in blank;


 


(j)       after
the Closing Date, (i) all the Equity Interests of the Subsidiary Guarantor issued after the Closing Date shall have been pledged
pursuant to the Subsidiary Guarantor Pledge Agreement, and (ii) all other Equity Interests of any other Subsidiary that are acquired
by the Subsidiary Guarantor after the Closing Date shall have been pledged pursuant to the Collateral Agreement, and the Collateral
Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock
powers or other instruments of transfer (if applicable under the applicable governing law) with respect thereto endorsed in blank;
and


 


(k)       after
the Closing Date, the Administrative Agent or the Collateral Agent (as applicable) shall have received (i) such other Security
Documents as may be required to be delivered pursuant to Section 5.10, and (ii) upon reasonable request by the Administrative
Agent or the Collateral Agent (as applicable), evidence of compliance with any other requirements of Section 5.10.


 


“Commitments”
shall mean with respect to any Lender, such Lender’s commitment to make Initial Term Loans, Deferred
Term Loans, Refinancing Term Loans or Extended Term Loans.


 


“Company”
shall have the meaning assigned to such term in the introductory paragraph of this Agreement.


 


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


 






    	 	9 	 



     


    

 


“Consolidated
Debt Service” shall mean, with respect to the Company and the Subsidiaries on a consolidated basis for any period, Cash
Interest Expense for such period plus scheduled principal amortization of Consolidated Debt for such period (it being understood
that scheduled principal amortization does not include balloon payments (for purposes of this definition, “balloon payments”
shall not include any scheduled repayment installment of such Indebtedness for borrowed money which forms part of the balloon)
or any prepayments).


 


“Consolidated
Net Income” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and
its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication:


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)       any
increase in amortization or depreciation or any non-cash charges or increases or reductions in Net Income resulting from purchase
accounting in connection with the Transactions or any acquisition that is consummated on or after the Closing Date shall be excluded,


 






    	 	10 	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Consolidated
Total Assets” shall mean, as of any date, the total assets of the Company and the Subsidiaries, determined on a consolidated
basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Company as of such date.


 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling”
and “Controlled” shall have meanings correlative thereto.


 






    	 	11 	 



     


    

 


“Control
Agreement” shall have the meaning assigned to such term in the Collateral Agreement.


 


“Covered
Party” shall have the meaning assigned to such term in Section 10.27.


 


“Credit
Event” shall have the meaning assigned to such term in Article IV.


 


“Cumulative
Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal
to, without duplication:


 


(a)       $[*],
plus:


 


(b)       an
amount (which amount shall not be less than zero) equal to [*]% of the Consolidated Net Income of the Company for the period (taken
as one accounting period) from June 30, 2009 to the end of the Company’s most recently ended fiscal quarter for which internal
financial statements are available at such date, plus


 


(c)       the
aggregate amount of proceeds received after the Closing Date and prior to such time that would have constituted Net Proceeds pursuant
to clause (a) of the definition thereof except for the operation of clause (x) or (y) of the second proviso thereof (the “Below
Threshold Asset Sale Proceeds”), plus


 


(d)       the
cumulative amount of proceeds (including cash and the fair market value of property other than cash) from the sale of Equity Interests
of a Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which
proceeds have been contributed as common equity to the capital of the Company and common Equity Interests of the Company issued
upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations) of the Company
or any Subsidiary owed to a person other than the Company or a Subsidiary not previously applied for a purpose other than use
in the Cumulative Credit; provided, that this clause (d) shall exclude Permitted Cure Securities and the proceeds thereof,
sales of Equity Interests financed as contemplated by Section 6.04(d) and any amounts used to finance the payments or distributions
in respect of any Junior Financing pursuant to Section 6.09(b), plus


 


(e)       [*]%
of the aggregate amount of contributions to the common capital of the Company received in cash (and the fair market value of property
other than cash) after the Closing Date (subject to the same exclusions as are applicable to clause (d) above); plus


 


(f)       the
principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price, as the case may
be, of any Disqualified Stock) of the Company or any Subsidiary thereof issued after the Closing Date (other than Indebtedness
issued to a Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Stock) in any
Parent Entity, plus


 


(g)       [*]%
of the aggregate amount received by the Company or any Subsidiary in cash (and the fair market value of property other than cash
received by the Company or any Subsidiary) after the Closing Date from:


 






    	 	12 	 



     


    

 


(A)       the
sale (other than to the Company or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary, or


 


(B)       any
dividend or other distribution by an Unrestricted Subsidiary, plus


 


(h)       in
the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or amalgamated with
or into, or transfers or conveys its assets to, or is liquidated into, the Company or any Subsidiary, the fair market value of
the Investments of the Company or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination
or transfer (or of the assets transferred or conveyed, as applicable), plus


 


(i)        an
amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) actually received by the Company or any Subsidiary in respect of any Investments made pursuant to
Section 6.04(i), minus


 


(j)        any
amounts thereof used to make Investments pursuant to Section 6.04(a)(y) after the Closing Date prior to such time, minus


 


(k)       any
amounts thereof used to make Investments pursuant to Section 6.04(i)(2) after the Closing Date prior to such time, minus


 


(l)        the
cumulative amount of dividends paid and distributions made pursuant to Section 6.06(e) after the Closing Date prior to such
time, minus


 


(m)       payments
or distributions in respect of Junior Financings pursuant to Section 6.09(b)(i) (other than payments made with proceeds from
the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause (d) above);


 


provided, however,
for purposes of Section 6.06(e), the calculation of the Cumulative Credit shall not include any Below Threshold Asset Sale
Proceeds except to the extent they are used as contemplated in clauses (j) and (k) above.


 


“Cure
Amount” shall have the meaning assigned to such term in Section 8.02(c).


 


“Cure
Collateral Fair Market Value” shall mean, when determining the value to be ascribed to any property added as Collateral
pursuant to Section 8.02(a), (a) for any cash or Permitted Investments added as Collateral pursuant to Section 8.02(a), the Dollar
Equivalent thereof as of any date of determination or (b) for any other property added as Collateral pursuant to Section 8.02(a),
the Administrative Agent’s determination (in its reasonable judgment) of the price at which a willing buyer would purchase,
were it to purchase, such other property in an arm’s-length transaction for all cash consideration on the date such property
is added as Collateral pursuant to Section 8.02(a).


 


“Cure
Right” shall have the meaning assigned to such term in Section 8.02(c).


 






    	 	13 	 



     


    

 


“Debtor
Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.


 


“Declined
Proceeds” shall have the meaning assigned to such term in Section 2.10(c)(ii).


 


“Declining
Lender” shall have the meaning assigned to such term in Section 2.10(c)(ii).


 


“Deed
of Covenants” shall mean the deed of covenants collateral to the Vessel Mortgage, substantially in the form of Exhibit G
or otherwise reasonably satisfactory to the Administrative Agent.


 


“Default”
shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.


 


“Defaulting
Lender” shall mean, subject to Section 2.22, any Lender that (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions
precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Company or the Administrative Agent
in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect
(unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such
position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together
with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has
failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to
the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by
the Administrative Agent and the Company) or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets,
including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity
or (iii) becomes the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender
(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.22) as of the date established therefor by the Administrative Agent in a written notice of such determination,
which shall be delivered by the Administrative Agent to the Company and each Lender promptly following such determination.


 






    	 	14 	 



     


    

 


“Deferral
Period” shall mean the period commencing on the Capital Raise Certification Date and ending on May 1, 2021.


 


“Deferred
Term Facility” shall mean any Deferred Term Loans made hereunder.


 


“Deferred
Term Loan Borrowing” shall mean a Borrowing comprised of Deferred Term Loans.


 


“Deferred
Term Loans” shall mean any term loans deemed made by the Lenders to the Borrower from on the Amendment No. 1 Effective Date
pursuant to Section 2.01(b). The aggregate amount of the Deferred Term Loans on the Amendment No. 1 Effective Date is $74,880,000.00.


 


“Delaware
Divided LLC” shall mean any limited liability company which has been formed upon the consummation of a Delaware LLC
Division.


 


“Delaware
LLC Division” shall mean the statutory division of any limited liability company into two or more limited liability
companies pursuant to Section 18-217 of the Delaware Limited Liability Company Act or a comparable provision of any other Requirement
of Law.


 


“Designated
Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Company) of non-cash consideration
received by the Company or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash
Consideration pursuant to a certificate of a Responsible Officer of the Company, setting forth such valuation, less the amount
of cash or cash equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration.


 


“Disqualified
Stock” shall mean, with respect to any person, any Equity Interest of such person that, by its terms (or by the terms
of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening
of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant
to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable
at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for
the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other
Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after
the Latest Maturity Date; provided, however, that only the portion of the Equity Interests that so mature or are
mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such
date shall be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interest is
issued to any employee or to any plan for the benefit of employees of the Company or the Subsidiaries or by any such plan to such
employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased
by the Company or any Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s
termination, death or disability; provided further, however, that, with respect to clause (d) above, Equity Interests
constituting Qualified Equity Interests when issued shall not cease to constitute Qualified Equity Interests as a result of the
subsequent extension of the Latest Maturity Date.


 






    	 	15 	 



     


    

 


“Dollar
Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with
respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by
the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the applicable date of determination)
for the purchase of Dollars with such currency.


 


“Dollars”
or “$” shall mean the lawful currency of the United States of America.


 


“Earnings
Assignment” shall mean the first priority collateral assignment of earnings entered into by the Subsidiary Guarantor
in favor of the Collateral Agent in respect of the Mortgaged Vessel, in substantially the form of Exhibit H or otherwise
reasonably satisfactory to the Administrative Agent.


 


“EBITDA”
shall mean, with respect to Company and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of
the Company and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent
the respective amounts described in subclauses (i) through (vi) of this clause (a) reduced such Consolidated Net Income (and were
not excluded therefrom) for the respective period for which EBITDA is being determined):


 


(i)       provision
for Taxes (including without duplication, Tax distributions) based on income, profits or capital of the Company and the Subsidiaries
for such period, including, without limitation, state, franchise and similar taxes,


 


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


 


(iii)     depreciation
and amortization expenses of the Company and the Subsidiaries for such period,


 


(iv)     business
optimization expenses and other restructuring charges (which, for the avoidance of doubt, shall include, without limitation, the
effect of optimization programs, facility closures, retention, severance, systems establishment costs and excess pension charges);
provided that with respect to each business optimization expense or other restructuring charge, the Company shall have
delivered to the Administrative Agent an officers’ certificate specifying and quantifying such expense or charge,


 






    	 	16 	 



     


    

 


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


 


(vi)       the
amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to any Affiliate (or any
accruals related to such fees and related expenses) during such period not in contravention of this Agreement, and


 


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


 


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


 


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


 


“EEA
Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“environment”
shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the
land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental
Law.


 


“Environmental
Claim” shall mean any and all actions, suits, orders, demands, directives, claims, liens, request for information,
investigations, proceedings or notices of noncompliance or violation by or from any person alleging liability of whatever
kind or nature arising out of, based on or resulting from (i) the presence or Release of, or exposure to, any Hazardous
Materials at any location; or (ii) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law (including any matters related to compliance with OPA
90).


 


“Environmental
Law” shall mean any applicable law, regulation, rule or ordinance, order, decree, judgment, injunction, or other legally
binding requirement or agreement issued, promulgated or entered into by any Governmental Authority, relating to pollution or protection
of the environment, or health and safety, including laws relating to Releases or threatened Releases of Hazardous Materials into
the environment or otherwise relating to Hazardous Materials.


 






    	 	17 	 



     


    

 


“Environmental
Liability” shall mean any loss or liability (including any liability for damages, costs of remediation, fines, penalties
or indemnities), of any Loan Party directly or indirectly resulting from or based on: (a) any actual or alleged violation of any
Environmental Law; (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material;
(c) exposure to any Hazardous Material; (d) any actual or alleged Release or threatened Release of any Hazardous Material; or
(e) any Environmental Claim that relates to or is based upon the operation of the Mortgaged Vessel, including Environmental Claims
based on indemnities or other contractual undertakings.


 


“Environmental
Permits” shall have the meaning assigned to such term in Section 3.16.


 


“Epic
Refinancing” shall mean the payment in full, satisfaction or discharge, as applicable, of all Indebtedness (and termination
of all related commitments) under that certain Loan Agreement, dated as of September 22, 2006 and as amended from time to time,
among Norwegian Epic, Ltd., the lenders from time to time party thereto and Export Finance Commercial Support and Loan Implementation,
as agent.


 


“Equity
Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants,
options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including
any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any
securities or other rights or interests convertible into or exchangeable for any of the foregoing.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and any final regulations
promulgated and the rulings issued thereunder.


 


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any Loan Party or a Subsidiary,
is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA
and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA
Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to
a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or
Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due
date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required
contribution to a Multiemployer Plan; (d) the incurrence by the Company, any Subsidiary or any ERISA Affiliate of any liability
under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the receipt by the Company,
a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by the Company, a
Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Company, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from the Company, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section
305 of ERISA; (h) the conditions for imposition of a lien under ERISA shall have been met with respect to any Plan; (i) with respect
to a Plan, the provision of security pursuant to Section 206(g) of ERISA; (j) a determination that any Plan is, or is expected
to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); or (k) the
withdrawal of the Company, any Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year
in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA.


 






    	 	18 	 



     


    

 


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


 


“Eurocurrency
Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.


 


“Eurocurrency
Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance
with the provisions of Article II.


 


“European
Union” shall mean the political and economic community of twenty-seven member states as of January 1, 2007 (and
all additional member states that accede thereto thereafter in accordance with applicable laws of the European Union) with supranational
and intergovernmental features, located in Europe.


 


“Event
of Default” shall have the meaning assigned to such term in Section 8.01.


 


“Event
of Loss” shall mean any of the following events: (a) the actual or constructive total loss or the arranged or compromised
total loss of the Mortgaged Vessel or (b) the capture, condemnation, confiscation, requisition, purchase, sale, seizure or forfeiture
of, or any taking of title to, the Mortgaged Vessel. An Event of Loss shall be deemed to have occurred (i) in the event of an
actual loss of the Mortgaged Vessel, at noon Greenwich Mean Time on the date of such loss, or if that is not known, on the date
which the Mortgaged Vessel was last heard from, (ii) in the event of damage which results in a constructive or compromised or
arranged total loss of the Mortgaged Vessel, at noon Greenwich Mean Time on the date of the event giving rise to such damage,
or (iii) in the case of an event referred to in clause (b) above, at noon Greenwich Mean Time on the date on which such event
is expressed to take effect by the person making the same.






    	 	19 	 



     


    

 


“Exchange
Act” shall mean the Securities Exchange Act of 1934.


 


“Existing
Term Loans” shall mean all outstanding “Initial Term Loans” under and as defined in this Agreement immediately
prior to the Amendment No. 1 Effective Date.


 


“Excluded
Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be
made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or
measured by its overall net income or branch profits (however denominated, and including (for the avoidance of doubt) any backup
withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), and
franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political
subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender,
having its applicable lending office in, such jurisdiction, or as a result of any other present or former connection with such
jurisdiction (other than any such connection arising solely from this Agreement or any other Loan Documents or any transactions
contemplated thereunder), (b) U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan
Party hereunder or under any other Loan Document that is required to be imposed on amounts payable to a Lender (other than to
the extent such Lender is an assignee pursuant to a request by the Company under Section 2.19) pursuant to laws in force
at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or
its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional
amounts or indemnification payments from any Loan Party with respect to such withholding Tax pursuant to Section 2.17, (c)
any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan
Document that is attributable to the Administrative Agent’s, any Lender’s or any other recipient’s failure
to comply with Section 2.17(e), or (d) any U.S. federal withholding Tax imposed under FATCA.


 


“Extended
Term Loan” shall have the meaning assigned to such term in Section 2.21(e).


 


“Extending
Lender” shall have the meaning assigned to such term in Section 2.21(e).


 


“Extension”
shall have the meaning assigned to such term in Section 2.21(e).


 


“Facility”
shall mean the respective facility and commitments utilized in making any Class of Loans and Extensions thereunder.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any Treasury regulations promulgated thereunder
or official administrative interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the
Code (or any amended or successor version described above) or any intergovernmental agreement (and any related laws or legislation)
implementing the foregoing.


 






    	 	20 	 



     


    

 


“Federal
Funds Effective Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on
the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America
on such day on such transactions as determined by the Administrative Agent.


 


“Fees”
shall mean the Administrative Agent Fees and the Collateral Agent Fees.


 


“Financial
Officer” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer
or Controller of such person.


 


“First
Valuation” shall have the meaning assigned to such term in Section 5.16.


 


“Fiscal
Year” shall mean the fiscal year of the Company and the Subsidiaries ending on December 31st of each
calendar year or such other calendar date as notified by the Company to the Administrative Agent.


 


“Fixed
Charge Coverage Ratio” shall mean, with respect to any person for any period, the ratio of EBITDA of such person for
such period to the Fixed Charges (other than Fixed Charges in respect of Indebtedness that is non-recourse to the Loan Parties)
of such person for such period.


 


“Fixed
Charges” shall mean, with respect to any person for any period, the sum, without duplication, of:


 


(a)       Interest
Expense of such person for such period, and


 


(b)      all
cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock of such person and its
Subsidiaries.


 


“Foreign
Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income tax purposes
and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded
as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a “United States person”
as defined in Section 7701(a)(30) of the Code.


 


“Foreign
Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than
the United States of America, any state thereof or the District of Columbia.


 






    	 	21 	 



     


    

 


“Fourth
Amended and Restated Credit Agreement” shall mean that certain Fourth Amended and Restated Credit Agreement dated as of
January 2, 2019, among NCL Corporation Ltd. and Voyager Vessel Company, LLC as borrowers, the lenders from time to time party
thereto, JP Morgan Chase Bank, N.A. as Administrative Agent and Collateral Agent and the other agents and parties party thereto,
as amended.


 


“Free
Liquidity” shall mean, at any date of determination, the aggregate amount of Unrestricted Cash and any amounts available
for drawing under revolving or other credit facilities of the Company, which remain undrawn, could be drawn for general working
capital purposes or other general corporate purposes and would not, if drawn, be mandatorily repayable within six months.


 


“GAAP”
shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent
basis, subject to the provisions of Section 1.02; provided that any reference to the application of GAAP in Sections 3.13(b),
3.19, 5.03, 5.04, 5.07 and 6.02(e) to any Subsidiary that is incorporated or organized under the laws of any jurisdiction other
than the United States, any state thereof or the District of Columbia (but not as a consolidated Subsidiary of the Company) shall
mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such non-U.S.
Subsidiary.


 


“Governmental
Authority” shall mean the government of the United States of America, or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with
setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar
authority to any of the foregoing).


 


“Guarantee”
of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether
arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to
take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such
Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner
of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other
obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an
account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation,
or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent
or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or
not such Indebtedness or other obligation is assumed by the guarantor; provided, however, the term “Guarantee”
shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable
indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets
permitted by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required
to perform thereunder) as determined by such person in good faith.


 






    	 	22 	 



     


    

 


“guarantor”
shall have the meaning assigned to such term in the definition of the term “Guarantee.”


 


“Hazardous
Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including
explosive or radioactive substances or petroleum by-products or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls or radon gas, biological waste, toxic mold, infectious materials, potentially infectious materials or
disinfecting agents, of any nature subject to regulation or which can give rise to liability under any Environmental Law.


 


“Holdings”
shall mean Norwegian Cruise Line Holdings Ltd., an exempted company incorporated in Bermuda.


 


“Immaterial
Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Company most
recently ended, have assets with a value in excess of 5% of the Consolidated Total Assets or revenues representing in excess of
5% of total revenues of the Company and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with
all Immaterial Subsidiaries as of the last day of the fiscal quarter of the Company most recently ended, did not have assets with
a value in excess of 10% of Consolidated Total Assets or revenues representing in excess of 10% of total revenues of the Company
and the Subsidiaries on a consolidated basis as of such date. Each Immaterial Subsidiary shall be set forth in Schedule 1.01(a),
and the Company shall update such Schedule from time to time after the Closing Date as necessary to reflect all Immaterial Subsidiaries
at such time (the selection of Subsidiaries to be added to or removed from such Schedule to be made as the Company may determine).
Notwithstanding the foregoing, no New Vessel Subsidiary or the Subsidiary Guarantor shall be an Immaterial Subsidiary.


 


“Increased
Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual
of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form
of additional Indebtedness with the same terms, the accretion of original issue discount or liquidation preference and increases
in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.


 






    	 	23 	 



     


    

 


“Incremental
Assumption Agreement” shall mean an Incremental Assumption Agreement in form and substance reasonably satisfactory to
the Administrative Agent, among the Borrower, the Administrative Agent and one or more Lenders providing Refinancing Term Loans
and/or Extended Term Loans.


 


“Indebtedness”
of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale
or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person
issued or assumed as the deferred purchase price of property or services, to the extent that the same would be required to be
shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capital Lease Obligations of such
person, (f) all payments that such person would have to make in the event of an early termination, on the date Indebtedness of
such person is being determined, in respect of outstanding Swap Agreements, (g) the principal component of all obligations, contingent
or otherwise, of such person as an account party in respect of letters of credit, (h) the principal component of all obligations
of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses
(a) to (h) above) and (j) the amount of all obligations of such person with respect
to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased
the liquidation preference of such Disqualified Stock); provided that Indebtedness shall not include (A) trade payables,
accrued expenses and intercompany liabilities arising in the ordinary course of business, (B) prepaid or deferred revenue arising
in the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion
of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset or (D) earn-out obligations
until such obligations become a liability on the balance sheet of such person in accordance with GAAP. The Indebtedness of any
person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that
the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof.


 


“Indemnified
Taxes” shall mean all Taxes imposed on or with respect to or measured by any payment by or on account of any obligation
of any Loan Party hereunder or under any other Loan Document other than (a) Excluded Taxes and (b) Other Taxes.


 


“Indemnitee”
shall have the meaning assigned to such term in Section 10.05(b).


 


“Information”
shall have the meaning assigned to such term in Section 3.14(a).


 


“Initial
Term Facility” shall mean the Initial Term Loan Commitments and any Initial Term Loans made hereunder.


 


“Initial
Term Loan Borrowing” shall mean a Borrowing comprised of Initial Term Loans.


 


“Initial
Term Loan Commitment” shall mean with respect to each Lender, the commitment of such Lender to make “Initial
Term Loans” (under and as defined in this Agreement immediately prior to the Amendment No.
1 Effective Date) in Dollars as set forth in Section 2.01(a). The initial amount of
each Lender’s Initial Term Loan Commitment is set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Initial Term Loan Commitment, as applicable.on
the Closing Date. The aggregate amount of the Initial Term Loan Commitments on the Closing Date iswas
$260,000,000. The Initial Term Loan Commitments terminated on the Closing Date.


 






    	 	24 	 



     


    

 


“Initial
Term Loan Installment Date” shall have the meaning assigned to such term in Section 2.10(a)(i).


 


“Initial
Term Loan Maturity Date” shall mean the third anniversary of the Closing Date.


 


“Initial
Term Loans” shall mean any term loans that are deemed made by the Lenders
to the Borrower from on the Closing Date as
Initial Term Loans pursuant to Section 2.01(a). The aggregate principal amount
of the Initial Term Loans on the Amendment No. 1 Effective Date is $147,680,000.00.


 


“Insurance
Assignment” shall mean the first priority assignment of insurance made or to be made by (a) the Subsidiary Guarantor
in favor of the Collateral Agent in respect of the Mortgaged Vessel and (b) the Company in favor of the Collateral Agent in respect
of the Mortgaged Vessel, in each case substantially in the form of Exhibit I or otherwise reasonably satisfactory
to the Administrative Agent.


 


“Interest
Election Request” shall mean a request by the Company to convert or continue a Borrowing in accordance with Section 2.07.


 


“Interest
Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense (including any
commitment or utilization fees in respect of available or undrawn amounts under loan, letter of credit or similar facilities)
of such person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization
of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of Indebtedness to the
extent included in interest expense and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations
allocable to interest expense and (b) capitalized interest of such person. For purposes of the foregoing, gross interest expense
shall be determined after giving effect to any net payments made or received and costs incurred by the Company and the Subsidiaries
with respect to Swap Agreements.


 


“Interest
Payment Date” shall mean, (a) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three
months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing
with or to a Borrowing of a different Type and (b) with respect to any ABR Loan, the last day of each calendar quarter, or if
any such day is not a Business Day, on the next succeeding Business Day.


 






    	 	25 	 



     


    

 


“Interest
Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the
last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or
6 months thereafter (or 12 months or a period shorter than one month, if at the time of the relevant Borrowing, all Lenders make
interest periods of such length available), as the Company may elect, or the date any Eurocurrency Borrowing is converted to an
ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Sections 2.09, 2.10 or 2.11; provided,
however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.


 


“Investment”
shall have the meaning assigned to such term in Section 6.04.


 


“ISM
Code” shall mean the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted
pursuant to Resolution A.741(18) of the International Maritime Organization and incorporated into the International Convention
for the Safety of Life at Sea 1974 (SOLAS), and shall include any amendments or extensions thereto and any regulation issued pursuant
thereto.


 


“ISM
Code Documentation” in relation to the Mortgaged Vessel includes: (a) the document of compliance (“DOC”)
and safety management certificate (“SMC”) issued pursuant to the ISM Code in relation to the Mortgaged Vessel
within the periods specified by the ISM Code, (b) all other documents and data which are relevant to the ISM Safety Management
Systems and its implementation and verification which the Administrative Agent may reasonably require and (c) any other documents
which are prepared or which are otherwise relevant to establish and maintain the Mortgaged Vessel’s or the Subsidiary Guarantor’s
compliance with the ISM Code which the Administrative Agent may reasonably require.


 


“ISM
Safety Management Systems” shall mean the Safety Management System referred to in Clause 1.4 (or any other relevant
provision) of the ISM Code.


 


“ISPS
Code” shall mean the International Ship and Port Facility Security Code incorporated into the International Convention
for the Safety of Life at Sea 1974 (SOLAS), and shall include any amendments or extensions thereto and any regulation issued pursuant
thereto.


 


“Joint
Bookrunners” shall mean, collectively, each entity listed as such on the cover of this Agreement, in each case in its
capacity as such.


 


“Judgment
Currency” shall have the meaning assigned to such term in Section 10.19.


 


“Junior
Financing” shall have the meaning assigned to such term in Section 6.09(b).


 






    	 	26 	 



     


    

 


“Junior
Financing” shall mean (x) any Indebtedness subordinated to the Loans permitted hereunder to be incurred or any Permitted
Refinancing Indebtedness in respect thereof or any preferred Equity Interests or any Disqualified Stock and (y) solely during
the period from and after the Amendment No. 1 Effective Date and until all principal of and interest on each Deferred Term Loan
has been paid in full, for purposes of Section 6.16, (1) unsecured Indebtedness and (2) Indebtedness secured by Liens on the Collateral
ranking junior to the Liens thereon securing the Obligations.


 


“Junior
Indebtedness” shall mean Indebtedness of the Company or any of the Subsidiaries that (a) is expressly subordinated to
the prior payment in full in cash of the Obligations (and any related Guarantees) on terms reasonably satisfactory to the Administrative
Agent, (b) provides that interest in respect of such Indebtedness shall not be payable in cash, (c) has a final maturity date
that is not earlier than the Latest Maturity Date and has no scheduled payments of principal thereon (including pursuant to a
sinking fund obligation or mandatory redemption obligations (other than pursuant to customary provisions relating to redemption
or repurchase upon change of control or sale of assets)) prior to such final maturity date and (d) is not subject to covenants,
events of default and remedies that, in the aggregate, are more onerous to the Borrower, than the terms of this Agreement; provided
that such Indebtedness shall not be subject to any financial maintenance covenants; provided, further that Indebtedness
constituting Junior Indebtedness when incurred shall not cease to constitute Junior Indebtedness as a result of the subsequent
extension of the Latest Maturity Date.


 


“Latest
Maturity Date” shall mean, at any date of determination, the latest Term Facility Maturity Date in each case as extended
in accordance with the Agreement from time to time.


 


“Lender”
shall mean each financial institution listed on Schedule 2.01, as well as any person that becomes a “Lender”
hereunder pursuant to Section 10.04 or Section 2.21 (in each case, other than any such person that has ceased to be
a party hereto pursuant to an Assignment and Acceptance in accordance with Section 10.04).


 


“Lending
Office” shall mean, as to any Lender, the applicable branch(es), office(s) or Affiliate(s) of such Lender designated
by such Lender in its Administrative Questionnaire or otherwise to make Loans.


 


“LIBOR”
shall have the meaning assigned to such term in the definition of LIBO Rate.


 


“LIBO
Rate” shall mean:


 


(a)       for
any Interest Period with respect to a Eurocurrency Borrowing, the rate per annum equal to the London Interbank Offered Rate as
administered by ICE Benchmark Administration (or any other Pperson
that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period) (“LIBOR”)
as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as
may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period;


 






    	 	27 	 



     


    

 


(b)       for
any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London
time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and


 


(c)       if
the LIBO Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“LIBO
Screen Rate” shall mean the LIBOR quote on the applicable screen page the Administrative Agent designates to determine
LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time).


 


“LIBOR
Successor Rate” shall have the meaning assigned to such term in Section 2.14.


 


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


 


“Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, assignment, security
interest or encumbrance of any kind in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as
any of the foregoing) relating to such asset.


 


“Loan
Component” shall have the meaning assigned to such term in the definition of Loan-to-Value Ratio in this Section 1.01.


 


“Loan
Documents” shall mean this Agreement, the Security Documents, each Incremental Assumption Agreement, any amendments
or other instruments executed in connection with this Agreement, any Note issued under Section 2.09(e) and, solely
for the purposes of Section 8.01 of this Agreement, any fee letters entered into between the Agents, the Arrangers, the Joint
Bookrunners and the Borrower.


 


“Loan
Parties” shall mean the Borrower and the Subsidiary Guarantor.


 






    	 	28 	 



     


    

 


“Loans”
shall mean the Initial Term Loans, the Deferred Term Loans, the Refinancing Term
Loans (if any) and the Extended Term Loans (if any).


 


“Loan-to-Value
Ratio” shall mean, as of any date, the ratio of (a) the aggregate principal amount (the “Loan Component”)
of all Term Loans outstanding on such day to (b) the sum (the “Value Component”) of (i) the amount of
the most recent Valuation (determined in accordance with Section 5.16) for the Mortgaged Vessel plus (ii) the Cure
Collateral Fair Market Value of all property added as Collateral pursuant to Section 8.02(a) through such date. Each determination
of the Loan-to-Value Ratio on any day shall be made (A) first, without giving effect to any cure transaction permitted by Section
8.02(a) or (b) made (or to be made) on such day and (B) then, to determine compliance, with giving effect to any such cure transaction
made on such day.


 


“Local
Time” shall mean New York City time.


 


“Market
Capitalization” shall mean an amount equal to (i) the total number of issued and outstanding shares of common (or common
equivalent) Equity Interests of Holdings on the date of the declaration of the relevant Restricted Payment multiplied by (ii)
the arithmetic mean of the closing prices per share of the common (or common equivalent) Equity Interests for the 30 consecutive
trading days immediately preceding the date of declaration of such Restricted Payment.


 


“Majority
Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans representing more than 50%
of the sum of all Loans outstanding under such Facility at such time.


 


“Management
Group” shall mean the group consisting of the directors, executive officers and other management personnel of the Company
and any subsidiary of the Company, as the case may be, on the Closing Date together with (a) any new directors whose election
by such boards of directors or whose nomination for election by the shareholders of Company and its subsidiary, as the case may
be, was approved by a vote of a majority of the directors of the Company and the relevant subsidiary, as the case may be, then
still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b)
executive officers and other management personnel of the Company and any subsidiary of the Company, as the case may be, hired
at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors
of the Company and any subsidiary of the Company, as the case may be.


 


“Margin
Stock” shall have the meaning assigned to such term in Regulation U.


 


“Material
Adverse Effect” shall mean a material adverse effect on (i) the business, property, operations or condition of the Company
and the Subsidiaries (taken as a whole), (ii) the validity or enforceability of any of the Loan Documents or the rights and remedies
of the Administrative Agent and the Lenders thereunder or (iii) the value of the Collateral.


 


“Material
Indebtedness” shall mean Indebtedness (other than Loans) of any one or more of the Company or any Subsidiary in an aggregate
principal amount exceeding $75,000,000.


 






    	 	29 	 



     


    

 


“Material
Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary or an Unrestricted Subsidiary.


 


“Maximum
Rate” shall have the meaning assigned to such term in Section 10.08.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“Mortgaged
Vessel” shall mean the NORWEGIAN JEWEL, and all appurtenances thereto.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company, any Subsidiary
or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414)
is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an
obligation to make contributions.


 


“Net
Income” shall mean, with respect to any person, the net income (loss) of such person, determined in accordance with
GAAP and before any reduction in respect of preferred stock dividends.


 


“Net
Proceeds” shall mean [*]% of the cash proceeds actually received by the Borrower or the Subsidiary Guarantor (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when
received) from any Asset Sale or Event of Loss of, or related to, the Mortgaged Vessel, net of, without duplication, (i) attorneys’
fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording
charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating
to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant
to the Loan Documents and other than debt or obligations secured by Liens ranking pari passu or junior to the Liens securing the
Obligations) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection
therewith, (ii) Taxes paid or payable as a result thereof and (iii) the amount of any reasonable reserve established in accordance
with applicable law or GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant
to clause (i) or (ii) above) (x) related to any of the applicable assets and (y) retained by the Company or any Subsidiary
including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than
in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Asset Sale occurring
on the date of such reduction));); 
provided that, if no Default or Event of Default exists and the Company shall deliver a certificate of a Responsible Officer
of the Company to the Administrative Agent promptly following receipt of any such proceeds setting forth the Company’s intention
to use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the
business of the Company and the Subsidiaries or to make investments in Permitted Business Acquisitions, in each case within 18
months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 18 months
of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are
not so used within such 18-month period but within such 18-month period are contractually committed to be used, then upon the
termination or expiration of such contract, such remaining portion shall constitute Net Proceeds as of the date of such termination
or expiration without giving effect to this proviso); provided, further, that (x) no proceeds realized in a single
transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $30,000,000 and
(y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such fiscal
year shall exceed $60,000,000.


 






    	 	30 	 



     


    

 


For purposes
of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Company or any Affiliate
of the Company shall be disregarded, except for financial advisory fees customary in type and amount paid to any Affiliate not
prohibited from being paid hereunder.


 


“New
Vessel Financing” shall mean any financing arrangement entered into by any New Vessel Subsidiary in connection with
any acquisition of one or more Vessels.


 


“New
Vessel Subsidiary” shall mean any Wholly Owned Subsidiary of the Company that is formed for the purpose of acquiring
one or more Vessels.


 


“New
York Courts” shall have the meaning assigned to such term in Section 10.15(a).


 


“Non-Bank
Tax Certificate” shall have the meaning assigned to such term in Section 2.17(e).


 


“Non-Consenting
Lender” shall have the meaning assigned to such term in Section 2.19(c).


 


“Non-Defaulting
Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.


 


“NORWEGIAN
JEWEL” shall mean the Norwegian Jewel, IMO number 9304045, currently registered in the name of Norwegian Jewel Limited
under the Bahamian flag with the official number 8000877.


 


“Note”
shall have the meaning assigned to such term in Section 2.09(e).


 


“Obligations”
shall have the meaning assigned to such term in the Collateral Agreement and shall include, for the avoidance of doubt, the “Obligations”
and “Loan Document Obligations” (each as defined therein) of the Borrower under the Collateral Agreement.


 


“Offering
Memorandum” shall mean the confidential Offering Memorandum, dated December 5, 2016, as amended or modified from time
to time, in respect of the 4.75% Notes.


 


“OPA
90” shall mean the Oil Pollution Act of 1990, 33 U.S.C. §2701 et seq.


 






    	 	31 	 



     


    

 


“Other
Taxes” shall mean any and all present or future stamp, registration, documentary, intangible, recording, filing or any
other excise, property or similar Taxes (including related reasonable out-of-pocket expenses with regard thereto) arising from
any payment made hereunder or made under any other Loan Document or from the execution or delivery of, registration or enforcement
of, consummation or administration of, or otherwise with respect to, this Agreement or any other Loan Document; provided
that such term shall not include any of the foregoing Taxes (i) that result from an assignment, grant of a participation pursuant
to Section 10.04(d) or transfer or assignment to or designation of a new lending office or other office for receiving payments
under any Loan Document (“Assignment Taxes”) to the extent such Assignment Taxes are imposed as a result of
a connection between the assignor/participating Lender and/or the assignee/Participant and the taxing jurisdiction (other than
a connection arising solely from any Loan Documents or any transactions contemplated thereunder), except to the extent that any
such action described in this proviso is requested or required by the Company, or (ii) Excluded Taxes.


 


“Other
Term Loan Installment Date” shall have the meaning assigned to such term in Section 2.10(a)(ii).


 


“Overdraft
Line” shall have the meaning assigned to such term in Section 6.01(x).


 


“parent”
shall have the meaning given such term in the definition of the term “subsidiary.”


 


“Parent
Entity” shall mean any direct or indirect parent of the Company.


 


“Participant”
shall have the meaning assigned to such term in Section 10.04(d)(i).


 


“Participant
Register” shall have the meaning assigned to such term in Section 10.04(d)(i).


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Perfection
Certificate” shall mean a certificate in the form of Exhibit M or any other form approved by the Collateral
Agent, as the same shall be supplemented from time to time.


 


“Permitted
Additional Debt” shall mean any Indebtedness for borrowed money (a) for which the average life to maturity of such Permitted
Additional Debt is greater than or equal to the remaining weighted average life to maturity of the Class of Term Loans then outstanding
with the greatest remaining weighted average life to maturity and (b) that does not have a stated maturity prior to the date that
is 91 days after the Latest Maturity Date; provided that Indebtedness constituting Permitted Additional Debt when incurred
shall not cease to constitute Permitted Additional Debt as a result of the subsequent extension of the Latest Maturity Date.


 






    	 	32 	 



     


    

 


“Permitted
Business Acquisition” shall mean any acquisition of all or substantially all of the assets of, or all or a majority
of the common Equity Interests in, a person or division or line of business of a person (or any subsequent investment made in
a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect
thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related
thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with
cash consideration in excess of $[*], the Company and the Subsidiaries shall be in Pro Forma Compliance after giving effect to
such acquisition or investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable
for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10,
any person acquired in such acquisition, if acquired by the Borrower or the Subsidiary Guarantor, shall be merged into the Borrower
or the Subsidiary Guarantor; and (vi) unless immediately after giving effect to such acquisition the Company is in Ratio Compliance,
the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by the Borrower
or a Restricted Subsidiary or in Equity Interests in persons that do not become Restricted Subsidiaries upon consummation of such
acquisition shall not exceed the greater of (x) [*]% of Consolidated Total Assets and (y) $[*].


 


“Permitted
Cure Securities” shall mean any Equity Interests of the Company other than Disqualified Stock, and upon which all dividends
or distributions (if any) shall, prior to 91 days after the Latest Maturity Date, be payable solely in additional shares of such
Equity Interests; provided that Equity Interests constituting Permitted Cure Securities when issued shall not cease to
constitute Permitted Cure Securities as a result of the subsequent extension of the Latest Maturity Date.


 


“Permitted
Flag Jurisdiction” shall mean the Republic of the Marshall Islands, the Bahamas, Panama, Bermuda, the Republic of Cyprus,
Isle of Man, Liberia, the United Kingdom, the United States of America, or any other jurisdiction approved by the Administrative
Agent (such approval not to be withheld unreasonably).


 


“Permitted
Holder” shall mean, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any person that has no material
assets other than the Equity Interests of the Company and, directly or indirectly, holds or acquires 100% of the total voting
power of the Equity Interests of the Company, and of which no other person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in
clauses (i) and (ii) above and (iv) below, holds more than 50% of the total voting power of the Equity Interests thereof and (iv)
any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members
of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or
acquire beneficial ownership of the Equity Interests of the Company (a “Permitted Holder Group”), so long as
(1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or
acquired by such member and (2) no person or other “group” (other than the Permitted Holders specified in clauses
(i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Equity Interests held by the Permitted Holder
Group.


 






    	 	33 	 



     


    

 


“Permitted
Investments” shall mean:


 


(a)       direct
obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed
by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding
two years;


 


(b)       time
deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital, surplus and undivided profits in excess of $500,000,000 and
whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or
higher by at least one nationally recognized statistical rating organization (registered
under Section 15E of the Exchange Act);


 


(c)       repurchase
obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered
into with a bank meeting the qualifications described in clause (b) above;


 


(d)       commercial
paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than the Company or an Affiliate
of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by
the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according
to Moody’s, or A-1 (or higher) according to S&P;


 


(e)       securities
with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory
of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P
or A by Moody’s;


 


(f)       shares
of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of
clauses (a) through (e) above;


 


(g)       money
market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated
AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $500,000,000;


 


(h)       time
deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 0.5% of the total
assets of the Company and the Subsidiaries, on a consolidated basis, as of the end of the Company’s most recently completed
fiscal year; and


 


(i)        instruments
equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality
and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside
the United States to the extent reasonably required in connection with any business conducted by the Company or any Subsidiary
organized in such jurisdiction.


 






    	 	34 	 



     


    

 


“Permitted
Liens” shall have the meaning assigned to such term in Section 6.02.


 


“Permitted
Loan Purchase Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender as an Assignor
and the Company as an Assignee, and accepted by the Administrative Agent, in the form of Exhibit N or such other form
as shall be approved by the Administrative Agent and the Company (such approval not to be unreasonably withheld or delayed).


 


“Permitted
Loan Purchases” shall have the meaning assigned to such term in Section 10.04(i).


 


“Permitted
Loan Purchases Amount” shall mean [*]% of the sum of the aggregate principal amount of the Term Loans drawn on or after
the Closing Date.


 


“Permitted
Ratio Debt” shall mean secured or unsecured debt issued by the Company or its Subsidiaries, (i) if secured by the Collateral,
the Liens with respect to which are subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement
in form and substance reasonably satisfactory to the Administrative Agent, (ii) the terms of which do not provide for a stated
maturity date prior to the date that is 91 days after the Latest Maturity Date and (iii) the covenants, events of default, Subsidiary
guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, either (x) are not more
restrictive to the Company and its Subsidiaries than the terms of the Senior Unsecured Notes Documents, or (y) if more restrictive,
the Loan Documents are amended to contain such more restrictive terms (which amendments shall automatically occur); provided
that Indebtedness constituting Permitted Ratio Debt when incurred shall not cease to constitute Permitted Ratio Debt as a
result of the subsequent extension of the Latest Maturity Date.


 


“Permitted
Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being
Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal
amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon and underwriting
discounts, fees, commissions and expenses), (b)(i) the final maturity date of such Permitted Refinancing Indebtedness is on or
after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) 91 days after the Latest Maturity
Date and (ii) the average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to the lesser of
(i) the weighted average life to maturity of the Indebtedness being Refinanced and (ii) the weighted average life to maturity
of the Class of Term Loans then outstanding with the greatest remaining weighted average life to maturity, (c) if the Indebtedness
being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness
shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained
in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors
that are not obligated with respect to the Indebtedness so Refinanced, or greater guarantees or security, than the Indebtedness
being Refinanced and (e) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with,
or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including
in respect of working capital facilities of Subsidiaries that are not the Subsidiary Guarantor otherwise permitted under this
Agreement only, any collateral pursuant to after-acquired property clauses to the extent any such collateral secured the Indebtedness
being Refinanced) on terms no less favorable to the Secured Parties than those contained in the documentation governing the Indebtedness
being Refinanced; provided further, that with respect to a Refinancing of (x) Permitted Additional Debt that is subordinated,
such Permitted Refinancing Indebtedness shall (i) be subordinated to the guarantee by the Subsidiary Guarantor of the Facilities,
and (ii) be otherwise on terms (other than interest rate and redemption premiums), taken as a whole, not materially less favorable
to the Lenders than those contained in the documentation governing the Indebtedness being refinanced, and (y) Permitted Additional
Debt, such Permitted Refinancing Indebtedness shall meet the requirements of the definition of “Permitted Additional Debt”;
provided further, that Indebtedness constituting Permitted Refinancing Indebtedness shall not cease to constitute Permitted
Refinancing Indebtedness as a result of the subsequent extension of the Latest Maturity Date.


 






    	 	35 	 



     


    

 


“Permitted
Vessel Transfer” shall have the meaning assigned to such term in Section 5.10(g).


 


“person”
shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability
company or government, individual or family trusts, or any agency or political subdivision thereof.


 


“Plan”
shall mean any employee pension benefit plan (other than a Multiemployer Plan) that is (i) subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA, (ii) sponsored or maintained or contributed to (at the
time of determination or at any time within the five years prior thereto) by any Loan Party or ERISA Affiliate, and (iii) in respect
of which the Loan Party or ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Platform”
shall have the meaning assigned to such term in Section 10.17.


 


“Pledged
Collateral” shall have the meaning assigned to such term or any equivalent term in the Subsidiary Guarantor Pledge Agreement
or in the Collateral Agreement.


 


“primary
obligor” shall have the meaning given such term in the definition of the term “Guarantee.”


 






    	 	36 	 



     


    

 


“Pro
Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to the commencement
of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such
calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first
day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”):
(i) in making any determination of EBITDA, (x) effect shall be given to any Asset Sale, any acquisition, Investment, improvement
(or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent
of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any
designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation and any restructurings of the business
of the Company or any Subsidiary that are expected to have a continuing impact and are factually supportable, which would include
cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which
adjustments the Company determines are reasonable as set forth in a certificate of a Financial Officer of the Company (the foregoing,
together with any transactions related thereto or in connection therewith, the “relevant transactions”), in
each case that occurred during the Reference Period or, in the case of determinations made pursuant to the definition of the term
 “Permitted Business Acquisition” or pursuant to Article VI, occurring during the Reference Period or thereafter
and through and including the date upon which the respective Permitted Business Acquisition or relevant transaction is consummated,
and (y) on or following the delivery date of any new Vessel and for so long as such Reference Period includes such delivery date,
in the event that the Company or any Subsidiary took delivery of any new Vessel during such Reference Period, EBITDA shall include
the projected EBITDA (based on reasonable assumptions) for such Vessel as if such Vessel had been in operation on the first day
of such Reference Period (as set forth in reasonable detail on an officer’s certificate prepared in good faith by a Responsible
Officer of the Company), and (ii) in making any determination on a Pro Forma Basis, all Indebtedness (including Indebtedness issued,
incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated,
whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working
capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference
Period (or, in the case of determinations made pursuant to the definition of the term, “Permitted Business Acquisition”
or pursuant to Article VI, occurring during the Reference Period or thereafter and through and including the date upon which
the respective Permitted Business Acquisition or relevant transaction is consummated) shall be deemed to have been issued, incurred,
assumed or permanently repaid at the beginning of such period except that any Indebtedness incurred in connection with the financing
of a new Vessel shall be deemed to have not been incurred until the relevant delivery date for such Vessel, and (iii) (A) any
Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary
Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation
then being designated, collectively, and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given
to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries after the first day of the relevant
Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary,
collectively. Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be
determined in good faith by a Responsible Officer of the Company and may include adjustments to reflect (1) operating expense
reductions and other operating improvements or synergies reasonably expected to result from any relevant pro forma event and (2)
all adjustments of the nature used in connection with the calculation of Adjusted EBITDA as set forth in footnote 4 to the “Summary
Consolidated Financial Data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to
be applicable to such Reference Period. The Company shall deliver to the Administrative Agent a certificate of a Financial Officer
of the Company setting forth such demonstrable or additional operating expense reductions, other operating improvements or synergies
and adjustments pursuant to clause (2), and information and calculations supporting them in reasonable detail.


 






    	 	37 	 



     


    

 


“Pro
Forma Compliance” shall mean, at any date of determination, that, on a Pro Forma Basis after giving effect to the relevant
transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), the Company would not
violate the financial covenants set forth in Sections 6.12, 6.13, 6.14 and 6.15, after recomputing the ratios and amounts measured
thereunder as of the last day of the most recently ended fiscal quarter of the Company for which the financial statements and
certificates required pursuant to Section 5.04 have been delivered, and the Company shall have delivered to the Administrative
Agent a certificate of a Responsible Officer of the Company to such effect, together with all relevant financial information.


 


“Pro
Rata Extension Offer” shall have the meaning assigned to such term in Section 2.21(e).


 


“Process
Agent” shall have the meaning assigned to such term in Section 10.15(c).


 


“Projections”
shall mean the projections of the Company and the Subsidiaries included in the Information and any other projections and any forward-looking
statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative
Agent by or on behalf of the Company or any Subsidiary prior to the Closing Date.


 


“PTE”
meansshall mean a prohibited transaction
class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Public
Lender” shall have the meaning assigned to such term in Section 10.17.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” shall have the meaning assigned to such term in Section 10.27.


 


“Qualified
Equity Interests” shall mean any Equity Interest other than Disqualified Stock.


 


“Rate”
shall have the meaning assigned to such term in the definition of the term “Type.”


 


“Ratio
Compliance” shall mean, at any date of determination, that (A) the Loan-to-Value Ratio on a Pro Forma Basis is equal
to or less than [*] to 1.0, or (B) the Fixed Charge Coverage Ratio on a Pro Forma Basis is at least [*] to 1.0.


 






    	 	38 	 



     


    

 


“Real
Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and
all parcels of or interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means,
together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant
fixtures and equipment, incidental to the ownership, lease or operation thereof.


 


“Reference
Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”


 


“Refinance”
shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,”
 “Refinancing” and “Refinanced” shall have a meaning correlative thereto.


 


“Refinancing
Effective Date” shall have the meaning assigned to such term in Section 2.21(j).


 


“Refinancing
Term Loans” shall have the meaning assigned to such term in Section 2.21(j).


 


“Register”
shall have the meaning assigned to such term in Section 10.04(b)(iv).


 


“Regulation
U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 


“Related
Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors,
trustees, officers, employees, agents and advisors of such person and such person’s Affiliates.


 


“Release”
shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, emanating or migrating in, into, onto or through the environment or into or out of any property of Hazardous
Materials.


 


“Relevant
Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending
a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.


 


“Remaining
Present Value” shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled
future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such
lease reasonably determined at the time such lease was entered into.


 






    	 	39 	 



     


    

 


“Reportable
Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder,
other than those events as to which the 30 day notice period referred to in Section 4043(c) of ERISA has been waived, with
respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m)
or (o) of Section 414 of the Code).


 


“Required
Lenders” shall mean, at any time, Lenders having Loans outstanding that taken together, represent more than 50% of the
sum of all Loans outstanding at such time. The Loans of any Defaulting Lender shall be disregarded in determining Required Lenders
at any time.


 


“Resolution
Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible
Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or
similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement and,
solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated
by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan
Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.


 


“Restricted
Subsidiary” meansshall mean
any Subsidiary that is not an Unrestricted Subsidiary.


 


“S&P”
shall mean Standard & Poor’s Ratings Group, Inc.


 


“Sale
and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.


 


“Sanctioned
Country” meansshall mean, at
any time, a country, region or territory which is itself the subject or target of comprehensive Sanctions (at the time of this
Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea).


 


“Sanctioned
Person” meansshall mean, at
any time, any person with whom dealings are prohibited under Sanctions, including (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, any European Union member state or Her Majesty’s
Treasury of the United Kingdom, (b) any person organized or resident in a Sanctioned Country or (c) any person owned or controlled
by any such person or persons described in the foregoing clauses (a) or (b).


 


“Sanctions”
meansshall mean 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
or Norway.


 






    	 	40 	 



     


    

 


“Scheduled
Unavailability Date” shall have the meaning assigned to such term in Section 2.14.


 


“SEC”
shall mean the United States Securities and Exchange Commission or any successor thereto.


 


“Second
Valuation” shall have the meaning assigned to such term in Section 5.16.


 


“Secured
Parties” shall mean the “Secured Parties” as defined in the Collateral Agreement.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Security
Documents” shall mean the Vessel Mortgage, the Deed of Covenants, the Collateral Agreement, the Subsidiary Guarantor
Pledge Agreement, the Earnings Assignment, the Insurance Assignment and each of the security agreements and other instruments
and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10.


 


“Senior
Unsecured Notes” shall mean NCL’s 4.750% senior notes due 2021 (the “4.75% Notes”), pursuant
to an indenture, dated as of December 14, 2016, between NCL and U.S. Bank National Association, as trustee (the “4.75%
Notes Indenture”), and/or any notes issued by NCL in exchange for, and as contemplated by, the 4.75% Notes and the related
registration rights agreement with substantially identical terms as the 4.75% Notes, in each case as in effect on the Closing
Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof
and of this Agreement.


 


“Senior
Unsecured Notes Documents” shall mean the Senior Unsecured Notes and the Senior Unsecured Notes Indentures.


 


“Senior
Unsecured Notes Indentures” shall mean the 4.75% Notes Indenture, as in effect on the Closing Date and as amended, restated,
supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.


 


“Similar
Business” shall mean a business, the majority of whose revenues are derived from the activities of the Company and its
Subsidiaries as of the Closing Date or any business or activity that is reasonably similar or complementary thereto or a reasonable
extension, development or expansion thereof or ancillary thereto.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or
any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.


 


“SOFR-Based
Rate” shall mean SOFR or Term SOFR.


 






    	 	41 	 



     


    

 


“Sponsors”
shall mean (i) Apollo Management, L.P. and any of its respective Affiliates other than any portfolio companies not primarily engaged
in the cruise business (collectively, the “Apollo Sponsors”), (ii) TPG Global, LLC, TPG Capital and any of
their respective Affiliates other than any portfolio companies (collectively, the “TPG Sponsors”), (iii) Genting
Hong Kong Limited, and any of its respective Affiliates (collectively, the “Genting Sponsors”), and (iv) any
person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)
with any Apollo Sponsors, TPG Sponsors and/or Genting Sponsors; provided that the Apollo Sponsors, TPG Sponsors and/or
Genting Sponsors (x) owns a majority of the voting power and (y) controls a majority of the board of directors of such group.


 


“Spot
Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the person acting
in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the
foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial
institution designated by the Administrative Agent if the person acting in such capacity does not have as of the date of determination
a spot buying rate for any such currency.


 


“Statutory
Reserves” shall mean, with respect to any currency, any reserve, liquid asset or similar requirements established by
any Governmental Authority of the United States, the United Kingdom or the European Union or of the jurisdiction of such currency
or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category
of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable
to Loans in such currency are determined.


 


“Subagent”
shall have the meaning assigned to such term in Section 9.02.


 


“subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership,
association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity
or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination
is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Subsidiary”
shall mean, unless the context otherwise requires, a subsidiary of the Company. Notwithstanding the foregoing (and except for
purposes of Sections 3.08, ‎3.09, ‎3.13, ‎3.15, ‎3.16, ‎5.03, ‎5.09 and ‎8.01(k), and the definition
of “Unrestricted Subsidiary” contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary
of the Company or any of its Subsidiaries for purposes of this Agreement.


 


“Subsidiary
Guarantor” shall mean the direct or indirect Subsidiary of the Company which directly owns the Mortgaged Vessel.


 






    	 	42 	 



     


    

 


“Subsidiary
Guarantor Pledge Agreement” shall mean (a) the Isle of Man law Pledge Agreement dated as of the Closing Date between
NCL International, Ltd. and the Collateral Agent in respect of the equity of the Subsidiary Guarantor and (b) any additional pledge
agreement relating to the Equity Interests of the Subsidiary Guarantor.


 


“Subsidiary
Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary.”


 


“Supported
QFC” shall have the meaning assigned to such term in Section 10.27.


 


“Swap
Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or
similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments
or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments
only on account of services provided by current or former directors, officers, employees or consultants of the Company or any
of the Subsidiaries shall be a Swap Agreement.


 


“Tax
Agreements” shall have the meaning assigned to such term in Section 6.06(b).


 


“Taxes”
shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar
charges imposed by any Governmental Authority whether computed on a separate, consolidated, unitary, combined or other basis and
any interest, fines, penalties or additions to tax with respect to the foregoing.


 


“Term
Loan Installment Date” shall mean any Initial Term Loan Installment Date or any Other Term Loan Installment Date.


 


“Term
Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Initial Term Facility and
the Deferred Term Facility in effect on the ClosingAmendment
No. 1 Effective Date, the Initial Term Loan Maturity Date and (b) with respect to any other Class of Term Loans, the
maturity dates specified therefor in the applicable Incremental Assumption Agreement.


 


“Term
Loans” shall mean the Initial Term Loans, the Deferred Term Loans and/or the
Refinancing Term Loans and/or the Extended Term Loans.


 


“Term
SOFR” shall mean the forward-looking term rate for any period that is approximately (as determined by the Administrative
Agent”) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that
is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an
information service as selected by the Administrative Agent from time to time in its reasonable discretion.


 






    	 	43 	 



     


    

 


“Test
Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Company then
most recently ended (taken as one accounting period).


 


“Third
Valuation” shall have the meaning assigned to such term in Section 5.16.


 


“Total
Capitalization” shall mean, at any date of determination, the Total Net Funded Debt plus the consolidated stockholders’
equity of the Company and its Subsidiaries at such date determined in accordance with GAAP and derived from the then latest unaudited
and consolidated financial statements of the Company and its Subsidiaries delivered to the Administrative Agent in the case of
the first three quarters of each fiscal year and the then latest audited and consolidated financial statements delivered to the
Administrative Agent in the case of each fiscal year; provided it is understood that the effect of any impairment of intangible
assets shall be added back to stockholders’ equity and provided further, that Total Capitalization shall be determined
on a Pro Forma Basis.


 


“Total
Leverage Ratio” shall mean, on any date, the ratio of (a) (i) the aggregate principal amount of Consolidated Debt of
the Company and its Subsidiaries outstanding as of the last day of the Test Period most recently ended as of such date less (ii)
without duplication, the Unrestricted Cash and Permitted Investments of the Company and its Subsidiaries as of the last day of
such Test Period, to (b) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided,
that the Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.


 


“Total
Net Funded Debt” shall mean, as at any relevant date:


 


(i)       Indebtedness
for borrowed money of the Company and its Subsidiaries; and


 


(ii)       the
amount of any Indebtedness for borrowed money of any person other than the Company or its Subsidiaries but which is guaranteed
by the Company or any of its Subsidiaries as at such date:


 


less an amount
equal to any Unrestricted Cash as at such date; provided that any amounts available for drawing under revolving or other
credit facilities of the Company and its Subsidiaries which remain undrawn shall not be counted as cash or indebtedness for the
purposes of Total Net Funded Debt and provided further, that Total Net Funded Debt shall be determined on a Pro Forma Basis.


 


“Transactions”
shall mean, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they
are a party and, in the case of the Borrower, the making of the Borrowings hereunder, and (b) the payment of related fees and
expenses.


 


“Type”
shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate
and the ABR.


 






    	 	44 	 



     


    

 


“UK
Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain
credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility
for the resolution of any UK Financial Institution.


 


“Unfunded
Pension Liability” shall mean the excess of a Plan’s “accumulated benefit obligations” as defined
under Statement of Financial Accounting Standards No. 87, over the current fair market value of that Plan’s assets.


 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State
of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be
required to apply to any item or items of Collateral.


 


“United
Kingdom” and “U.K.” shall mean the United Kingdom of Great Britain and Northern Ireland.


 


“United
States” and “U.S.” shall mean the United States of America.


 


“Unrestricted
Cash” shall mean cash or cash equivalents of the Company or any of its Subsidiaries that would not appear as “restricted”
on a consolidated balance sheet of the Company or any of its Subsidiaries.


 


“Unrestricted
Subsidiary” shall mean any Subsidiary of the Company that is acquired or created after the Closing Date and designated
by the Company as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided, that the
Company shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default
or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation
(as well as all other such designations theretofore consummated after the first day of such Reference Period), the Company shall
be in Pro Forma Compliance, (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Company or
any of its Subsidiaries) through Investments as permitted by, and in compliance with, ‎Section 6.04, (d) [reserved]; (e) such
Subsidiary shall have been designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants and
defaults) under the Senior Unsecured Notes Indentures, all Permitted Additional Debt and all Permitted Refinancing Indebtedness
in respect of any of the foregoing and all Disqualified Stock; provided, further, that at the time of the initial
Investment by the Company or any of its Subsidiaries in such Subsidiary, the Company shall designate such entity as an Unrestricted
Subsidiary in a written notice to the Administrative Agent. The Company may designate any Unrestricted Subsidiary to be a Subsidiary
for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) such Unrestricted
Subsidiary, both before and after giving effect to such designation, shall be a Wholly Owned Subsidiary of the Company, (ii) no
Default or Event of Default has occurred and is continuing or would result therefrom, (iii) immediately after giving effect to
such Subsidiary Redesignation (as well as all other Subsidiary Redesignations theretofore consummated after the first day of such
Reference Period), the Company shall be in Pro Forma Compliance, (iv) all representations and warranties contained herein and
in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations
and warranties had been made on and as of the date of such Subsidiary Redesignation (both before and after giving effect thereto),
unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date, and (v) the Company shall have delivered to the Administrative Agent an officer’s
certificate executed by a Responsible Officer of the Company, certifying to the best of such officer’s knowledge, compliance
with the requirements of preceding clauses (i) through (iv), inclusive, and containing the calculations and information required
by the preceding clause (ii).


 






    	 	45 	 



     


    

 


“USA
PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).


 


“U.S.
Special Resolution Regimes” shall have the meaning assigned to such term in Section 10.27.


 


“Valuation”
shall mean, in relation to the Mortgaged Vessel, a valuation of the Mortgaged Vessel made at any relevant time by an Approved
Broker with or without physical inspection of the Mortgaged Vessel, on the basis of a sale for prompt delivery for cash at arms’
length on customary commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contracts
of employment. If any Approved Broker shall deliver a Valuation indicating a range of values for the Mortgaged Vessel, the Valuation
for the Mortgaged Vessel shall be the arithmetic mean of the two endpoints of such range. Further, if any Approved Broker shall
deliver a Valuation indicating a value for the Mortgaged Vessel in any currency other than Dollars, the Valuation for the Mortgaged
Vessel shall be the Dollar Equivalent thereof. It is agreed that as of the Closing DateDecember
31, 2019 and until a Valuation shall have been obtained pursuant to Section 5.16 for the Mortgaged Vessel,
(it being understood, for the avoidance of doubt, that (i) the Valuation required
to be delivered pursuant to Section 5.16 for the fiscal year commencing January 1, 2020 has been delivered on April 7, 2020 and
(ii) the next Valuation shall be required to be delivered during the fiscal year commencing January 1, 2021), the Valuation
for the Mortgaged Vessel shall be $[*].


 


“Value
Component” shall have the meaning assigned to such term in the definition of Loan-to-Value Ratio in this Section 1.01.


 


“Vessel”
shall mean a passenger cruise vessel.


 


“Vessel
Mortgage” shall mean the first priority statutory ship mortgage granting a Lien on the Mortgaged Vessel in favor of
the Collateral Agent.


 


“Wholly
Owned Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other
than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such
person or another Wholly Owned Subsidiary of such person.


 






    	 	46 	 



     


    

 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding
Agent” shall mean the Loan Parties, the Administrative Agent or any other applicable withholding agent.


 


“Write-Down
and Conversion Powers” means,shall mean,
(a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of
a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or
part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract
or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability
or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


Section 1.02.            
Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document:


 


(a)              
The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except
as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended,
restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s
permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or
Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall
be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent
applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that,
if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 






    	 	47 	 



     


    

 


(b)              
In the computation of periods of time from a specified date to a later specified date, the word “from” means
 “from and including,” the words “to” and “until” each mean “to but excluding,”
and the word “through” means “to and including.”


 


Section 1.03.            
Exchange Rates; Currency Equivalents. Except for purposes of financial statements delivered by Loan Parties hereunder
or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other
than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative
Agent. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Article VI
or paragraph (f) or (j) of Section 8.01 being exceeded solely as a result of changes in currency exchange rates from those
rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination
is being made.


 


Section 1.04.            
[Reserved]. 


 


Section 1.05.            
Interest Rates. However, theThe
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect
to the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with
respect to any rate that is an alternative or replacement for comparable or successor
rate thereto to any of such rates (including,
without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming
Changes.


 


Article II



The Credits


 


Section
2.01. Commitments.


 


Section 2.02Section 2.01.            
Subject toExisting
Loans.


 


(a)              
On the terms
and conditions set forth herein, Amendment No. 1 Effective Date, the Existing Loans
of each Lender with an Initialthat are
not Deferred Term Loan Commitment on the Closing Date agrees to makeLoans
shall continue hereunder and are deemed to be Initial Term Loans denominated.


 


(a)
in Dollars to the Borrower on the Closing Date, in an aggregate principal amount not to exceed its Initial Term Loan Commitment.


 


(b)              
On the Amendment No. 1 Effective Date, a portion of the Initial Term Loans
(as defined in this Agreement immediately prior to the Amendment No. 1 Effective Date) outstanding under this Agreement immediately
prior to the Amendment No. 1 Effective Date shall remain outstanding and be deemed to be Deferred Term Loans made hereunder on
the Amendment No. 1 Effective Date, in each case as to each Lender in the amount set forth on Schedule 2.01.


 






    	 	48 	 



     


    

 


(b) The
Initial Term Loan Commitments shall terminate on the funding of the Initial Term Loans pursuant to such Initial Term Loan Commitments
on the Closing Date.


 


Section
2.03Section 2.02.            
Loans and Borrowings.


 


(a)              
Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by
the Lenders ratably in accordance with their respective Commitments under the applicable Facility. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that
unless otherwise agreed by all the Lenders, (i) the obligations of a Lender under the Loan Documents are several, (ii) failure
by a Lender to perform its obligations does not affect the obligations of any other party under the Loan Documents, (iii) no Lender
is responsible for the obligations of any other Lender under the Loan Documents, (iv) the rights of a Lender under the Loan Documents
are separate and independent rights, (v) a Lender may, except as otherwise stated in the Loan Documents, separately enforce those
rights and (vi) a debt arising under the Loan Documents to a Lender is a separate and independent debt.


 


(b)              
Subject to Section 2.02(c) and Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurocurrency
Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any ABR Loan or Eurocurrency Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement
and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs
resulting from such exercise and existing at the time of such exercise.


 


(c)              
At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing
is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than
the Borrowing Minimum. Borrowings of more than one Type and under more than one Facility may be outstanding at the same time;
provided, that there shall not at any time be more than a total of 10 Eurocurrency Borrowings outstanding under the Facilities.


 


(d)              
Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert
or continue, any Borrowing of any Class if the Interest Period requested with respect thereto would end after the Term Facility
Maturity Date for such Class, as applicable.


 


Section
2.04.Section 2.03.            
Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative
Agent of such request (which shall be irrevocable) by (x) telephone or (y) a Borrowing Request; provided that any telephonic notice
must be confirmed immediately by delivery to the Administrative Agent of a Borrowing Request. Each such Borrowing Request must
be received by the Administrative Agent (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing not later than 12:00 noon, Local
Time, on the date of the proposed Borrowing; provided, that, to request a Borrowing on the Closing Date, the Borrower shall
notify the Administrative Agent of such request by telephone not later than 5:00 p.m., Local Time, two Business Days prior to
the Closing Date. Each Borrowing Request shall specify the following information in compliance with Section 2.02:


 






    	 	49 	 



     


    

 


(i)              
whether such Borrowing is to be a Borrowing of Initial Term Loans, Deferred Term Loans,
Refinancing Term Loans or Extended Term Loans;


 


(ii)             
the aggregate amount of the requested Borrowing;


 


(iii)            
the date of such Borrowing, which shall be a Business Day;


 


(iv)           
subject to Section 2.02(c), whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)             
in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and


 


(vi)            
the location and number of the Borrower’s account to which funds are to be disbursed.


 


If no election as to the Type
of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect
to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


Section 2.05.Section 2.04.            
[Reserved].


 


Section 2.06.Section 2.05.            
[Reserved].


 


Section 2.07.Section 2.06.            
Funding of Borrowings.


 


(a)              
Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, Local Time (or, if later, two hours after the Borrowing Request has been delivered pursuant to
Section 2.03) on the Business Day specified in the applicable Borrowing Request, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Company
in the applicable Borrowing Request; provided that on the Amendment No. 1 Effective Date, the Administrative
Agent shall make such assignments and reallocations of the Existing Term Loans as are necessary for the Initial Term Loans and
the Deferred Term Loans held by the Lenders as of the Amendment No. 1 Effective Date to reflect the amounts of the Initial Term
Loans and the Deferred Term Loans of the Lenders as set forth on Schedule 2.01, respectively.


 






    	 	50 	 



     


    

 


(b)              
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that
such Lender will not make available to the Administrative Agent such Lender’s share of the Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate
as reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii)
in the case of the Borrower, the interest rate applicable to ABR Loans at such time. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in the Borrowing.


 


Section
2.08.Section 2.07.            
Interest Elections.


 


(a)              
Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in the Borrowing Request. Thereafter, the Company may elect to convert
the Borrowing to a different Type or to continue the Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Company may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
the Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


 


(b)              
To make an election pursuant to this Section, the Company shall notify the Administrative Agent of such election (which
shall be irrevocable) by (x) telephone or (y) a Borrowing Request; provided that any telephonic notice must be confirmed immediately
by delivery to the Administrative Agent of a written Interest Election Request in the form of Exhibit E or such other
form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system
as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower,
in each case by the time that a Borrowing Request would be required under Section 2.03 if the Company were requesting a Borrowing
of the Type resulting from such election to be made on the effective date of such election.


 


(c)              
Each Interest Election Request shall specify the following information in compliance with Section 2.02:


 






    	 	51 	 



     


    

 


(i)              
the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect
to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information
to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)             
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)              
whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and


 


(iv)              
if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of the term “Interest Period.”


 


If any such Interest Election
Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Company shall be deemed to have selected
an Interest Period of one month’s duration.


 


(d)              
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which
such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.


 


(e)              
If the Company fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the
end of the Interest Period applicable thereto, then, unless the Borrowing is repaid as provided herein, at the end of such Interest
Period the Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means)
of the Required Lenders, so notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing
may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


Section 2.09.Section 2.08.            
[Reserved].


 


Section 2.10.Section 2.09.            
Repayment of Loans; Evidence of Debt.


 


(a)              
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10.


 


(b)              
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of
the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 






    	 	52 	 



     


    

 


(c)              
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the
Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)              
The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the
Loans in accordance with the terms of this Agreement.


 


(e)              
Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”) in the applicable
form set out in Exhibit L. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form
approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one
or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).


 


Section 2.11.Section 2.10.            
Repayment of Term Loans.


 


(a)              
Subject to the other paragraphs of this Section:


 


(i)              
the Borrower shall repay Initial Term Loan Borrowings semiannually on each six-month anniversary of the Closing Date (commencing
on November 15, 2019) and on the Initial Term Loan Maturity Date or, if any such date
is not a Business Day, on the next succeeding Business Day (each such date being referred to as a “Initial Term Loan
Installment Date”), in an aggregate principal amount of the Initial Term Loans equal to (A) in the case of semiannual
payments due during the Deferral Period, an amount equal to $0, (B) in the case of semiannual payments
due at any time outside of the Deferral Period and prior to the Initial Term Loan Maturity Date, an amount equal to
14.4% of the aggregate principal amount of Initial Term Loans outstanding immediately after the Closing Date, and (BC)
in the case of such payment due on the Initial Term Loan Maturity Date, an amount equal to the then unpaid principal amount of
the Initial Term Loans outstanding; provided, that the Initial Term Loan Installment Date occurring
on May 15, 2020 shall instead occur on June 30, 2020;


 


(ii)             
the Borrower shall repay Deferred Term Loan Borrowings on each Initial Term
Loan Installment Date occurring after the Amendment No. 1 Effective Date in an aggregate principal amount of the Deferred Term
Loans equal to (A) in the case of semiannual payments due during the Deferral Period, an amount equal to $0, (B) in the case of
semiannual payments due at any time outside of the Deferral Period and prior to the Initial Term Loan Maturity Date, an amount
equal to 12.5% of the aggregate principal amount of Deferred Term Loans outstanding immediately after the Amendment No. 1 Effective
Date, and (C) in the case of such payment due on the Initial Term Loan Maturity Date, an amount equal to the then unpaid principal
amount of the Deferred Term Loans outstanding; provided, that the Initial Term Loan Installment Date occurring on May 15, 2020
shall instead occur on June 30, 2020;


 






    	 	53 	 



     


    

 


(ii)(iii)             
in the event that any Refinancing Term Loans or Extended Term Loans are made pursuant to
Section 2.21, the Borrower (or the relevant obligor) shall repay such Refinancing Term Loans or Extended Term Loans on the dates
and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Other
Term Loan Installment Date”); and


 


(iii)(iv)            
to the extent not previously paid, outstanding Term Loans shall be due and payable on the
applicable Term Facility Maturity Date.


 


(b)              
[reserved].


 


(c)              
Prepayment of the Loans from:


 


(i)              
any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments
of the Term Loans under the applicable Class or Classes as the Company may direct; and


 


(ii)             
all Net Proceeds pursuant to Section 2.11(b) shall be allocated among the Facilities, with the application thereof,
if applicable, to reduce in direct order amounts due on the next succeeding Term Loan Installment Dates under the applicable Facilities
as provided in paragraph (d) below; provided, that any Lender, at its option, may elect to decline any such prepayment
(such declined amounts, the “Declined Proceeds”) of any Term Loan held by it if it shall give written notice
to the Administrative Agent thereof by 5:00 P.M. Local Time at least one Business Day prior to the date of such prepayment (any
such Lender, a “Declining Lender”). Any Declined Proceeds shall be offered to the Lenders not so declining
such repayment on a pro rata basis; provided, that any such non-Declining Lender, at its option, may elect to decline any
such prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent. To the extent such
non-declining Lenders elect to decline their pro rata share of such Declined Proceeds, any Declined Proceeds remaining thereafter
on the date of any such prepayment shall instead be retained by the Borrower for application for any purpose not prohibited by
this Agreement.


 


(d)              
Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) shall be applied so that the aggregate amount of
such prepayment is allocated among the Initial Term Loans, the Deferred Term Loans, the
Refinancing Term Loans and the Extended Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Initial
Term Loans, Deferred Term Loans, Refinancing Term Loans and Extended Term Loans, if any
(unless, with respect to Refinancing Term Loans of Extended Term Loans, the Incremental Assumption Agreement relating thereto
does not so require). Prior to any repayment of any Loan under any Facility hereunder, the Company shall select the Borrowing
or Borrowings under the applicable Facility to be repaid and shall notify the Administrative Agent by telephone (confirmed by
notice in a form acceptable to the Administrative Agent) of such selection not later than 2:00 p.m., Local Time, (i) in the case
of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing,
three Business Days before the scheduled date of such repayment, which notice shall be irrevocable except to the extent conditioned
on a refinancing or other event. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing.
Repayments of Loans shall be accompanied by accrued interest on the amount repaid. Amounts repaid or prepaid in respect of the
Loans may not be reborrowed.


 






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Section 2.12.Section 2.11.            
Prepayment of Loans.


 


(a)              
Except as otherwise provided in any Incremental Assumption Agreement with respect to Refinancing Term Loans or Extended
Term Loans, the Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without
premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with
Section 2.10(d).


 


(b)              
The Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with paragraphs
(c) and (d) of Section 2.10.


 


Section 2.13.Section 2.12.            
Fees.


 


(a)              
[Reserved].


 


(b)              
The Borrower agrees to pay to the Administrative Agent, for the accounts of the Administrative Agent and the Collateral
Agent, the agency fees set forth in any fee letters entered into between the Agents and the Borrower relating to such fees as
such letters may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the
fees payable to the Administrative Agent being the “Administrative Agent Fees,” and the fees payable to the
Collateral Agent being the “Collateral Agent Fees”).


 


(c)
[Reserved].


 



(c)              
The Borrower agrees to pay to each Lender (other than any Defaulting Lender),
through the Administrative Agent, on the Amendment No. 1 Effective Date, an extension fee (the “Extension Fee”) in
an amount equal to 0.35% of the Existing Term Loans held by such Lender immediately prior to the Amendment No. 1 Effective Date.


 


(d)              
All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution,
if and as appropriate, among the Lenders. Once paid, none of the Fees shall be refundable under any circumstances.


 


Section 2.14.Section 2.13.            
Interest.


 


(a)              
The Loans comprising each ABR Borrowing shall bear interest at the ABR plus the Applicable Margin.


 






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(b)              
The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such Borrowing plus the Applicable Margin.


 


(c)              
Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section; provided, that this paragraph
(c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 10.08.


 


(d)              
Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and (ii) on the
applicable Term Facility Maturity Date; provided, that (A) interest accrued pursuant to paragraph (c) of this Section shall
be payable on demand, (B) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Eurocurrency
Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.


 


(e)              
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference
to the ABR shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR or Adjusted LIBO
Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


Section
2.15.Section 2.14.            
Alternate Rate of Interest.


  


(a)
If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:


 


(i)
the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify
the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined, that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because
the LIBO Screen Rate is not available or published on a current basis), for such Interest Period; or


 


(ii)
the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
(or its Loan) included in such Borrowing for such Interest Period,


 






    	 	56 	 



     


    

 


then
the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or electronic means as promptly
as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as on
the last day of the Interest Period applicable thereto an ABR Borrowing and (B) if any Borrowing Request requests a Eurocurrency
Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


(a)              
If in connection with any request for a Eurocurrency Borrowing or a conversion
to or continuation thereof, (i) the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered
to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurocurrency Borrowing,
or (B)(x) adequate and reasonable means do not exist for determining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for
any requested Interest Period with respect to a proposed Eurocurrency Borrowing or in connection with an existing or proposed
ABR Borrowing and (y) the circumstances described in Section 2.14(c)(i) do not apply (in each case with respect to this clause
(i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for any requested Interest Period with respect to a proposed Eurocurrency
Borrowing does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Borrowing, the Administrative
Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain
Eurocurrency Borrowings shall be suspended (to the extent of the affected Eurocurrency Borrowings or Interest Periods), and (y)
in the event of a determination described in the preceding sentence with respect to the Adjusted LIBO Rate component of ABR, the
utilization of the Adjusted LIBO Rate component in determining ABR shall be suspended, in each case until the Administrative Agent
(or, in the case of a determination by the Required Lenders described in clause (ii) of Section 2.14(a), until the Administrative
Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any
pending request for a Borrowing of, conversion to or continuation of Eurocurrency Borrowings (to the extent of the affected Eurocurrency
Borrowings or Interest Periods) or, failing that, will be deemed to have converted such request into a request for an ABR Borrowing
in the amount specified therein.


 


(b)              
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if
the Administrative Agent has made a determination described in clause (a)(i) of this Section, then
the Administrative Agent in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate
for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until
(1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section,
(2) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest
rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or (3) any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its
applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of
interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice
thereof.


 






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(b)(c)              
Notwithstanding anything to the contrary in this Agreement or any other Loan
Documents, but without limiting Sections 2.14(a) and (b) above, if the Administrative Agent determines
(which determination shall be conclusive and binding on all parties hereto absent manifest
error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy
to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:.


 


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


 


(ii)       the
administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
public statement identifying a specific date after which LIBOR or the LIBO Screen Rate shall no longer be made available, or used
for determining the interest rate of loans, provided that, at the time of such statement, there is
no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific
date (such specific date, the “Scheduled Unavailability Date”),”);
or


 


(iii)       syndicated
loans currently being executed, or that include language similar to that contained in this Section 2.14, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,;


 


then, reasonably promptly after such determination
by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and
the Borrower may amend this Agreement to replace LIBOR with an(x)
one or more SOFR-Based Rates or (y) another alternate benchmark rate (including any
mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to
any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative
benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any
proposed LIBOR Successor Rate Conforming Changes (as defined below)and, in each case,
including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention
for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating
such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its
reasonable discretion and may be periodically updated (the “Adjustment”; and any such proposed rate, a “LIBOR
Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after
the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time,
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do
not accept such amendment; provided that, for the avoidance of doubt, in connection with an amendment to this Agreement or any
other Loan Document pursuant to this Section 2.14 the provisions of Section 10.05(a) shall apply but otherwise no fee shall be
payable to the Administrative Agent or the Lenders(A) in the case of an amendment
to replace LIBOR with a rate described in clause (x), object to the Adjustment, or (B) in the case of an amendment to replace
LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of
clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such
LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice
is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.


 






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If no LIBOR
Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has
occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter,
(x) the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended, (to the extent of the affected
LIBO Rate Loans or Interest Periods), and (y) the Adjusted LIBO Rate component shall no longer be utilized in determining
the ABR.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation
of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans or Interest Periods) or, failing that, will be deemed to have
converted such request into a request for an ABR Borrowing (subject to the foregoing clause (y)) in the amount specified therein.


 


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


 


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


 


In
connection with the implementation of a LIBOR Successor Rate, and notwithstanding anything to the contrary herein or in any other
Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further
action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative
Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders reasonably promptly
after such amendment becomes effective.


 






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Section
2.16.Section 2.15.            
Increased Costs.


 


(a)              
If any Change in Law shall:


 


(i)              
impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);
or


 


(ii)             
impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans
made by such Lender or participation therein; or


 


(iii)              
subject any Lender to any Tax with respect to any Loan Document or any Eurocurrency Loan thereunder (other than (i) Taxes
indemnifiable under Section 2.17, or (ii) Excluded Taxes),


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender
for such additional costs incurred or reduction suffered.


 


(b)              
If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any,
as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower
shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company
for any such reduction suffered.


 


(c)              
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company,
as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


(d)              
Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 2.15,
such Lender shall notify the Borrower thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 2.15 shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that
the Borrower shall not be required to compensate a Lender pursuant to this Section 2.15 for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further,
that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred
to above shall be extended to include the period of retroactive effect thereof.


 






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Section
2.17.Section 2.16.            
Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency
Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment
of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be
the amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the
period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other
banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


 


Section
2.18.Section 2.17.            
Taxes.


 


(a)              
Any and all payments made by or on behalf of any Loan Party hereunder or under any other Loan Document shall be made free
and clear of, and without deduction or withholding for or on account of, any Taxes; provided that if an applicable Withholding
Agent shall be required by law to deduct or withhold any Taxes from such payments, then (i) the applicable Withholding Agent shall
make such deductions or withholdings as are reasonably determined by the applicable Withholding Agent to be required by any applicable
law, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority within the time allowed and in accordance with applicable law, and (iii) to the extent withholding or deduction is required
to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the Loan Party shall be increased as necessary so
that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional
sums payable under this Section 2.17) the applicable Lender (or, in the case of a payment made to the Administrative Agent
for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions
or withholdings been made.


 


(b)              
In addition, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


 






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(c)              
Each Loan Party shall indemnify and hold harmless the Administrative Agent and each Lender, within 15 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent or such Lender,
as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting
forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower by a
Lender or the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest
error.


 


(d)              
As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative
Agent.


 


(e)              
Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the
Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such
other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine
(i) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (ii) if applicable, the
required rate of withholding or deduction, and (iii) such Lender’s entitlement to any available exemption from, or reduction
of, applicable Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise
to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender,
if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law
or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting requirements.


 


Without limiting
the generality of Section 2.17(e), each Foreign Lender with respect to any Loan made to the Borrower shall, to the extent it is
legally eligible to do so:


 


(1)       deliver
to the Borrower and the Administrative Agent, prior to the date on which the first payment to the Foreign Lender is due hereunder,
two copies of (A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h)
or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form
W-8BEN or W-8BEN-E (or any applicable successor form) (together with a certificate substantially in the form of Exhibit O-1
- Exhibit O-4 as appropriate (a “Non-Bank Tax Certificate”)), (B) Internal Revenue Service Form W-8BEN,
W-8BEN-E, or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Foreign
Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under this
Agreement, (C) Internal Revenue Service Form W-8IMY (or any applicable successor form) and all necessary attachments (including
the forms described in clauses (A) and (B) above; provided that if the Foreign Lender is a partnership and not a participating
Lender, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided
by such Foreign Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation
as may be prescribed by applicable law to permit the Borrower or Withholding Agent to determine the withholding or deduction required
to be made; and


 






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(2)       deliver
to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor
form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of
any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent,
and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.


 


Any Foreign Lender that becomes
legally ineligible to update any form or certification previously delivered shall promptly notify the Borrower and the Administrative
Agent in writing of such Foreign Lender’s inability to do so.


 


If a payment made to a Lender
under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by
the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and, if
necessary, to determine the amount to deduct and withhold from such payment.


 


Each person that shall become
a Participant pursuant to Section 10.04 or a Lender pursuant to Section 10.04 shall, upon the effectiveness of the related
transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided
that in the case of a Participant such Participant shall furnish all such required forms and statements to the person from which
the related participation shall have been purchased.


 


In addition, to the extent it
is legally eligible to do so, each Administrative Agent shall deliver to the Borrower (x)(I) prior to the date on which the first
payment by the Borrower is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor
Agent pursuant to Section 9.09 on which payment by the Borrower is due hereunder, as applicable, two copies of a properly
completed and executed an IRS Form W-9 certifying its exemption from U.S. Federal backup withholding or a properly completed and
executed applicable IRS Form W-8 certifying its non-U.S. status and its entitlement to any applicable treaty benefits, and (y)
on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence
of any event requiring a change in the most recent documentation previously delivered by it to the Borrower, and from time to
time if reasonably requested by the Borrower, two further copies of such documentation.


 






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(f)               
If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional
amounts pursuant to this Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity
payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (including
any Taxes imposed with respect to such refund) as is determined by the Administrative Agent or Lender in good faith and in its
sole discretion, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund); provided, that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay as
soon as reasonably practicable the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. In such event, such Lender or Administrative Agent, as
the case may be, shall, at the Loan Party’s request, provide the Loan Party with a copy of any notice of assessment or other
evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such
Lender or Administrative Agent may delete any information therein that it deems confidential). A Lender or Administrative Agent
shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely
affected by making such a claim. This Section 2.17(f) shall not be construed to require the Administrative Agent or any Lender
to make available its Tax returns (or any other information relating to its Taxes which it deems, in good faith and in its sole
discretion, to be confidential) to the Loan Parties or any other person.


 


(g)              
If the Borrower determines that a reasonable basis exists for contesting an Indemnified Tax or Other Tax for which a Loan
Party has paid additional amounts as indemnification payments, each affected Lender or Administrative Agent, as the case may be,
shall use reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request in challenging such Tax. The
Borrower shall indemnify and hold each Lender and Administrative Agent harmless against any out-of-pocket expenses incurred by
such person in connection with any request made by the Borrower pursuant to this Section 2.17(g). Nothing in this Section 2.17(g)
shall obligate any Lender or Administrative Agent to take any action that such person, in its sole judgment, determines may result
in a material detriment to such person.


 


(h)              
[Reserved].


 


(i)       Solely
for purposes of determining withholding Tax imposed under FATCA, from and after the Closing Date, the Borrower and the Administrative
Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loans (including any Loans already
outstanding) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 






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Section
2.19.Section 2.18.            
Payments Generally; Pro Rata Treatment; Sharing of Set offs.


 


(a)              
Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest or, fees, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time,
on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent to the applicable account designated to the Borrower by the Administrative Agent, except that payments pursuant to Sections 2.15,
2.16 or 2.17 and 10.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
All payments made under the Loan Documents shall be made in Dollars. Any payment required to be made by the Administrative Agent
hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have
taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement
system used by the Administrative Agent to make such payment.


 


(b)              
If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully
all amounts of principal, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due
from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to
such parties.


 


(c)              
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Term Loans; provided, that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall
not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any
assignee or participant, other than to the Company or any Subsidiary thereof (as to which the provisions of this paragraph (c)
shall apply unless the assignment is pursuant to a Permitted Loan Purchase). The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully
as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 






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(d)              
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower have made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.


 


(e)              
If any Lender shall fail to make any payment required to be made by it pursuant to 2.06(b) or 2.18(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid.


 


Section
2.20.Section 2.19.            
Mitigation Obligations; Replacement of Lenders.


 


(a)              
If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights
and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable,
in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.


 


(b)              
If any Lender requests compensation under Section 2.15, or if the Borrower are required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, then the Borrower may, at their sole expense and effort, upon notice from the Borrower to such Lender and the
Administrative Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that
(i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent, in each case, shall
not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19
shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.


 






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(c)              
If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment,
waiver, discharge or termination which pursuant to the terms of Section 10.08 requires the consent of all of the Lenders
affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right
(unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation
fee referred to in Section 10.04(b)(ii)(B)), to replace such Non-Consenting Lender by requiring such Non-Consenting Lender
to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments
(or, at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendments,
waiver, discharge or termination) hereunder to one or more assignees (except as expressly set forth in the proviso below, in accordance
with and subject to the restrictions contained in Section 10.04) reasonably acceptable to the Administrative Agent (unless, in
the case of an assignment of Term Loans, such assignee is a Lender, an Affiliate of a Lender or an Approved Fund); provided
that: (a) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such
Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to
such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and (c) the
replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination.
In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender
shall otherwise comply with Section 10.04; provided, that if such Non−Consenting Lender does not comply with
Section 10.04 within three Business Days after the Borrower’s request, compliance with Section 10.04 shall not be required
to effect such assignment.


 


Section
2.21.Section 2.20.            
Illegality. If any Lender reasonably determines that any Change in Law has made it
unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable
lending office to make or maintain any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency
Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with
a copy to the Administrative Agent), either prepay or convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either
on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings
to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 






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Section
2.22.Section 2.21.            
Refinancing Term Loans, Extended Term Loans.


 


(a)              
[Reserved].


 


(b)              
[Reserved].


 


(c)              
[Reserved].


 


(d)              
[Reserved].


 


(e)              
Notwithstanding anything to the contrary in Section 2.18(c) (which provisions shall not be applicable to clauses (e)
through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all Lenders of
any Class of Term Loans, on a pro rata basis (based on the aggregate outstanding Term Loans of such Class) and on the same terms
(“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual
Lenders from time to time to extend the maturity date of such Lender’s Loans of such Class and to otherwise modify the terms
of such Lender’s Loans of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation
increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule
in respect of such Lender’s Loans). Any such extension (an “Extension”) agreed to between the Borrower
and any such Lender (an “Extending Lender”) will be established under this Agreement by such Lender extending
an existing Term Loan (such extended Term Loan, an “Extended Term Loan”).


 


(f)               
The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption
Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans
of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans;
provided that (i) except as to interest rates, fees, amortization, call premiums, call protection, final maturity date
and participation in prepayments (which shall, subject to clauses (ii) through (iv) of this proviso, be determined by the Borrower
and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as the Class of Term Loans
to which such offer relates, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the
final maturity date of any Extended Term Loans shall be no earlier than the latest Term Facility Maturity Date in effect on the
date of incurrence, (iii) the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining
weighted average life to maturity of the Class of Term Loans to which such offer relates, and (iv) any Extended Term Loans may
participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory
repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended
to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby
as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent
with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.


 






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(g)              
Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated
an Extended Term Loan.


 


(h)              
Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation
this Section 2.21), (i) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (ii) any
Extending Lender may extend all or any portion of its Term Loans pursuant to one or more Pro Rata Extension Offers (subject to
applicable proration in the case of over participation) (including the extension of any Extended Term Loan), (iii) there shall
be no condition to any Extension of any Loan at any time or from time to time other than compliance with Section 2.21(e) through
(i) and notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan implemented thereby and (iv)
all Extended Term Loans and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement
and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations of the relevant
Loan Parties under this Agreement and the other Loan Documents.


 


(i)                
Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided
that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish
reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing,
rounding and other adjustments.


 


(j)                
Notwithstanding anything to the contrary in Section 2.18(c) (which provisions shall not be applicable to clause (j)
through (o) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more additional
tranches of term loans under this Agreement (“Refinancing Term Loans”), the Net Proceeds of which are used
to repay Term Loans of the same Class. Each such notice shall specify the date (each, a “Refinancing Effective Date”)
on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than five Business
Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after
giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth
in Section 4.01 shall be satisfied; (ii) the weighted average life to maturity of such Refinancing Term Loans shall be no
shorter than the then-remaining weighted average life to maturity of the refinanced Term Loans; (iii) the aggregate principal
amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts
used to pay fees and expenses; and (iv) all other terms applicable to such Refinancing Term Loans (other than provisions relating
to original issue discount, upfront fees, interest rates and final maturity which shall be as agreed between the Borrower and
the Lenders providing such Refinancing Term Loans) shall be substantially similar to, or less favorable to the Lenders providing
such Refinancing Term Loans than, those applicable to the refinanced Term Loans except to the extent such covenants and other
terms apply solely to any period after the date specified in clause (a) of the definition of the Term Facility Maturity Date.


 






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(k)              
The Borrower may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 10.04
to provide all or a portion of the Refinancing Term Loans; provided that any Lender offered or approached to provide all
or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any
Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes
of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Incremental Assumption
Agreement, be designated as an increase in any previously established Class of Term Loans made to the Borrower.


 


(l)                
[Reserved].


 


(m)            
[Reserved].


 


(n)              
[Reserved].


 


(o)              
Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation
this Section 2.21), (i) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (ii) there
shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth
in clauses (j) or (l) above, as applicable, and (iii) all Refinancing Term Loans and all obligations in respect thereof shall
be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with
all other Obligations under this Agreement and the other Loan Documents.


 


Section
2.23.Section 2.22.            
Defaulting Lender.


 


(a)              
Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by
applicable law:


 


(i)              
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent
with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.


 


(ii)             
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative
Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of
Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.06 shall be
applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by such Defaulting Lender to the Administrative Agent hereunder, second, as the Company may request (so long
as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, third, if so determined
by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to satisfy such Defaulting
Lender’s potential future funding obligations with respect to Loans under this Agreement, fourth, to the payment
of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, fifth,
so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment
of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement, and sixth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.22 shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(b)              
Defaulting Lender Cure. If the Company and the Administrative Agent agree in writing that a Lender is no longer
a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that
portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Loans to be held pro rata by the Lenders in accordance with their Commitments, whereupon such Lender will cease to
be a Defaulting Lender; provided that, no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to
the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Article III



Representations and Warranties


 


On the date
of each Credit Event as provided in Section 4.01, the Borrower represents and warrants to each of the Lenders that:


 


Section 3.01.            
Organization; Powers. Except as set forth on Schedule 3.01, the Company and each Material Subsidiary
(a) is a partnership, limited liability company or corporation duly organized (or incorporated), validly existing and in good
standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction of organization
outside the United States) under the laws of the jurisdiction of its organization or incorporation, (b) has all requisite power
and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in
each jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected
to have a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each
of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the
case of the Borrower, to borrow and otherwise obtain credit hereunder.


 






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Section 3.02.            
Authorization. The execution, delivery and performance by the Borrower and the Subsidiary Guarantor of each of the
Loan Documents to which they are a party, and the borrowings hereunder and the transactions forming a part of the Transactions
(a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained
by such Loan Party and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or
articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements)
or by-laws of such Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority
or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which
such Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result
in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result
in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under
any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation,
breach or default referred to in clauses (i)(A), (i)(B), (i)(C) or (ii) of this Section 3.02(b), would reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien
upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or the Subsidiary Guarantor, other
than the Liens created by the Loan Documents and Permitted Liens.


 


Section 3.03.            
Enforceability. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other
Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding
obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects
of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’
rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law) and (iii) implied covenants of good faith and fair dealing.


 


Section 3.04.            
Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any
Governmental Authority is or will be required in connection with the Transactions, the creation, perfection or maintenance of
the Liens created under the Security Documents or the exercise by any Agent or any Lender of its rights under the Loan Documents
or the remedies in respect of the Collateral, except for (a) the filing of Uniform Commercial Code financing statements or other
similar filing or instruments under the laws of any applicable jurisdiction, (b) registration of the Vessel Mortgage, (c) such
as have been made or obtained and are in full force and effect, (d) such actions, consents and approvals the failure of which
to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (e) filings or other actions listed
on Schedule 3.04.


 


Section 3.05.            
Financial Statements. The audited consolidated balance sheets of the Company and its consolidated subsidiaries as
of December 31, 2016, 2017 and 2018, and the audited consolidated statements of income, stockholders’ or other equity
holders’ equity and cash flows for such fiscal years, reported on by and accompanied by a report from PricewaterhouseCoopers
LLP, copies of which have heretofore been made available to each Lender, present fairly in all material respects the consolidated
financial position of the Company as of such date and the consolidated results of operations, shareholders’ or other equity
holders’ equity and cash flows of the Company for the years then ended.


 






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Section 3.06.            
No Material Adverse Effect. Since December 31, 2018, there has been no event or circumstance that, individually
or in the aggregate with other events or circumstances, has or would reasonably be expected to have a Material Adverse Effect.


 


Section 3.07.            
Title to Properties; Possession Under Leases.


 


(a)              
Each of the Borrower, the Subsidiary Guarantor and each other Material Subsidiary has good record and insurable title in
fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties and
has good and marketable title to its personal property and assets (including the Mortgaged Vessel owned by such person), in each
case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct
its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the
failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
All such properties and assets are free and clear of Liens, other than Permitted Liens.


 


(b)              
Each Loan Party and each other Material Subsidiary has complied with all material obligations under all leases to which
it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such
leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably
be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), each Loan Party and Material
Subsidiary enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure
to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(c)              
Each Loan Party and each other Material Subsidiary owns or possesses, or is licensed to use, all patents, trademarks, service
marks, trade names and copyrights, all applications for any of the foregoing and all licenses and rights with respect to the foregoing
necessary for the present conduct of its business, without any conflict (of which the Company has been notified in writing) with
the rights of others, and free from any burdensome restrictions on the present conduct of the Company and each Material Subsidiary,
as the case may be, except where such conflicts and restrictions would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.07(c).


 


Section 3.08.            
Subsidiaries.


 


(a)              
Schedule 3.08(a) sets forth as of the Closing Date, the name and jurisdiction of incorporation, formation or
organization of the Company and each direct and indirect Subsidiary and, in each case, the percentage of each class of Equity
Interests owned by the Company or by any such Subsidiary.


 


(b)              
As of the Closing Date, after giving effect to the Transactions, there are no outstanding subscriptions, options, warrants,
calls, rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled
by directors) and shares held by directors (or entities controlled by directors)) relating to any Equity Interests of any Loan
Party or Material Subsidiary, except as set forth on Schedule 3.08(b).


 






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Section 3.09.            
Litigation; Compliance with Laws.


 


(a)              
There are no actions, suits or proceedings at law or in equity or in admiralty by or on behalf of any Governmental Authority
or third party now pending or in arbitration now pending, or, to the knowledge of any Loan Party, threatened in writing against
or affecting such Loan Party or any Material Subsidiary or any business, property or rights of any such person (i) that involve
any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


(b)              
No Loan Party, Material Subsidiary or their respective properties or assets is in violation of (nor will the continued
operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including the USA
PATRIOT Act and any zoning, building, ordinance, code or approval or any building permit, including, as to the Mortgaged Vessel,
the ISM Code, the ISPS Code and ICPPS Annex VI and any rule or order of the United States Coast Guard, the Bahamas or any
port state control authority, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction
of record or agreement affecting the Mortgaged Vessel, or is in default with respect to any judgment, writ, injunction or decree
of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(c)              
No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977, as amended.


 


Section 3.10.            
Federal Reserve Regulations.


 


(a)              
Neither the Company nor any Material Subsidiary is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying Margin Stock.


 


(b)              
No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin
Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or
that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X.


 


Section 3.11.            
Investment Company Act. None of the Company or any Material Subsidiary is an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.


 






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Section 3.12.            
Use of Proceeds. The Borrower will use the proceeds of the Initial Term Loans for general corporate purposes, including,
without limitation, the Epic Refinancing. The Borrower will use the proceeds of the Deferred Term
Loans to refinance a portion of the Existing Term Loans.


 


Section 3.13.            
Tax Returns. Except where the failure of which would not, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect, (a) each Loan Party and each Material Subsidiary has filed all federal income Tax returns and
all other Tax returns, domestic and foreign, required to be filed by it (including in its capacity as a withholding agent) and
has paid all Taxes payable by it that have become due, other than those (i) not yet delinquent or (ii) being contested in good
faith by appropriate proceedings and as to which adequate reserves have been provided to the extent required by and in accordance
with GAAP (or in the case of a Foreign Subsidiary, the comparable accounting principles in the relevant jurisdiction) and (b)
each Loan Party and each Material Subsidiary have provided adequate reserves in accordance with GAAP (or in the case of a Foreign
Subsidiary, the comparable accounting principles in the relevant jurisdiction) for all Taxes of each Loan Party and each Material
Subsidiary not yet due and payable.


 


Section 3.14.            
No Material Misstatements.


 


(a)              
All written information (other than the Projections, estimates and information of a general economic nature) (the “Information”)
concerning the Loan Parties, the Material Subsidiaries and the Transactions and any other transactions contemplated hereby prepared
by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection
with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material
respects, as of the date such Information was furnished to the Lenders and/or the Administrative Agent and as of the Closing Date
and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material
fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the
circumstances under which such statements were made.


 


(b)              
The Projections, estimates and information of a general economic nature prepared by or on behalf of the Company or any
of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions
or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Company
to be reasonable as of the date thereof (it being understood that actual results may vary materially from the Projections), as
of the date such Projections and estimates were furnished to the Lenders and/or the Administrative Agent and as of the Closing
Date.


 


(c)              
As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification
provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.


 


Section 3.15.            
Employee Benefit Plans.


 


(a)              
Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each
Plan is in compliance with the applicable provisions of ERISA and the Code; (ii) no Reportable Event has occurred during the past
five years as to which any Loan Party, Material Subsidiary or any ERISA Affiliate was required to file a report with the PBGC,
other than reports that have been filed; (iii) no Plan has any Unfunded Pension Liability in excess of $[*]; (iv) no ERISA Event
has occurred or is reasonably expected to occur; and (v) no Loan Party, Material Subsidiary or ERISA Affiliate (A) has received
any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV
of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated or (B)
has incurred or is reasonably expected to incur any withdrawal liability to any Multiemployer Plan.


 






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(b)              
Each Loan Party and Subsidiary is in compliance (i) with all applicable provisions of law and all applicable regulations
and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed
by the laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case, for
such noncompliance that would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.16.            
Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect: (a) no Environmental Claim has been received by any Loan Party or Material Subsidiary, and
there are no Environmental Claims pending or, to any Loan Party’s knowledge, threatened, in each case relating to any Loan
Party or Material Subsidiary or their respective properties or the Mortgaged Vessel, (b) each Loan Party and Material Subsidiary
is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all permits, licenses and other approvals
required under Environmental Laws for its operations as currently conducted (“Environmental Permits”) and is
in compliance with the terms of such Environmental Permits, (d) no Hazardous Material is located at, on or under any property
currently or, to any Loan Party’s knowledge, formerly owned, operated or leased by any Loan Party or Material Subsidiary
or their predecessors that would reasonably be expected to give rise to any Environmental Liability, and no Hazardous Material
has been generated, used, treated, stored, handled, controlled, transported to or Released at, on, from, to or under any location
or the Mortgaged Vessel in a manner that would reasonably be expected to give rise to any Environmental Liability, (e) there are
no agreements in which any Loan Party or Material Subsidiary has expressly assumed or undertaken responsibility for any known
or reasonably likely Environmental Liability of any other person, and (f) there has been no written environmental assessment or
audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected
to result in a Material Adverse Effect), by or on behalf of any Loan Party or Material Subsidiary of the Mortgaged Vessel or properties
currently or, to any Loan Party’s knowledge, formerly owned or leased by any Loan Party or Material Subsidiary that has
not been made available to the Administrative Agent prior to the Closing Date.


 


Section 3.17.            
Security Documents.


 


(a)              
The Vessel Mortgage (together with the Deed of Covenants) in favor of the Collateral Agent executed and delivered on the
Closing Date, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable
Loan Party’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof,
and when the Vessel Mortgage (together with the Deed of Covenants) is registered in accordance with the laws of the Bahamas, the
Vessel Mortgage (together with the Deed of Covenants) shall constitute (x) a first priority “statutory mortgage” on
the Mortgaged Vessel covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with
the Merchant Shipping Act, Chapter 268 of the Statute Laws of the Bahamas and (y) a “preferred mortgage” within the
meaning of Title 46 United States Code, Section 31301(6)(B).


 






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(b)              
The Collateral Agreement, the Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed
in the definition of such term is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties)
a legal, valid and enforceable security interest in the Collateral described therein. In the case of any Pledged Collateral, when
certificates or instruments, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent (together
with stock powers or other instruments of transfer duly executed in blank), and, in the case of the other Collateral described
in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing
statements, other filings or instruments, notices and consents required under the laws of any applicable jurisdiction and described
in Schedule 3.17 (as amended from time to time) are filed, delivered or otherwise registered or recorded in the proper
offices specified in Schedule 3.17, registries or government agencies (and, specifically (i) in the case of Collateral
consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests
therein created under the Security Documents, and (ii) in the case of Collateral consisting of rights under any management agreement
or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created
under the applicable Security Documents), the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof,
as security for the Obligations to the extent security interests in such Collateral can be perfected by delivery of such certificates
or notes, as applicable, representing the Pledged Collateral, or the filing of the Uniform Commercial Code financing statements
and other filings and instruments required under the laws of the applicable jurisdiction, in each case prior and superior in right
to any other person (except, in the case of Collateral other than Pledged Collateral, Permitted Liens and Liens having priority
by operation of law).


 


(c)              
When the Collateral Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the
United States Copyright Office, the Liens created by the Collateral Agreement shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Collateral Agreement) registered
or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered
or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Permitted
Liens.


 


Section 3.18.            
Solvency.


 


(a)              
Immediately after giving effect to the transactions to occur on the Closing Date, (i) the fair value of the assets of the
Company and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated,
contingent or otherwise, of the Company and its Subsidiaries on a consolidated basis, respectively; (ii) the present fair saleable
value of the property of the Company and its Subsidiaries on a consolidated basis will be greater than the amount that will be
required to pay the probable liability of the Company and its Subsidiaries on a consolidated basis, respectively, on their debts
and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) the Company and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Company and its
Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they
are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.


 






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(b)              
the Company does not intend to, and does not believe that it or any of its Material Subsidiaries will, incur debts beyond
its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such
subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such
subsidiary.


 


Section 3.19.            
Labor Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect: (a) there are no strikes or other labor disputes pending or threatened against the Company or any Material Subsidiary
and (b) all payments due from the Company or any Material Subsidiary or for which any claim may be made against the Company or
any Material Subsidiary, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued
as a liability on the books of the Company or such Material Subsidiary to the extent required by GAAP. Except as, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions
will not give rise to a right of termination or right of renegotiation on the part of any union under any material collective
bargaining agreement to which the Company or any Material Subsidiary (or any predecessor) is a party or by which the Company or
any Material Subsidiary (or any predecessor) is bound.


 


Section 3.20.            
Insurance. Schedule 3.20 sets forth a true, complete and correct description of all material insurance
maintained by or on behalf of each Loan Party and the Material Subsidiaries or otherwise in respect of the Mortgaged Vessel as
of the Closing Date. As of such date, such insurance is in full force and effect in all material respects.


 


Section 3.21.            
No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation
of the transactions contemplated by this Agreement or any other Loan Document.


 


Section 3.22.            
No Event of Loss. No Loan Party has received any notice of, nor has any knowledge of, the occurrence or pendency
or contemplation of any Event of Loss except as, individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.


 






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Section 3.23.            
The Mortgaged Vessel.


 


(a)              
Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Mortgaged
Vessel, on the Closing Date, is in such condition as is required by the Vessel Mortgage and Deed of Covenants and complies with
all of the requirements of both such Security Documents.


 


(b)              
Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Subsidiary
Guarantor will comply with and satisfy all of the provisions of the Merchant Shipping Act, Chapter 268 of the Statute Laws
of The Bahamas, as at any time amended in order to establish and maintain the Vessel Mortgage as a first priority statutory ship
mortgage thereunder on the Mortgaged Vessel and on all renewals, improvements and replacements made in or to the same.


 


Section 3.24.            
Anti-Corruption Laws and Sanctions.


 


The Company
has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries
and their respective directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable Sanctions,
and the Company, its Subsidiaries and their respective directors and officers and, to the knowledge of the Company or such Subsidiary,
any or their respective employees, agents and Affiliates, are in compliance with Anti-Corruption Laws, AML Laws and applicable
Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in
the Borrower being designated as a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this
Agreement will violate any Anti-Corruption Laws, AML Laws or will result in a violation of any applicable Sanctions by any party
hereto.


 


Section 3.25.            
EEA Financial Institutions. No Loan Party is an EEA Financial Institution.


 


Article IV



Conditions of Lending


 


Section 4.01.            
All Credit Events. The obligations of the Lenders to make Loans (each, a “Credit Event”) are
subject to the satisfaction of the following conditions:


 


(a)              
The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03
(or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03).


 


(b)              
The representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as
of such date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date.


 






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(c)              
At the time of and immediately after the Borrowing, no Event of Default or Default shall have occurred and be continuing.


 


(d)              
Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date of the Borrowing,
as to the matters specified in paragraphs (b) and (c) of this Section 4.01.


 


Section 4.02.            
First Credit Event. On the Closing Date:


 


(a)              
The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include
by electronic means transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.


 


(b)              
The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (i) Paul,
Weiss, Rifkind, Wharton & Garrison LLP, special counsel for the Loan Parties and (ii) each local and specialist counsel
reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b), in each case (A) dated
the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and
substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as
the Administrative Agent shall reasonably request.


 


(c)              
The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of
each Loan Party dated the Closing Date and certifying:


 


(i)              
a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or
other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from
an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction
of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly
authorized by the constituent documents of such Loan Party,


 


(ii)             
a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction)
of such Loan Party as of a recent date from such Secretary of State (or other similar official),


 


(iii)            
that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement
or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times
since a date prior to the date of the resolutions described in clause (iv) below,


 






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(iv)            
that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent
governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and
performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower,
the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect
on the Closing Date,


 


(v)             
as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered
in connection herewith on behalf of such Loan Party,


 


(vi)            
as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge
of such person, threatening the existence of such Loan Party, and


 


(vii)           
such other documents as the Administrative Agent and the Lenders on the Closing Date may reasonably request (including
tax identification numbers and addresses).


 


(d)              
The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied
and the Administrative Agent shall have received the results of a search of Uniform Commercial Code (or equivalent) filings made
with respect to each Loan Party in Washington, D.C., the State of Florida and/or the jurisdiction in which such Loan Party is
formed and existing and lien searches of any other office or jurisdiction in which the Collateral Agent determines it would be
advisable to conduct such a search, including tax and judgment lien searches and United States Patent and Trademark Office and
United States Copyright Office searches, each as of a recent date and listing all effective financing statements, lien notices
or other comparable documents that name any Loan Party as debtor, together with copies of the financing statements (or similar
documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated
by such financing statements (or similar documents) are Permitted Liens or have been released; provided that, to the extent
any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended
Collateral (other than execution and delivery of the Collateral Agreement, the Subsidiary Guarantor Pledge Agreement and any Collateral
the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement, the registration
or recording of the Vessel Mortgage in the appropriate ship registry or the delivery of stock certificates or other instruments
representing Equity Interests and the Security Document giving rise to the security interest therein) is not able to be provided
on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, such requirements may be satisfied
after the Closing Date in accordance with Section 5.10.


 


(e)              
The Lenders shall have received the financial statements and interim financial reports referred to in Section 3.05.


 






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(f)               
The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by
a Financial Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis, in each
case, after giving effect to the Transactions on the Closing Date.


 


(g)              
The Agents shall have received all fees payable thereto or to any Arranger or Lender on or prior to the Closing Date and,
to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including,
to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable
and documented fees, charges and disbursements of Cahill Gordon & Reindel LLP, Appleby (Bermuda) Limited, Appleby Global,
Higgs & Johnson and Watson Farley & Williams LLP) required to be reimbursed or paid by the Loan Parties hereunder or under
any Loan Document.


 


(h)              
The Administrative Agent and/or Collateral Agent (as appropriate) shall have received insurance certificates, endorsements,
copies of cover notes and certificates of entry, together with brokers’ letters of undertaking in respect thereof, in each
case satisfying the requirements of Section 5.02 (including any such items also covered in clause (iv) of paragraph (k) of
this Section 4.02).


 


(i)                
(i) The Lenders shall have received, at least three Business Days prior to the Closing Date, all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including the USA PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written
notice to the Company at least 10 Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to
the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such
Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).


 


(j)                
[reserved].


 


(k)              
The Collateral Agent shall have received:


 


(i)              
evidence that the Vessel Mortgage has been duly executed and delivered by the Subsidiary Guarantor and duly registered
in accordance with the laws of the Bahamas and such other evidence that the Collateral Agent may deem necessary in order to create
a valid first priority ship mortgage and subsisting Lien securing the Obligations on the Mortgaged Vessel described therein in
favor of the Collateral Agent for the benefit of the Secured Parties and that all registration fees in connection therewith have
been duly paid;


 


(ii)             
a Transcript of Register issued by The Bahamas Maritime Authority stating that the Mortgaged Vessel is owned by the Subsidiary
Guarantor and that there are of record no liens or other encumbrances on the Mortgaged Vessel except the Vessel Mortgage in favor
of the Collateral Agent and other Permitted Liens;


 






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(iii)              
a copy of a certificate duly issued by the Classification Society, not more than five days prior to the date of the Vessel
Mortgage, to the effect that the Mortgaged Vessel has received the highest classification and rating for vessels of the same age
and type, and is free of all overdue recommendations and notations of the Classification Society;


 


(iv)              
evidence of insurance in respect of the Mortgaged Vessel naming the Collateral Agent, for the benefit of the Secured Parties,
as loss payee under property and casualty coverages, and, with respect to liability coverages, evidence that the relevant protection
and indemnity club has made a loss payable endorsement to such coverages as required in the relevant Security Documents, in each
case with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as
is specified in Section 5.02 or otherwise required pursuant to the relevant Security Documents, together with the letters
of undertaking required by the relevant Security Documents;


 


(v)             
(x) copies of the DOC and SMC referred to in clause (a) of the definition of “ISM Code Documentation,”
certified as true and in effect by the Subsidiary Guarantor; and (y) copies of such ISM Code Documentation as the Administrative
Agent may by written notice to the Borrower has requested no later than two Business Days before the Closing Date, certified as
true and complete in all material respects by the Subsidiary Guarantor; and


 


(vi)              
a copy of the International Ship Security Certificate for the Mortgaged Vessel issued under the ISPS Code, in each case
certified as true and in effect by the Subsidiary Guarantor.


 


(l)                
The Administrative Agent shall have received the Valuation for the Mortgaged Vessel dated April 5, 2019.


 


For purposes of determining compliance
with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or
to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents
shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and such Lender shall not
have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.


 


Article V



Affirmative Covenants


 


The Company
covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent
indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall
have been paid in full, unless the Required Lenders shall otherwise consent in writing, the Company will, and will cause each
of the Material Subsidiaries to:


 






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Section 5.01.            
Existence; Business and Properties.


 


(a)              
Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except,
in the case of a Subsidiary, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and
except as otherwise expressly permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries
if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Company or a Wholly Owned
Subsidiary of the Company in such liquidation or dissolution; provided, that Loan Parties may not be liquidated into Subsidiaries
that are not Loan Parties.


 


(b)              
Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be
done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises,
authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary
to the normal conduct of its business, and (ii) at all times maintain, protect and preserve all property necessary to the normal
conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted),
from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements
thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times
(in each case except as expressly permitted by this Agreement), and use the standard of care typical in the industry in the operation
and maintenance of its properties.


 


Section 5.02.            
Insurance.


 


(a)              
With respect to the Mortgaged Vessel, and without limiting the requirements for insurance required thereon by the Vessel
Mortgage or Deed of Covenants (which Vessel Mortgage or Deed of Covenants provisions shall be controlling in the event of a conflict),
maintain, with financially sound and reputable insurance companies, as of any day, customary marine insurances (including hull,
machinery, hull interest/increased value, freight interest/anticipated earnings, war risk, protection and indemnity, war risk
protection and indemnity and mortgagee’s interest (and such mortgagee’s interest insurance shall be procured by the
Administrative Agent, and any expenses in connection therewith shall be reimbursed by the Company)) for the higher of the Valuation
of the Mortgaged Vessel and [*]% of the aggregate amount of all Term Loans outstanding on such day, and maintenance of required
surety bonds (if any).


 






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(b)              
Except as the Administrative Agent on behalf of the Lenders may agree in writing, cause all such property and casualty
insurance policies with respect to each Loan Party’s assets located in the United States to be endorsed or otherwise amended
to (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear
and (ii) in the case of each casualty insurance policy, include a “standard” or “New York” lender’s
loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent, which endorsement shall provide
that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent
of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Loan Parties under
such policies directly to Administrative Agent and/or Collateral Agent; cause all such policies to provide that neither the Loan
Parties, the Administrative Agent, the Collateral Agent nor any other party shall be a coinsurer thereunder and to contain a “Replacement
Cost Endorsement,” without any deduction for depreciation, and such other provisions as the Administrative Agent may reasonably
require from time to time to protect their interests; deliver copies of all such policies or certificates of an insurance broker
with respect to such policies, in each case together with the endorsements provided for herein; cause each such policy to provide
that it shall not be cancelled or not renewed upon less than the prior written notice thereof as set forth in the documentation
delivered on the Closing Date pursuant to Section 4.02(k)(iv) by the insurer to the Collateral Agent; deliver to the Administrative
Agent and the Collateral Agent, prior to or concurrently with the cancellation or nonrenewal of any such policy of insurance,
a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative
Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the Administrative Agent of payment
of the premium therefor, in each case of the foregoing, to the extent customarily maintained, purchased or provided to, or at
the request of, lenders by similarly situated companies in connection with credit facilities of this nature.


 


(c)              
In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:


 


(i)              
none of the Administrative Agent, the Collateral Agent, the Lenders, the other Secured Parties and their respective agents
or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02,
it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than the
aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation
against the Administrative Agent, the Collateral Agent, the Lenders, any other Secured Party or their agents or employees. If,
however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights
against such parties, as required above, then each Loan Party, on behalf of itself and behalf of each of its Subsidiaries, hereby
agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of
recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders, the other Secured Parties and their agents
and employees;


 


(ii)             
the designation of any form, type or amount of insurance coverage by the Administrative Agent under this Section 5.02
shall in no event be deemed a representation, warranty or advice by the Administrative Agent, Collateral Agent or the Lenders
that such insurance is adequate for the purposes of the business of the Loan Parties and the Subsidiaries or the protection of
their properties


 






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(iii)              
the insurance policies and coverages thereunder maintained as of the Closing Date by the Loan Parties and the Material
Subsidiaries and listed on Schedule 3.20 satisfy the requirements of paragraph (a) of this Section 5.02 as of
the Closing Date.


 


Section 5.03.            
Taxes. Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before the same
shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good faith by appropriate
proceedings and the Company or a Subsidiary thereof has set aside on its books adequate reserves therefor in accordance with GAAP
(or in the case of a Foreign Subsidiary, the comparable accounting principles in the relevant jurisdiction) or (ii) the failure
to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


Section 5.04.            
Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such information
to the Lenders):


 


(a)              
within 90 days (or, if applicable, such shorter period as the SEC shall specify for the filing of annual reports on
Form 10-K or on any applicable equivalent form) after the end of each fiscal year a consolidated balance sheet and related statements
of operations, cash flows and owners’ equity showing the financial position of the Company and its Subsidiaries as of the
close of such fiscal year and the consolidated results of their operations during such fiscal year and setting forth in comparative
form the corresponding figures for the prior fiscal year, which consolidated balance sheets and related statements of operations,
cash flows and owners’ equity shall be audited by PricewaterhouseCoopers, LLP or other independent public accountants of
recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope
of audit or as to the status of the Company or any Material Subsidiary as a going concern) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial position and results of operations of the Company
and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Company of
annual reports on Form 10-K or the equivalent of the Company and its consolidated Subsidiaries shall satisfy the requirements
of this (a) to the extent such annual reports include the information specified herein);


 


(b)              
within 45 days (or, if applicable, such shorter period as the SEC shall specify for the filing of quarterly reports
on Form 10-Q or on any applicable equivalent form) after the end of each of the first three fiscal quarters of each fiscal year,
a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Company
and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal
quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the
corresponding periods of the prior fiscal year, all of which shall be in reasonable detail and which consolidated balance sheet
and related statements of operations and cash flows shall be certified by a Financial Officer of the Company on behalf of the
Company, as fairly presenting, in all material respects, the financial position and results of operations of the Company and its
Subsidiaries, on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of
footnotes) (it being understood that the delivery by the Company of quarterly reports on Form 10-Q of the Company and its consolidated
Subsidiaries shall satisfy the requirements of this (b) to the extent such quarterly reports include the information specified
herein);


 






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(c)              
(x) concurrently with any delivery of financial statements under paragraphs (a) or (b) above, a certificate of a Financial
Officer of the Company (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default
has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto,
(ii) setting forth computations in reasonable detail demonstrating compliance with the covenants set forth in Sections 6.12, 6.13,
6.14, and 6.15, (iii) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then ended if the
Company shall have used the Cumulative Credit for any purpose during such fiscal period, and (iv) certifying a list of names of
all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and
that all such Subsidiaries in the aggregate do not exceed the limitation set forth in clause (b) of the definition of the term
 “Immaterial Subsidiary,” and (y) concurrently with any delivery of financial statements under paragraph (a) above,
if the accounting firm is not restricted from providing such a certificate by the policies of its applicable office, a certificate
of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their
examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and
disclaim responsibility for legal interpretations);


 


(d)              
promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements
and, to the extent requested by the Administrative Agent, other materials filed by the Company or any Subsidiary with the SEC,
or after an initial public offering, distributed to its stockholders generally, as applicable; provided, however,
that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) or any other
clause of this Section 5.04 shall be deemed delivered for purposes of this Agreement when posted to the website of the Company
or the SEC;


 


(e)              
within 90 days after the beginning of each fiscal year, a reasonably detailed consolidated quarterly budget for such
fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following
fiscal year, and the related consolidated statements of projected cash flow and projected income), including a description of
underlying assumptions with respect thereto (collectively, the “Budget”), which Budget shall in each case be
accompanied by the statement of a Financial Officer of the Company to the effect that the Budget is based on assumptions believed
by such Financial Officer to be reasonable as of the date of delivery thereof;


 


(f)               
promptly, from time to time, such other information (i) regarding the operations, business affairs and financial condition
of the Company or any of the Subsidiaries, (ii) regarding compliance with the terms of any Loan Document, (iii) regarding such
consolidating financial statements or (iv) required under the USA PATRIOT Act or the Beneficial Ownership Regulation, as in each
case the Administrative Agent may reasonably request (for itself or on behalf of any Lender);


 






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(g)              
in the event that (x) any Parent Entity reports on a consolidated basis then, such consolidated reporting at such Parent
Entity’s level in a manner consistent with that described in paragraphs (a) and (b) of this Section 5.04 for the Company
(together with a reconciliation showing the adjustments necessary to determine compliance by the Company and its Subsidiaries
with the covenants set forth in Sections 6.12, 6.13, 6.14, and 6.15 and consolidating information that explains in reasonable
detail the differences between the information relating to such direct or indirect parent and its Subsidiaries, on the one hand,
and the information relating to the Company and its Subsidiaries, on the other hand) will satisfy the requirements of such paragraphs.


 


Section 5.05.            
Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the
Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof:


 


(a)              
any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to
be taken with respect thereto;


 


(b)              
the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action,
suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan
Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would
reasonably be expected to have a Material Adverse Effect;


 


(c)              
any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and
that has had, or would reasonably be expected to have, a Material Adverse Effect;


 


(d)              
the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably
be expected to have a Material Adverse Effect; and


 


(e)              
any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result
in a change to the list of beneficial owners identified in such certification.


 


Section 5.06.            
Compliance with Laws.


 


(a)              
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except
where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect;


 


(b)              
this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or to laws related
to Taxes, which are the subject of Section 5.03.


 






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Section 5.07.            
Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP
and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of
Default, any Lender to visit and inspect the financial records and the properties of the Company or any Material Subsidiary at
reasonable times, upon reasonable prior notice to the Company, and as often as reasonably requested and to make extracts from
and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and
during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Company to discuss the affairs,
finances and condition of the Company or any Material Subsidiary with the officers thereof and independent accountants therefor
(subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract).


 


Section 5.08.            
Use of Proceeds. Use the proceeds of the Loans only as contemplated by Section 3.12. The Borrower will not
request any Borrowing, and the Borrower shall not use, and shall procure that their Subsidiaries and their or their Subsidiaries’
respective directors, officers, employees, Affiliates and agents shall not use, directly or indirectly, the proceeds of any Borrowing,
or lend, contribute or otherwise make available such proceeds to any Subsidiary, other Affiliate, joint venture partner or other
person, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any person in violation of any Anti-Corruption Laws or AML Laws, (B) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or involving
any goods originating in or with a Sanctioned Person or Sanctioned Country, in each case except to the extent permissible for
a Pperson required to comply with Sanctions,
or (C) in any manner that would result in the violation of any Sanctions by any person (including any person participating in
the transactions contemplated hereunder, whether as underwriter, advisor lender, investor or otherwise).


 


Section 5.09.            
Environmental Matters.


 


(a)              
Comply, and make reasonable efforts to cause any Approved Manager and all persons employed on board the Mortgaged Vessel
or other property owned or leased by it (and all other persons under contract with any Loan Party or any Approved Manager) to
comply, with all Environmental Laws applicable to its operations and properties; and obtain and renew all material Environmental
Permits required for its operations and properties, in each case in accordance with Environmental Laws, except, in each case with
respect to this Section 5.09, to the extent the failure to do so would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect;


 


(b)              
Implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain
the value and marketability of the Mortgaged Vessel or any other property owned or leased by it or to otherwise comply with Environmental
Laws and Environmental Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation, scrapping
or Release of any Hazardous Material on, at, in, under, above, to, from or about the Mortgaged Vessel or other property owned,
leased or occupied by it, except where the failure to do so, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect;


 






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(c)              
Notify the Administrative Agent promptly after it becomes aware that any violation of Environmental Laws or Environmental
Permits or any Release on, at, in, under, above, to or from the Mortgaged Vessel or any other property owned, leased or occupied
by it, or any other Environmental Claim could reasonably be expected to result in Environmental Liabilities in excess of $[*]
per instance or $[*] in the aggregate (for all such instances) in any one fiscal year (for any and all such violations, Releases
and Environmental Claims and for any and all of the Loan Parties and Material Subsidiaries), in each case whether or not any Governmental
Authority has taken or threatened any action in connection with any such violation, Release, Environmental Claim or other matter;
and


 


(d)              
Promptly forward to the Administrative Agent a copy of any order, notice, request for information or any written communication
or report received by it in connection with any such violation or Release or any other matter relating to any Environmental Laws
or Environmental Permits described in paragraph (c) of this Section 5.09.


 


Section 5.10.            
Further Assurances; Additional Security and Guarantees.


 


(a)              
Promptly execute, and use commercially reasonable efforts to cause the execution of, any and all further documents, financing
statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further
actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants
and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law,
or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the Borrower, and provide to the Collateral Agent
from time to time upon reasonable request of the Collateral Agent, evidence reasonably satisfactory to the Collateral Agent as
to the perfection and priority of the Liens created or intended to be created by the Security Documents.


 


(b)              
[Reserved].


 


(c)              
[Reserved].


 


(d)              
[Reserved].


 


(e)              
As a condition precedent to the occurrence of any transaction permitted under this Agreement effecting a change in the
holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the
Subsidiary Guarantor shall have executed and delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary
Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s
pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor
Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the
relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel
covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably
request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to
the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary,
together with stock powers or instruments of transfer executed and delivered in blank.


 






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(f)               
Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to re-register the Mortgaged
Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered
on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such
re-registration, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee,
as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag
Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation,
which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first
priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered,
filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such
vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be
paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or
deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage
trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien
of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to
the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the
Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation).


 


(g)              
Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged
Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved
by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a
 “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee
Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the
Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section
4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing
Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement
to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary,
(y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with
any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary
documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable
perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required
by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate,
in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the
Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and
other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall
otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent
shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage
and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent,
which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and
any related supplementary documentation).


 






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(h)              
(i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s
legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan
Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location”
within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit
any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial
Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority
intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion
of the Collateral is damaged or destroyed.


 


(i)                
Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that
is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event
within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable
discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the
relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem
necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien
on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien
to be duly perfected to the extent required by such Security Document in accordance with requirements of applicable law, including
the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower
shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent
or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security
Documents on such after-acquired properties.


 


(j)                
The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect
to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary
of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance
with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual
obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time
of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with
the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking
such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition
thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets
(except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted
by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral
Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or
eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with
respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction
of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto
is excessive in relation to the value of the security afforded thereby.


 






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(k)              
Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of
its Subsidiaries shall be required to enter into any Control Agreement.


 


Section 5.11.            
Rating. Exercise commercially reasonable efforts to maintain public corporate ratings for the Company or Holdings
from each of Moody’s and S&P.


 


Section 5.12.            
Annual Insurance Report. If requested by the Collateral Agent, on or as of the Closing Date and thereafter on such
other dates as the Collateral Agent may require (but not more than once per fiscal year of the Company), a written report addressed
to the Collateral Agent and the Secured Parties with respect to the insurances carried and maintained on the Mortgaged Vessel
signed by an Approved Insurance Evaluator; provided that only the reasonable expenses of such Approved Insurance Evaluator
are required to be reimbursed by the Borrower hereunder.


 


Section 5.13.            
Approval and Authorization. The Lenders hereby approve the forms of the Subsidiary Guarantor Pledge Agreement and
the Collateral Agreement and authorize the Administrative Agent and the Collateral Agent (i) to enter into the same on their behalf
and (ii) to perform their duties and obligations and to exercise their rights and remedies thereunder. The Lenders acknowledge
that the Collateral Agent will be acting as collateral agent for the holders of the Obligations under the Security Documents,
on the terms provided for therein.


 


Section 5.14.            
Concerning the Mortgaged Vessel.


 


(a)              
At all times operate the Mortgaged Vessel in compliance in all respects with all applicable governmental rules, regulations
and requirements pertaining to the Mortgaged Vessel and in compliance in all respects with all rules, regulations and requirements
of the applicable Classification Society and in compliance with all requirements of the Vessel Mortgage and Deed of Covenants,
except, in each case with respect to this Section 5.14(a), to the extent the failure to do so would not reasonably be expected
to have a Material Adverse Effect. The Company shall cause the Subsidiary Guarantor to keep the Mortgaged Vessel registered under
the laws of a Permitted Flag Jurisdiction and furnish to the Administrative Agent copies of all renewals and extensions of such
registration.


 






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(b)              
Maintain the Mortgaged Vessel classed in the highest available class with a Classification Society, free of any overdue
recommendations or exceptions of any kind that affect the Mortgaged Vessel’s classification and rating by such Classification
Society, except, in each case with respect to this ‎Section 5.14(b), to the extent the failure to do so would not reasonably
be expected to have a Material Adverse Effect. Upon request (it being understood that the Administrative Agent shall not make
more than one such request during any fiscal year of the Company), the Company shall furnish to the Administrative Agent and the
Lenders a confirmation of class certificate issued by the respective Classification Society for the Mortgaged Vessel.


 


(c)              
Maintain a true copy of the Vessel Mortgage, together with a notice thereof, aboard the Mortgaged Vessel.


 


Section 5.15.            
Compliance with Maritime Conventions. Obtain and maintain all necessary ISM Code Documentation in connection with
the Mortgaged Vessel, and be in compliance in all material respects with the ISM Code, except, in each case with respect to this
Section 5.15, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.16.            
Valuations. Ensure that, for each fiscal year beginning with the fiscal year commencing January 1, 2020, the Company
shall obtain one or (at the request of the Administrative Agent) more Valuations of the Mortgaged Vessel, in each case at the
Company’s sole cost and expense (except that, with respect to the Mortgaged Vessel, any Valuation in a calendar year requested
by the Administrative Agent, shall be at the Lenders’ expense, unless an Event of Default has occurred and is continuing)
and from one of the Approved Brokers, as selected by the Company; provided that unless an Event of Default has occurred
and is continuing, no more than two Valuations of the Mortgaged Vessel shall be so required to be obtained during any fiscal year
of the Company. The Company shall deliver (or cause to be delivered) a copy of any such Valuation (a “First Valuation”)
to the Administrative Agent (for distribution to the Lenders). Notwithstanding anything to the contrary, the Company, at its own
option and without any instruction from the Administrative Agent may obtain a First Valuation from time to time and deliver same
to the Administrative Agent (for distribution to the Lenders). In the event the Company is not satisfied with the results of any
First Valuation, then the Company will have 30 days after the Company’s receipt of such First Valuation during which
to obtain, at its option and at its sole cost and expense, an additional Valuation (a “Second Valuation”) from
one of the Approved Brokers, as selected by the Company. The Company shall deliver (or cause to be delivered) a copy of any such
Second Valuation to the Administrative Agent (for distribution to the Lenders) promptly after the Company’s receipt thereof.
If any such Second Valuation is obtained and the results thereof indicate a value for the subject Mortgaged Vessel of at least
110% of the value indicated in the First Valuation, then the Company will have 30 days after the receipt of such Second Valuation
from the relevant Approved Broker during which to obtain, at its option and at its sole cost and expense, a further additional
Valuation (a “Third Valuation”) from one of the Approved Brokers, as selected by the Company. The average value
of any First Valuation, Second Valuation (to the extent obtained as provided above) and Third Valuation (to the extent obtained
as provided above) of the Mortgaged Vessel shall constitute the Valuation of the Mortgaged Vessel for all purposes under the Loan
Documents until any subsequent Valuation of the Mortgaged Vessel is obtained in accordance with this Section 5.16.


 






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Article VI



Negative Covenants


 


The Company
covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (other than in respect of contingent
indemnification and expense reimbursement obligations for which no claim has been made) and until the Commitments have been terminated
and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have
been paid in full, unless the Required Lenders shall otherwise consent in writing, the Company will not, and will not permit any
of the Material Subsidiaries to:


 


Section 6.01.            
Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:


 


(a)              
Indebtedness of the Company or any Subsidiary existing on the Closing Date (provided that any such Indebtedness
in excess of $10,000,000 shall be set forth on Schedule 6.01) and any Permitted Refinancing Indebtedness incurred
to Refinance such Indebtedness (other than intercompany indebtedness Refinanced with Indebtedness owed to a person not affiliated
with the Company or any Subsidiary);


 


(b)              
Indebtedness created hereunder and under the other Loan Documents and any Permitted Refinancing Indebtedness incurred to
Refinance such Indebtedness;


 


(c)              
Indebtedness of the Company or any Subsidiary pursuant to Swap Agreements permitted by Section 6.10;


 


(d)              
Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for
the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty
or liability insurance to the Company or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person,
in each case in the ordinary course of business; provided that upon the incurrence of Indebtedness with respect to reimbursement
obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following
such incurrence;


 


(e)              
Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary; provided
that (i) Indebtedness of any Subsidiary that is not the Subsidiary Guarantor owing to the Loan Parties shall be subject to
Section 6.04(a) and (ii) Indebtedness of the Company to any Subsidiary and Indebtedness of the Subsidiary Guarantor to any
Subsidiary that is not the Subsidiary Guarantor shall be made expressly subject to a note containing subordination provisions
reasonably satisfactory to the Company and the Administrative Agent;


 






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(f)               
(i) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar
obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental
obligations in the ordinary course of business and (ii) ordinary course Guarantees and any related credit support or suretyship
arrangements so long as the same do not constitute Indebtedness for borrowed money or a Guarantee thereof;


 


(g)              
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of
business; provided that (i) such Indebtedness (other than credit or purchase cards) is extinguished within ten Business
Days of notification to the obligor by such bank or other financial institution of its incurrence and (ii) such Indebtedness in
respect of credit or purchase cards is extinguished within 60 days from its incurrence;


 


(h)               (i)
Indebtedness of a Subsidiary acquired after the Closing Date or a person merged into or consolidated with the Company or any
Subsidiary after the Closing Date and Indebtedness assumed or incurred in connection with such acquisition, merger or
consolidation and where such acquisition, merger or consolidation is permitted by this Agreement provided that the
aggregate amount of such Indebtedness (together with the aggregate amount of Indebtedness outstanding pursuant to this
paragraph (h) and paragraph (i) of this Section 6.01 and the Remaining Present Value of outstanding leases permitted
under ‎Section 6.03) would not exceed (x) the greater of $[*] and [*]% of
Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition, merger or
consolidation, such assumption or such incurrence, as applicable for which financial statements have been delivered pursuant
to Section 5.04 plus (y) an amount of Indebtedness for which, after giving effect to such issuance, incurrence or
assumption, the Company would be in Ratio Compliance; provided, further (A) no Default or Event of Default
shall have occurred and be continuing or would result therefrom, (B) immediately after giving effect to such acquisition,
merger or consolidation, the assumption and incurrence of any Indebtedness and any related transactions, the Company shall be
in Pro Forma Compliance and (C) to the extent such Indebtedness is incurred in contemplation of such acquisition, merger or
consolidation, it shall constitute Permitted Additional Debt; and (ii) any Permitted Refinancing Indebtedness incurred to
Refinance such Indebtedness.


 


(i)                
Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Company or any Subsidiary
prior to or within [*] days after the acquisition, lease or improvement of the respective asset permitted under this Agreement
in order to finance such acquisition or improvement, and any Permitted Refinancing Indebtedness in respect thereof, in an aggregate
principal amount that at the time of, and after giving effect to, the incurrence thereof, of such Indebtedness (together with
the aggregate principal amount of Indebtedness outstanding pursuant to this paragraph (i) and paragraph (h) of this Section 6.01
and the Remaining Present Value of outstanding leases permitted under Section 6.03) would
not exceed (x) the greater of $[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior
to the date of such incurrence for which financial statements have been delivered pursuant to ‎Section 5.04 plus (y)
any additional amounts, so long as after giving effect to the issuance or incurrence of such Indebtedness the Company is in Ratio
Compliance;


 






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(j)                
Capital Lease Obligations incurred by the Company or any Subsidiary in respect of any Sale and Lease-Back Transaction that
is permitted under Section 6.03;


 


(k)              
other Indebtedness of the Company or any Subsidiary, in an aggregate principal amount that at the time of, and after giving
effect to, the incurrence thereof, would not exceed the greater of $[*] and [*]% of Consolidated Total Assets as of the end of
the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant
to Section 5.04;


 


(l)                
Indebtedness of the Company pursuant to (i) the Senior Unsecured Notes Documents in an aggregate principal amount not in
excess of $[*], and (ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness;


 


(m)            
Guarantees (i) by the Subsidiary Guarantor of the Indebtedness of the Company described in paragraph (l) of this Section 6.01,
(ii) by the Borrower or the Subsidiary Guarantor of any Indebtedness of the Subsidiary Guarantor permitted to be incurred under
this Agreement, (iii) by the Borrower or the Subsidiary Guarantor of Indebtedness otherwise permitted hereunder of any Subsidiary
that is not the Subsidiary Guarantor to the extent such Guarantees are permitted by ‎Section 6.04 (other than ‎Section
6.04(v)), (iv) by any Subsidiary that is not the Subsidiary Guarantor of any Indebtedness of any other Subsidiary or any Loan
Party permitted to be incurred under this Agreement; provided that Guarantees by any Loan Party or Subsidiary under this
Section 6.01(m) of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall be
expressly subordinated to the Obligations to the same extent as such underlying Indebtedness is subordinated;


 


(n)              
Indebtedness arising from agreements of the Company or any Subsidiary providing for indemnification, adjustment of purchase
or acquisition price or similar obligations, in each case, incurred or assumed in connection with any Permitted Business Acquisition
or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement, other than Guarantees of Indebtedness
incurred by any person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such
acquisition;


 


(o)              
Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support
performance obligations (other than obligations in respect of other Indebtedness) in the ordinary course of business;


 


(p)              
[reserved];


 






    	 	97 	 



     


    

 


(q)              
Indebtedness consisting of (i) the financing of insurance premiums, or (ii) take-or-pay obligations contained in supply
arrangements, in each case, in the ordinary course of business;


 


(r)               
Indebtedness consisting of Permitted Ratio Debt and Permitted Refinancing Indebtedness in respect thereof so long as (i)
no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) (A) immediately after
giving effect to the issuance, incurrence or assumption of such Indebtedness, the Loan-to-Value Ratio on a Pro Forma Basis is
equal to or less than [*] to 1.0, or (B) immediately after giving effect to the issuance, incurrence or assumption of such Indebtedness,
the Fixed Charge Coverage Ratio on a Pro Forma Basis at least [*] to 1.0;


 


(s)               
Indebtedness of Subsidiaries that are not the Subsidiary Guarantor in an aggregate amount not to exceed the greater of
$[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence
for which financial statements have been delivered pursuant to Section 5.04;


 


(t)                
unsecured Indebtedness in respect of obligations of the Company or any Subsidiary to pay the deferred purchase price of
goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred
in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made
within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection
with the borrowing of money or any Swap Agreements;


 


(u)              
Indebtedness representing deferred compensation to employees of the Company or any Subsidiary incurred in the ordinary
course of business;


 


(v)              
[reserved];


 


(w)            
Indebtedness of any New Vessel Subsidiary under a New Vessel Financing (in an initial aggregate principal amount not to
exceed [*]% of the purchase price (as adjusted from time to time to give effect to any change orders or other modifications) of
the purchased Vessel and [*]% of any related export credit insurance premium) and Guarantees thereof by the Company;


 


(x)              
Indebtedness of the Company and the Subsidiaries incurred under lines of credit or overdraft facilities (including, but
not limited to, intraday, ACH and purchasing card/T&E services) extended by one or more financial institutions reasonably
acceptable to the Administrative Agent or one or more of the Lenders and (in each case) established for the Company’s and
the Subsidiaries’ ordinary course of operations (such Indebtedness, the “Overdraft Line”), which Indebtedness
may be secured as, but only to the extent, provided in Section 6.02(a) and in the Security Documents (it being understood, however,
that for a period of 30 consecutive days during each fiscal year of the Company the outstanding principal amount of Indebtedness
under the Overdraft Line shall not exceed the greater of $[*] and [*]% of Consolidated Total Assets);


 






    	 	98 	 



     


    

 


(y)              
intercompany Indebtedness in connection with any Permitted Vessel Transfer;


 


(z)              
[reserved];


 


(aa)           
[reserved];


 


(bb)          
Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures not in excess of the
greater of $[*] and [*]% of Consolidated Total Assets as of the fiscal quarter immediately prior to the date of such Investment
for which financial statements have been delivered pursuant to Section 5.04;


 


(cc)           
all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent
interest on obligations described in paragraphs (a) through (bb) above.


 


For purposes
of determining compliance with this Section 6.01, (x) the amount of any Indebtedness denominated in any currency other than
Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in
respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing Date, on the Closing
Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness)
after the Closing Date, on the date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect
of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated
in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would
cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect
on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable,
of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender
premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing and (y) (A) Indebtedness
need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections
6.01(a) through (cc) but may be permitted in part under any combination thereof, (B) in the event that an item of Indebtedness
(or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof)
described in Sections 6.01(a) through (cc), the Company may, in its sole discretion, divide, classify or reclassify, or later
divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any
manner that complies with this Section 6.01 and at the time of incurrence, division, classification or reclassification will
be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses
(or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing
pursuant to only such clause or clauses (or any portion thereof); provided, that all Indebtedness under this Agreement
that is outstanding on the Closing Date shall at all times be deemed to have been incurred pursuant to clause (b) of this Section
6.01 and (C) in connection with (1) the incurrence of revolving Indebtedness under this Section 6.01 or (2) any commitment relating
to the incurrence of Indebtedness under this Section 6.01 and the granting of any Lien to secure such Indebtedness, the Company
or applicable Subsidiary may designate the incurrence of such Indebtedness and the granting of such Lien therefor as having occurred
on the date of first incurrence of such revolving loan Indebtedness or commitment (such date, the “Deemed Date”),
and from and after the Deemed Date such Indebtedness shall be deemed to be outstanding for purposes of this Section 6.01 and 6.02
so long as the commitments with respect to such Indebtedness remain in effect and any related subsequent actual incurrence and
the granting of such Lien therefor will be deemed for purposes of this Section 6.01 and Section 6.02 of this Agreement to have
been incurred or granted on such Deemed Date.


 






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With respect
to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness
shall also be permitted hereunder after the date of such incurrence.


 


Section 6.02.            
Liens. Create, incur, assume or permit to exist any Lien upon any Collateral (other than Liens in favor of the Borrower
or the Subsidiary Guarantor), whether now owned or hereafter acquired, except the following (collectively, “Permitted
Liens”):


 


(a)              
any Lien created under the Loan Documents or permitted in respect of the Mortgaged Vessel by the terms of the Vessel Mortgage;


 


(b)              
Liens on Collateral existing on the Closing Date and set forth on Schedule 6.02(a) and any modifications, replacements,
renewals or extensions thereof;


 


(c)              
Liens ranking junior to the Liens on the Collateral securing the Obligations; provided that (i) the Loan-to-Value
Ratio on a Pro Forma Basis will be equal to or less than [*] to 1.0 and (ii) at the time of the incurrence of such Lien and after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;


 


(d)              
(1) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s, construction or other like Liens and Liens in favor of customs and revenue authorities to secure payment of
customs duties in connection with the importation of goods; in each case arising in the ordinary course of business and securing
obligations which do not in the aggregate materially detract from the value of the Collateral and do not materially impact the
use thereof in the operation of the business of the Company or the applicable Material Subsidiary or that are being contested
in good faith by appropriate proceedings; and with respect to the Mortgaged Vessel: (i) Liens fully covered (in excess of deductibles
required or permitted by Section 5.02) by valid policies of insurance meeting the requirements of the Deed of Covenants, (ii)
Liens for master’s and crew’s wages on, if not yet due and payable, and (iii) other maritime liens arising in the
ordinary course of business in an amount not to exceed the greater of (x) $[*] and [*]% of Consolidated Total Assets as of the
end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered
pursuant to Section 5.04 and (2) Liens arising solely by virtue of any statutory or common law provision relating to banker’s
liens, rights of set-off or similar rights;


 






    	 	100 	 



     


    

 


(e)              
(1) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested
in compliance with Section 5.03; (2) Liens in respect of Indebtedness permitted by (a) Section 6.01(f) (to the extent such obligations
are in respect of trade-related letters of credit and bankers’ acceptances and cover the goods (or the documents of title
in respect of such goods) financed by such letters of credit and the proceeds and products thereof) and (b) Section 6.01(i) (provided,
that in the case of any Lien in respect of Section 6.01(i), (x) that such Liens do not apply to any property or assets other than
the property or assets being acquired or improved or (y) that immediately after giving effect to any such Lien and the incurrence
of any Indebtedness incurred at the time such Lien is created, incurred or permitted to exist, the Company is in Ratio Compliance
and at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing or would result therefrom); (3) Liens on not more than the greater of (x) $[*] and (y) [*]% of Consolidated
Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements
have been delivered pursuant to Section 5.04 of deposits securing Swap Agreements permitted to be incurred under Section
6.10; and (4) Liens securing judgments that do not constitute an Event of Default under Section 8.01(j); and


 


(f)               
(1) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other
than Capital Lease Obligations), statutory obligations (other than obligations under ERISA), credit card processing arrangements,
surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements
with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the
issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental
obligations in the ordinary course of business; and (2) leases or subleases, licenses or sublicenses, granted to others in the
ordinary course of business not interfering in any material respect with the business of the Company and its Subsidiaries, taken
as a whole.


 


Section 6.03.            
Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it
shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes
as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that a Sale
and Lease-Back Transaction shall be permitted if at the time the lease in connection therewith is entered into, and after giving
effect to the entering into of such lease, the Remaining Present Value of such lease, together with Indebtedness outstanding pursuant
to ‎Section 6.01(h) and ‎(i) and the Remaining Present Value of outstanding leases previously entered into under this
 ‎Section 6.03, would not exceed the greater of $[*] and [*]% of Consolidated Total Assets as of the end of the fiscal quarter
immediately prior to the date the lease was entered into for which financial statements have been delivered pursuant to ‎Section
5.04.


 






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Section 6.04.            
Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger with a person that
is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of Indebtedness or other securities
of, make or permit to exist any loans or advances to or Guarantees of the obligations of, or make or permit to exist any investment
or any other interest in (each, an “Investment”), any other person, except:


 


(a)              
(i) Investments by the Company or any Subsidiary in the Equity Interests of the Company or any Subsidiary; (ii) intercompany
loans from the Company or any Subsidiary to the Company or any Subsidiary; and (iii) Guarantees by the Borrower or the Subsidiary
Guarantor of Indebtedness otherwise expressly permitted hereunder of the Company or any Subsidiary; provided, that the
sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof)
made after the Closing Date by the Loan Parties pursuant to clause (i) in Subsidiaries that are not Loan Parties, plus (B)
net intercompany loans made after the Closing Date to Subsidiaries that are not Loan Parties pursuant to clause (ii), plus
(C) Guarantees of Indebtedness after the Closing Date of Subsidiaries that are not Loan Parties pursuant to clause (iii),
shall not exceed an aggregate net amount equal to (x) the greater of (1) $[*]and (2) [*]% of Consolidated Total Assets (plus any
return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to
this paragraph (a);)); plus (y)
the portion, if any, of the Cumulative Credit on the date of such election that the Company elects to apply to this Section 6.04(a)(y),
such election to be specified in a written notice of a Responsible Officer of the Company calculating in reasonable detail the
amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided further,
that the limitations in this paragraph shall not apply to any Investment entered into at a time when the Company is in Ratio Compliance;
provided, still further, that intercompany current liabilities incurred in the ordinary course of business in connection
with the cash management operations of the Company and the Subsidiaries shall not be included in calculating the limitation in
this paragraph at any time;


 


(b)              
Permitted Investments and Investments that were Permitted Investments when made;


 


(c)              
Investments arising out of the receipt by the Company or any Subsidiary of non-cash consideration for the sale of assets
permitted under Section 6.05;


 


(d)              
loans and advances to current and former officers, directors, employees or consultants of the Company or any Subsidiary
(i) in the ordinary course of business not to exceed the greater of (x) $[*] and (y) [*]% of Consolidated Total Assets as of the
end of the fiscal quarter immediately prior to the date of such Investment for which financial statements have been delivered
pursuant to Section 5.04 in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs
thereof), (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such
person’s purchase of Equity Interests of a Parent Entity solely to the extent that the amount of such loans and advances
shall be contributed to the Company in cash as common equity;


 






    	 	102 	 



     


    

 


(e)              
accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business
and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors
to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in
the ordinary course of business;


 


(f)               
Swap Agreements permitted pursuant to Section 6.10;


 


(g)              
Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 6.04
and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause
(g) is not increased at any time above the amount of such Investment existing on the Closing Date;


 


(h)              
Investments resulting from pledges and deposits under Section 6.02(f);


 


(i)                
other Investments by the Company or any Subsidiary in an aggregate amount (valued at the time of the making thereof, and
without giving effect to any write-downs or write-offs thereof) not to exceed (1) the greater of $[*] and [*]% of Consolidated
Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which financial statements
have been delivered pursuant to Section 5.04 plus (2) the portion, if any, of the Cumulative Credit on the date of such election
that the Company elects to apply to this Section 6.04(i)(2), such election to be specified in a written notice of a Responsible
Officer of the Company calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and
the amount thereof elected to be so applied; provided further, that the limitations in this paragraph shall not apply to
any Investment entered into if, immediately after giving effect thereto, on a Pro Forma Basis, (i) either (A) the Loan-to-Value
Ratio is equal to or less than [*] to 1.0 or (B) the Fixed Charge Coverage Ratio is at least [*] to 1.0 and (ii) the Company is
in Pro Forma Compliance;


 


(j)               
Investments constituting Permitted Business Acquisitions;


 


(k)              
intercompany loans permitted by Section 6.01(e);


 


(l)               
Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes
with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by
the Company as a result of a foreclosure by the Company or any of the Subsidiaries with respect to any secured Investments or
other transfer of title with respect to any secured Investment in default;


 


(m)            
Investments of a Subsidiary acquired after the Closing Date or of a person merged into any Loan Party or merged into or
consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent permitted under this Section 6.04,
(ii) in the case of any acquisition, merger or consolidation, in accordance with Section 6.05, and (iii) to the extent that
such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in
existence on the date of such acquisition, merger or consolidation;


 






    	 	103 	 



     


    

 


(n)              
acquisitions by the Company or any Subsidiary of obligations of one or more officers or other employees of any Loan Party
or any Subsidiary in connection with such officer’s or employee’s acquisition of Equity Interests of the Company or
any Parent Entity, so long as no cash is actually advanced by any Loan Party or any Subsidiary to such officers or employees in
connection with the acquisition of any such obligations;


 


(o)              
Guarantees by the Company or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations
that do not constitute Indebtedness, in each case entered into by the Company or any Subsidiary in the ordinary course of business;


 


(p)              
Investments to the extent that payment for such Investments is made with Equity Interests of any Parent Entity;


 


(q)              
Investments in the Equity Interests of one or more newly formed persons that are received in consideration of the contribution
by the Company or the applicable Subsidiary of assets (including Equity Interests and cash) to such person or persons; provided,
that (i) the fair market value of such assets, determined on an arm’s-length basis, so contributed pursuant to this paragraph
(q) shall not in the aggregate exceed the greater of (x) $[*] and (y) and [*]% of Consolidated Total Assets as of the end of the
fiscal quarter immediately prior to the date of such Investment for which financial statements have been delivered pursuant to
Section 5.04 and (ii) in respect of each such contribution, a Responsible Officer of the Company shall certify, in a form
to be agreed upon by the Company and the Administrative Agent (x) after giving effect to such contribution, no Default or Event
of Default shall have occurred and be continuing or would result therefrom, (y) the fair market value of the assets so contributed
and (z) that the requirements of clause (i) of this proviso remain satisfied;


 


(r)               
Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 6.06;


 


(s)               
Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection
or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;


 


(t)                
Investments in Subsidiaries that are not Loan Parties not to exceed the greater of (x) $[*] and (y) [*]% of Consolidated
Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which financial statements
have been delivered pursuant to Section 5.04 in the aggregate, as valued at the fair market value of such Investment at the
time such Investment is made;


 


(u)              
Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to this Section 6.04);


 






    	 	104 	 



     


    

 


(v)              
advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary
trade terms of the Company or such Subsidiary;


 


(w)            
Investments by Company and its Subsidiaries, including loans to any direct or indirect parent of the Company, if the Company
or any other Subsidiary would otherwise be permitted to make a dividend or distribution in such amount (provided that the
amount of any such Investment shall also be deemed to be a distribution under the appropriate clause of Section 6.06 for
all purposes of this Agreement);


 


(x)              
Investments if after giving effect to such Investments, the Total Leverage Ratio is equal to or less than 3.30 to 1.00;


 


(y)              
Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements
with other persons;


 


(z)              
Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract
rights or licenses or leases of intellectual property in each case in the ordinary course of business;


 


(aa)           
Investments received substantially contemporaneously in exchange for Equity Interests of the Company; provided that
such Investments are not included in any determination of the Cumulative Credit;


 


(bb)          
Investments in joint ventures in an aggregate amount not to exceed the greater of $[*] and [*]% of Consolidated Total Assets
as of the end of the fiscal quarter immediately prior to the date of such Investment for which financial statements have been
delivered pursuant to Section 5.04;


 


(cc)           
Permitted Vessel Transfers;


 


(dd)          
Investments in New Vessel Subsidiaries; and


 


(ee)           
Investments in a Similar Business in an aggregate amount (valued at the time of making thereof, and without giving effect
to any write downs or any write offs thereof) not to exceed (x) the greater of $[*] and [*]% of Consolidated Total Assets as of
the end of the fiscal quarter immediately prior to the date of such Investment for which financial statements have been delivered
pursuant to Section 5.04 (plus any returns of capital actually received by the respective investor in respect of investments theretofore
made by it pursuant to this paragraph (ee)))
plus (y) the Cumulative Credit; provided that if any Investment pursuant to this paragraph (ee) is made in any person that
is not a Subsidiary of the Company at the date of the making of such Investment and such person becomes a Subsidiary of the Company
after such date, such Investment shall thereafter be deemed to have been made pursuant to paragraph (a) above and shall cease
to have been made pursuant to this paragraph (ee) for so long as such person continues to be a Subsidiary of the Company;


 






    	 	105 	 



     


    

 


The amount of Investments that
may be made at any time pursuant to Section 6.04(a) or (j) (such Sections, the “Related Sections”) may,
at the election of the Company, be increased by the amount of Investments that could be made at such time under the other Related
Section; provided that the amount of each such increase in respect of one Related Section shall be treated as having
been used under the other Related Section.


 


Section 6.05.            
Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person, or permit
any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of transactions, including effected pursuant to a Delaware LLC Division) all or any part of its assets (whether now
owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Company or any Subsidiary,
or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets
of any other person, except that this Section shall not prohibit:


 


(a)              
(i) any disposal by the Company or any Subsidiary of an asset or other property in the ordinary course of the Company’s
or Subsidiary’s business, (ii) any acquisition (in one or a series of transactions) by any Loan Party or Subsidiary of all
or any substantial part of the assets or other property of any other person, so long as such acquisition is in the ordinary course
of such Loan Party’s or Subsidiary’s business, or (iii) the sale of Permitted Investments by any Loan Party or Subsidiary,
so long as such sale is in the ordinary course of such Loan Party’s or Subsidiary’s business;


 


(b)              
if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing
or would result therefrom, (i) the merger of any Subsidiary into the Borrower in a transaction in which the Borrower is the survivor,
(ii) the merger or consolidation of any Subsidiary into or with the Subsidiary Guarantor in a transaction in which the surviving
or resulting entity is the Subsidiary Guarantor, and, in the case of each of clauses (i) and (ii), no person other than the
Borrower or the Subsidiary Guarantor receives any consideration, (iii) the merger or consolidation of any Subsidiary that is not
the Subsidiary Guarantor into or with any other Subsidiary that is not the Subsidiary Guarantor, (iv) the liquidation or dissolution
or change in form of entity of any Subsidiary if the Company determines in good faith that such liquidation, dissolution or change
in form is in the best interests of the Company and is not materially disadvantageous to Lenders, (v) any disposition to effect
the formation of any Subsidiary that is a Delaware Divided LLC and would otherwise not be prohibited hereunder; provided that
any disposition or other allocation of any assets (including any equity interests of such Delaware Divided LLC) in connection
therewith is otherwise permitted hereunder or (vi) any Subsidiary may merge with any other person in order to effect an Investment
permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a
Loan Party if the merging Subsidiary was a Loan Party and which together with each of their Subsidiaries shall have complied with
the requirements of Section 5.10;


 


(c)              
sales, transfers, leases or other dispositions to any Loan Party or by any Subsidiary that is not the Subsidiary Guarantor
to any other Subsidiary, including without limitation, a Permitted Vessel Transfer;


 






    	 	106 	 



     


    

 


(d)              
Sale and Lease-Back Transactions permitted by Section 6.03;


 


(e)              
Investments permitted by Section 6.04, Permitted Liens, and dividends, distributions and other payments permitted
by Section 6.06;


 


(f)               
the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing
transaction;


 


(g)              
sales, transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05 (or required
to be included in this clause (g) pursuant to Section 6.05(c)); provided, that the Net Proceeds thereof are applied
in accordance with Section 2.11(b);


 


(h)              
Permitted Business Acquisitions (including any merger or consolidation in order to effect a Permitted Business Acquisition);
provided, that following any such merger or consolidation involving the Borrower, the Borrower is the surviving corporation;


 


(i)               
leases, charters or licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses
(on a non-exclusive basis with respect to intellectual property), of any property in the ordinary course of business;


 


(j)               
sales, leases or other dispositions of inventory of the Company or any Subsidiary determined by the management of the Company
to be no longer useful or necessary in the operation of the business of any Loan Party or Subsidiary; provided that the
Net Proceeds thereof are applied in accordance with Section 2.11(b);


 


(k)              
acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph (a) of the
definition of “Net Proceeds”;


 


(l)               
[reserved];


 


(m)            
any exchange of assets for services and/or other assets of comparable or greater value; provided that (i) at least
[*]% of the consideration received by the transferor consists of assets that will be used in a business or business activity permitted
hereunder, (ii) in the event of an exchange with a fair market value in excess of the greater of (x) $[*] and (y) [*]% of Consolidated
Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial statements
have been delivered pursuant to Section 5.04, the Administrative Agent shall have received a certificate from a Responsible Officer
of the Company with respect to such fair market value and (iii) in the event of an exchange with a fair market value in excess
of the greater of (x) $[*] and (y) [*]% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to
the date of such exchange for which financial statements have been delivered pursuant to Section 5.04, such exchange shall have
been approved by at least a majority of the board of directors of the Company; provided, further, that (A) the aggregate
gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged
in reliance upon this paragraph (m) shall not exceed, in any fiscal year of the Company, the greater of $[*] and [*]% of
Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial
statements have been delivered pursuant to Section 5.04, (B) no Default or Event of Default exists or would result therefrom,
(C) with respect to any such exchange with aggregate gross consideration in excess of the greater of (x) $[*] and (y) [*]% of
Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such exchange for which financial
statements have been delivered pursuant to Section 5.04, immediately after giving effect thereto, the Company shall be in Pro
Forma Compliance, and (D) the Net Proceeds, if any, thereof are applied in accordance with Section 2.11(b);


 






    	 	107 	 



     


    

 


(n)              
any disposition of any assets owned by any New Vessel Subsidiary or of any Vessel that is not the Mortgaged Vessel; and


 


(o)              
disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed.


 


Notwithstanding anything to the
contrary contained in ‎Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this
 ‎Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph ‎(c) hereof)
unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by
paragraph ‎(a) or ‎(d) of this ‎Section 6.05 unless such disposition is for at least 75% cash consideration and (iii)
no sale, transfer or other disposition of assets shall be permitted by paragraph ‎(g) of this ‎Section 6.05 unless such
disposition is for at least 75% cash consideration; provided that the provisions of clause (ii) or (iii) shall not apply
to any individual transaction or series of related transactions involving assets with a fair market value of less than $[*] or
to other transactions involving assets with a fair market value of not more than the greater of $[*] and [*]% of Consolidated
Total Assets in the aggregate for all such transactions during the term of this Agreement; provided, further, that
for purposes of clause (iii), (a) the amount of any secured Indebtedness of the Company or any Subsidiary or other Indebtedness
of a Subsidiary that is not a Loan Party (as shown on the Company’s or such Subsidiary’s most recent balance sheet
or in the notes thereto) that is assumed by the transferee of any such assets shall be deemed to be cash, (b) any notes or other
obligations or other securities or assets received by the Company or such Subsidiary from the transferee that are converted by
the Company or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) shall be deemed
to be cash and (c) any Designated Non-Cash Consideration received by the Company or any of its Subsidiaries having an aggregate
fair market value (as determined in good faith by the Company), taken together with all other Designated Non-Cash Consideration
received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $[*] million and [*]%
of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of receipt of such Designated Non-Cash
Consideration for which financial statements have been delivered pursuant to Section 5.04 (with the fair market value of
each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value) shall be deemed to be cash.


 


Section 6.06.            
Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other
than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than
Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or
otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of its Equity Interests or set aside any amount
for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person
redeeming, purchasing, retiring or acquiring such equity); provided, however, that:


 






    	 	108 	 



     


    

 


(a)              
any Subsidiary of the Company may declare and pay dividends to, repurchase its Equity Interests from or make other distributions
to the Company or to any Wholly Owned Subsidiary of the Company (or, in the case of non-Wholly Owned Subsidiaries, to the Company
or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary
on a pro rata basis (or more favorable basis from the perspective of the Company or such Subsidiary) based on their relative ownership
interests so long as any repurchase of its Equity Interests from a person that is not the Company or a Subsidiary is permitted
under ‎Section 6.04);


 


(b)              
the Company may declare and pay dividends or make other distributions (directly or indirectly) (i) to any Parent Entity
in respect of (A) overhead, legal, accounting, consulting and other professional fees and expenses of any Parent Entity, (B) fees
and expenses related to any public offering or private placement of Equity Interests of any Parent Entity whether or not consummated,
(C) franchise or similar Taxes and other fees and expenses in connection with the maintenance of its existence and its direct
or indirect (or any Parent Entity’s direct or indirect) ownership of the Company, (D) payments permitted by Section 6.07(b)
(except to the extent expressly subject to this Section 6.06), and (E) customary salary, bonus and other benefits payable to,
and indemnities provided on behalf of, officers and employees of any Parent Entity, in each case in order to permit any Parent
Entity to make such payments; provided that in the case of clauses (A) and (B), the amount of such dividends and distributions
shall not exceed the portion of any amounts referred to in such clauses (A) and (B) that are allocable to the Company and its
Subsidiaries (which shall be 100% for so long as such Parent Entity, as the case may be, beneficially owns no assets other than
the Equity Interests in the Company); (ii) with respect to any taxable period for which the Company is or has been a partnership
or disregarded entity for U.S. federal income tax purposes, to any person that (directly or indirectly) held Equity Interests
of the Company during such taxable period (a) to the extent such tax distributions are permitted under (I) the Amended and Restated
United States Tax Agreement for NCL Corporation Ltd., dated January 24, 2013 or the Amended and Restated Profits Sharing Agreement
for NCL Corporation Ltd., dated January 22, 2013, each as in effect on the Closing Date, (collectively, the “Tax Agreements”)
or (II) any amended version of the Tax Agreements to the extent such amendments are not materially adverse to the Lenders (collectively,
the “Amended Tax Agreements”) and (b) to the extent not otherwise permitted under clause (a), tax distributions
in respect of audit adjustments resulting from audits of the Company and/or its Subsidiaries commencing after the Closing Date,
determined in a manner consistent with and subject to the limitations set forth in the Tax Agreements and the Amended Tax Agreements;
and (iii) with respect to any taxable period for which the Company and any Parent Entity files an affiliated, consolidated, combined
or unitary tax return in any relevant jurisdiction, distributions to such Parent Entity in amount not to exceed the amount of
any Taxes in such jurisdiction that the Company and/or its Subsidiaries, as applicable, would have paid for such taxable period
had the Company and/or its Subsidiaries, as applicable, been stand-alone taxpayers in such jurisdiction (less any portion of such
amounts directly payable by the Company and/or its Subsidiaries); provided, that distributions in respect of an Unrestricted
Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to Company
or any of its Restricted Subsidiaries for such purpose.


 






    	 	109 	 



     


    

 


(c)              
the Company may declare and pay dividends or make other distributions (directly or indirectly) the proceeds of which are
used to purchase or redeem the Equity Interests of any Parent Entity (including related stock appreciation rights or similar securities)
held by then present or former directors, consultants, officers or employees of the Company or any of the Subsidiaries or by any
Plan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or
any other agreement under which such shares of stock or related rights were issued; provided, that the aggregate amount
of such purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year the greater of $[*] and [*]% of
Consolidated Total Assets (plus the amount of net proceeds contributed to the Company that were (x) received by any Parent Entity
during such calendar year from sales of Equity Interests of any Parent Entity to directors, consultants, officers or employees
of any Parent Entity, the Company or any Subsidiary in connection with permitted employee compensation and incentive arrangements
and (y) of any key man life insurance policies received during such calendar year), which, if not used in any year, may be carried
forward to any subsequent calendar year;


 


(d)              
any person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity
Interests represent a portion of the exercise price of such options; and


 


(e)              
the Company may pay dividends (directly or indirectly) to its equity holders in an aggregate amount equal to the portion,
if any, of the Cumulative Credit on such date that the Company elects to apply to this (e), such election to be specified in a
written notice of a Responsible Officer of the Company calculating in reasonable detail the amount of Cumulative Credit immediately
prior to such election and the amount thereof elected to be so applied; provided, that no Default or Event of Default has
occurred and is continuing or would result therefrom and, after giving effect thereto, that the Company shall be in Pro Forma
Compliance;


 


(f)               
the Company may pay dividends or distributions to allow any Parent Entity to make payments in cash, in lieu of the issuance
of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person;


 


(g)              
the Company may pay dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an
amount no greater than [*]% per annum of Market Capitalization;


 






    	 	110 	 



     


    

 


(h)              
the Company may declare and pay dividends or make other distributions (directly or indirectly) to its equity holders if
after giving effect to such dividend or distribution, the Total Leverage Ratio is equal to or less than 3.30 to 1.00; and


 


(i)                
the Company may declare and pay dividends or make other distributions (directly or indirectly) to its equity holders in
an aggregate amount not to exceed the greater of $[*] and [*]% of Consolidated Total Assets.


 


Section 6.07.            
Transactions with Affiliates.


 


(a)              
Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in
any other transaction with, any of its Affiliates, unless such transaction is (i) otherwise permitted (or required) under this
Agreement or (ii) upon terms no less favorable to the Company or such Subsidiary, as applicable, than would be obtained in a comparable
arm’s-length transaction with a person that is not an Affiliate.


 


(b)              
The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement:


 


(i)              
any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the board of directors
of the Company,


 


(ii)             
loans or advances to employees or consultants of the Company, any Parent Entity or any of the Subsidiaries in accordance
with Section 6.04(d),


 


(iii)            
transactions among the Company or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction,


 


(iv)            
the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of
the Company, any Parent Entity and the Subsidiaries in the ordinary course of business (limited, in the case of any Parent Entity,
to the portion of such fees and expenses that are allocable to the Company and its Subsidiaries (which shall be 100% for so long
as such Parent Entity beneficially owns no assets other than the Equity Interests in the Company and assets incidental to the
ownership of the Company and its Subsidiaries)),


 


(v)             
subject to the limitations set forth in (xiv), if applicable, transactions pursuant to the Loan Documents and permitted
agreements in existence on the Closing Date and set forth on Schedule 6.07 or any amendment or replacement thereto
to the extent such amendment or replacement is not adverse to the Lenders in any material respect,


 


(vi)            
(A) any employment agreements entered into by the Company or any of the Subsidiaries in the ordinary course of business,
(B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights
or similar rights with employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health,
disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant
thereto,


 






    	 	111 	 



     


    

 


(vii)           
dividends, redemptions and repurchases permitted under Section 6.06,


 


(viii)          
[reserved],


 


(ix)             
[reserved],


 


(x)             
payments by the Company or any of the Subsidiaries to any Affiliate made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures,
which payments are approved by the majority of the board of directors of the Company, or a majority of disinterested members of
the board of directors of the Company, in good faith,


 


(xi)             
transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into
in the ordinary course of business in a manner consistent with past practice,


 


(xii)            
any transaction in respect of which the Company delivers to the Administrative Agent (for delivery to the Lenders) a letter
addressed to the board of directors of the Company from an accounting, appraisal or investment banking firm, in each case of nationally
recognized standing that is (A) in the good faith determination of the Company qualified to render such letter and (B) reasonably
satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to
the Company or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person
that is not an Affiliate,


 


(xiii)          
transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary
course of business,


 


(xiv)          
any agreement to pay, and the payment of, monitoring, management, transaction, advisory or similar fees: (A) in an aggregate
amount in any fiscal year of the Company not to exceed the sum of (1) the greater of $[*] and [*]% of EBITDA, plus reasonable
out of pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred
fees (to the extent such fees were within such amount in clause (A)(1) above originally); and (B) [*]% of the value of transactions
with respect to which any Affiliate provides any transaction, advisory or other services,


 


(xv)           
the issuance, sale, transfer of Equity Interests of the Company and capital contributions to the Company,


 


(xvi)          
[reserved];


 


(xvii)         
[reserved];


 






    	 	112 	 



     


    

 


(xviii)        
[reserved];


 


(xix)           
payments or loans (or cancellation of loans) to employees or consultants that are (i) approved by a majority of the board
of directors of the Company in good faith, (ii) made in compliance with applicable law and (iii) otherwise permitted under this
Agreement;


 


(xx)           
transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary
course of business and otherwise in compliance with the terms of this Agreement that are fair to the Company or the Subsidiaries;


 


(xxi)          
transactions between the Company or any of the Subsidiaries and any person, a director of which is also a director of the
Company, provided, however, that (A) such director abstains from voting as a director of the Company, on any matter
involving such other person and (B) such person is not an Affiliate of the Company for any reason other than such director’s
acting in such capacity;


 


(xxii)         
transactions permitted by, and complying with, the provisions of Section 6.05;


 


(xxiii)        
intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Company) for the purpose
of improving the consolidated tax efficiency of the Loan Parties and not for the purpose of circumventing any covenant set forth
herein.


 


Section 6.08.            
Business of the Loan Parties and the Subsidiaries. Notwithstanding any other provisions of this Agreement, engage
at any time in any business or business activity other than any business or business activity conducted by any of them on the
Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably
similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.


 


Section 6.09.            
Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other
Agreements; etc.


 


(a)              
Amend or modify in any manner materially adverse to the Lenders, or grant any waiver or release under or terminate in any
manner (if such granting or termination shall be materially adverse to the Lenders), the articles or certificate of formation
or incorporation, by-laws, limited liability company operating agreement, partnership agreement or other organizational documents
of the Company or any Subsidiary.


 






    	 	113 	 



     


    

 


(b)              
(i) Make, or agree or offer to pay or make, directly or indirectly, any payment or other distribution (whether in cash,
securities or other property) of or in respect of principal of or interest on any Indebtedness
subordinated to the Loans permitted hereunder to be incurred or any Permitted Refinancing Indebtedness in respect of any of the
foregoing or any preferred Equity Interests or any Disqualified Stock (collectively, “Junior Financing”),Junior
Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect
of any Junior Financing except for (A) Refinancings permitted by Section 6.01(l) or (r), (B) payments of regularly scheduled interest,
and, to the extent this Agreement is then in effect, principal on the scheduled maturity date for any Junior Financing, (C) payments
or distributions in respect of all or any portion of the Junior Financing with the proceeds contributed to the Company (directly
or indirectly) by any Parent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests made within eighteen
months prior thereto, (D) the conversion of any Junior Financing to Equity Interests of any Parent Entity or (E) so long as no
Default or Event of Default has occurred and is continuing or would result therefrom and after giving effect to such payment or
distribution, the Company would be in Pro Forma Compliance, payments or distributions in respect of Junior Financings prior to
their scheduled maturity made, in an aggregate amount, not to exceed the sum of (x) the greater of (1) $[*] and (2) [*]% of Consolidated
Total Assets as of the end of the fiscal quarter immediately prior to the date of such payment or distribution for which financial
statements have been delivered pursuant to Section 5.04 and (y) the portion, if any, of the Cumulative Credit on the date of such
payment or distribution that the Company elects to apply to this Section 6.09(b)(i), such election to be specified in a written
notice of a Responsible Officer of the Company calculating in reasonable detail the amount of Cumulative Credit immediately prior
to such election and the amount thereof elected to be so applied; or


 


(ii) Amend
or modify, or permit the amendment or modification of, any provision of Junior Financing, or any agreement, document or instrument
evidencing or relating thereto, other than amendments or modifications that (A) are not in any manner materially adverse to the
Lenders and that do not affect the subordination or payment provisions thereof (if any) in a manner adverse to the Lenders or
(B) otherwise comply with the definition of “Permitted Refinancing Indebtedness.”


 


(c)              
Permit any Restricted Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment
of dividends or distributions or the making of cash advances to the Company or any Subsidiary that is a direct or indirect parent
of such Subsidiary or (ii) the granting of Liens by the Company or such Material Subsidiary pursuant to the Security Documents,
in each case other than those arising under any Loan Document, except, in each case, restrictions existing by reason of:


 


(A)            
restrictions imposed by applicable law;


 


(B)             
contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date
and set forth on Schedule 6.09, Senior Unsecured Notes Documents, any New Vessel Financings or any agreements related
to any Permitted Refinancing Indebtedness in respect of any such Indebtedness that does not expand the scope of any such encumbrance
or restriction;


 


(C)             
any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity
Interests or assets of such Subsidiary pending the closing of such sale or disposition;


 






    	 	114 	 



     


    

 


(D)            
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into
in the ordinary course of business;


 


(E)            
any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that
such restrictions apply only to the property or assets securing such Indebtedness;


 


(F)            
[reserved];


 


(G)            
customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into
in the ordinary course of business;


 


(H)            
customary provisions restricting subletting or assignment of any lease governing a leasehold interest;


 


(I)              
customary provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(J)              
customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition
of any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition;


 


(K)            
customary net worth provisions contained in Real Property leases entered into by Subsidiaries, so long as the Company has
determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company
and its Subsidiaries to meet their ongoing obligations;


 


(L)             
customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted
Lien and such restrictions or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and
conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09;


 


(M)           
any agreement in effect at the time an entity becomes a Subsidiary, so long as such agreement was not entered into in contemplation
of such person becoming a Subsidiary;


 


(N)            
restrictions in agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary of the Company that
is not a Loan Party;


 


(O)            
customary restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise
permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto;


 


(P)            
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
or


 






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(Q)            
any encumbrances or restrictions of the type referred to in Sections 6.09(c)(i) and 6.09(c)(ii) above imposed by any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (A) through (O) above; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend
or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing.


 


Section 6.10.            
Swap Agreements. Enter into any Swap Agreement, other than (a) Swap Agreements entered into in the ordinary course
of business to hedge or mitigate risks to which the Company or any Subsidiary is exposed in the conduct of its business or the
management of its liabilities (including raw material, supply costs and currency risks), (b) any Swap Agreement entered into in
order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating
rate or otherwise) with respect to any interest bearing liability or investment of the Company or any Subsidiary and (c) any Swap
Agreement entered into in order to swap currency in connection with funding the business of the Company or any Subsidiary in the
ordinary course of business.


 


Section 6.11.            
Fiscal Year; Accounting. In the case of the Company, permit its fiscal year to end on any date other than December 31
without prior notice to the Administrative Agent given concurrently with any required notice to the SEC.


 


Section 6.12.            
Loan-to-Value Ratio. Permit the Loan-to-Value Ratio to be greater than or equal to 0.70 to 1.0 at any time.


 


Section 6.13.            
Free Liquidity. Permit Free Liquidity to be less than $50,000,000 at any time.


 


Section 6.14.            
Total Net Funded Debt to Total Capitalization. Permit the ratio of Total Net Funded Debt to Total Capitalization
to be greater than or equal to 0.70 to 1.00 on the last day of any fiscal quarter.


 


Section 6.15.            
EBITDA to Consolidated Debt Service. Permit the ratio of EBITDA to Consolidated Debt Service for the Company and
its Subsidiaries on a consolidated basis at the end of any fiscal quarter, computed for the period of the four consecutive fiscal
quarters ending as at the end of the relevant fiscal quarter, to be less than 1.25 to 1.0, unless Free Liquidity of the Company
and its Subsidiaries on a consolidated basis at all times during the period of four consecutive fiscal quarters ending as at the
end of the relevant fiscal quarter was equal to or greater than $100,000,000.


 


Section 6.16.            
Deferral Period Additional Covenants. From and after the Amendment No. 1 Effective Date and
until all principal of and interest on each Deferred Term Loan has been paid in full, and anything contained herein or in any
other Loan Document to the contrary notwithstanding: (i) make dividends, payments or distributions with respect to Equity Interests
or Junior Financing that would otherwise be permitted to be made under Sections 6.06(c), 6.06(e), 6.06(g), 6.06(h) and 6.06(i);
(ii) make, or agree to offer to pay or make, directly or indirectly, any payment or other distribution that would otherwise be
permitted under Section 6.09(b)(E) hereof (it being understood that, for purposes of this Section 6.16, (x) any conversion of
debt into equity shall not constitute a prepayment that is restricted by Section 6.09(b) and (y) any customary asset sale and
change of control offers or repurchase rights shall not constitute an agreement or offer to prepay that is restricted by 6.09(b));
or (iii) make any Investments in Unrestricted Subsidiaries (or designate any Subsidiary an “Unrestricted Subsidiary”
pursuant to the definition thereof).


 






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Article VII



[RESERVED]


 


Article VIII



Events of Default


 


Section 8.01.            
Events of Default. In case of the happening of any of the following events (each, an “Event of Default”):


 


(a)              
any representation or warranty made or deemed made by the Borrower or any other Loan Party herein or in any other Loan
Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any
material respect when so made or deemed made;


 


(b)              
default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether
at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;


 


(c)              
default shall be made in the payment of any interest on any Loan or in the payment of any Fee or any other amount (other
than an amount referred to in paragraph (b) above) due under any Loan Document, when and as the same shall become due and payable;
provided, however, that no Event of Default shall occur for purposes of this Section 8.01 until the expiry of three
Business Days following the date on which such payment is due;


 


(d)              
default shall be made in the due observance or performance by the Borrower of any covenant, condition or agreement contained
in Sections ‎5.01(a), ‎5.05(a) or ‎5.08 or in Article ‎VI;


 


(e)              
default shall be made in the due observance or performance by the Borrower or any other Loan Party of any covenant, condition
or agreement contained in any Loan Document (other than those specified in paragraphs ‎(b), ‎(c) and ‎(d)
above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to
the Company;


 






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(f)               
(i) any event or condition occurs that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity
or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (ii) the Company or any of the Subsidiaries
shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this
clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such
Indebtedness;


 


(g)              
there shall have occurred a Change in Control;


 


(h)              
an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction
seeking (i) relief in respect of the Company or any of the Material Subsidiaries, or of a substantial part of the property or
assets of the Company or any Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended,
or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Company or any of the Material Subsidiaries or for a
substantial part of the property or assets of the Company or any of the Material Subsidiaries or (iii) the winding-up or liquidation
of the Company or any Material Subsidiary (except, in the case of any Material Subsidiary, in a transaction permitted by Section
6.05); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering
any of the foregoing shall be entered;


 


(i)               
the Company or any Material Subsidiary shall (1) voluntarily commence any proceeding or file any petition seeking relief
under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (2) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or the filing of any petition described in paragraph ‎(h) above, (3) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of the Material Subsidiaries
or for a substantial part of the property or assets of the Company or any Material Subsidiary, (4) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (5) make a general assignment for the benefit of creditors
or (6) become unable or admit in writing its inability or fail generally to pay its debts as they become due;


 


(j)               
the failure by the Company or any Material Subsidiary to pay one or more final judgments aggregating in excess of $[*]
(to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45
consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company
or any Material Subsidiary to enforce any such judgment;


 






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(k)              
(i) a Reportable Event or Reportable Events shall have occurred with respect to any Plan or a trustee shall be appointed
by a United States district court to administer any Plan, (ii) an ERISA Event or ERISA Events shall have occurred with respect
to any Plan or Multiemployer Plan, (iii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate
any Plan or Plans, (iv) the Company or any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, (v) the
Company or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section
4975 of the Code) involving any Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions,
if any, would reasonably be expected to have a Material Adverse Effect;


 


(l)               
(i) any Loan Document shall for any reason be asserted in writing by the Borrower or the Subsidiary Guarantor not to be
a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security
Document and which extends to assets that are not immaterial to the Company and the Subsidiaries on a consolidated basis shall
cease to be, or shall be asserted in writing by the Borrower or the other Loan Party not to be, a valid and perfected security
interest (perfected as or having the priority required by this Agreement or the relevant Security Document and subject to such
limitations and restrictions as are set forth herein and therein) in the securities, assets or properties covered thereby, except
to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations
as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral
Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement
or to file Uniform Commercial Code continuation statements or take the actions required to be taken by the Collateral Agent as
described on Schedule ‎3.04 and except to the extent that such loss is covered by a lender’s title insurance
policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) the Guarantees pursuant
to the Security Documents by the Borrower or the other Loan Party of any of the Obligations shall cease to be in full force and
effect (other than in accordance with the terms thereof), or shall be asserted in writing by the Borrower or the other Loan Party
not to be in effect or not to be legal, valid and binding obligations;


 


then, and in every such event
(other than an event with respect to the Borrower described in paragraph (h) or (i) above), and at any time thereafter during
the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Company,
take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare
the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower
accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in paragraph (h)
or (i) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary
notwithstanding.


 






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Section 8.02.            
Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01, in the event that the Company
fails (or, but for the operation of this Section 8.02, would fail) to comply with the requirements of Section 6.12,
6.13, 6.14 or 6.15 then, until the expiration of the tenth Business Day subsequent to the date of the certificate calculating
such covenant is required to be delivered pursuant to Section 5.04(c), the Company may, at its option, cure such non-compliance
by:


 


(a)              
In the case of a failure to comply with Section 6.12, delivering additional property over which the Collateral Agent has
a perfected, first priority Lien for the benefit of the Lenders and the other Secured Parties, which additional property shall
be acceptable to the Required Lenders (it being understood that, in all events, cash shall be acceptable, and separate approval
thereof from any Agent or Lender shall not be required) and following such delivery the Cure Collateral Fair Market Value of such
additional property shall be added to the Value Component as of the date of measurement; and/or


 


(b)              
In the case of a failure to comply with Section 6.12, ratably prepaying outstanding Term Loans (but only to the extent
permitted as a voluntary prepayment under Section 2.10(a)), and following such prepayments, the total amount of such prepayments
shall be subtracted from the Loan Component, as of the date of measurement; and/or


 


(c)              
In the case of a failure to comply with Section 6.13, 6.14 or 6.15, issuing Permitted Cure Securities for cash or otherwise
receiving cash contributions to the capital of the Company (the “Cure Right”), and upon the receipt by the
Company of such cash (the “Cure Amount”) pursuant to the exercise of such Cure Right, (A) in the case of Section
6.13, Free Liquidity shall be increased by the Cure Amount, as of the date of measurement, (B) in the case of Section 6.14, the
Total Net Funded Debt shall be decreased by the Cure Amount, as of the date of measurement and (C) in the case of Section 6.15,
the ratio of EBITDA to Consolidated Debt, as applicable, shall be recalculated giving effect to a pro forma adjustment by which
EBITDA shall be increased with respect to such applicable quarter and any four quarter period that includes such quarter by the
Cure Amount; provided, that, for purposes of complying with Section 6.15, (i) in each four-fiscal-quarter period
there shall be at least one fiscal quarter in which the Cure Right is not exercised and (ii) the Cure Amount shall be no greater
than the amount required for purposes of complying with Section 6.15.


 






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If,


 


(i)              
in case of a failure to comply with Section 6.12, after giving effect to the transactions in paragraphs (a) and/or (b)
of this Section 8.02, the Company shall then be in compliance with the requirements of Section 6.12; and/or


 


(ii)             
in case of a failure to comply with Section 6.13, after giving effect to the transactions in paragraph (c) of this Section
8.02, the Company shall then be in compliance with the requirements of Section 6.13; and/or


 


(iii)              
 in case of a failure to comply with Section 6.14, after giving effect to the transactions in paragraph (c) of this Section
8.02, the Company shall then be in compliance with the requirements of Section 6.14; and/or


 


(iv)              
in case of a failure to comply with Section 6.15, after giving effect to the transactions in paragraph (c) of this Section
8.02, the Company shall then be in compliance with the requirements of Section 6.15,


 


then in each
case, the Company shall be deemed to have satisfied the requirements of the relevant Section(s) as of the relevant date of determination
with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default
of such Section(s) that had occurred shall be deemed cured for all purposes of this Agreement.


 


Section 8.03.            
Application of Proceeds. The proceeds received by the Administrative Agent or the Collateral Agent in respect of
any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative
Agent and/or the Collateral Agent of the remedies provided for herein or in any other Loan Document shall be applied, in full
or in part, together with any other sums then held by the Administrative Agent or the Collateral Agent pursuant to this Agreement
or any other Loan Document, as provided in Section 4.02 of the Collateral Agreement.


 


Article IX



The Agents


 


Section 9.01.            
Appointment.


 


(a)              
Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Swap
Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement
and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security
Documents, including the Vessel Mortgage, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity,
to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers
and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan
Documents to which it is a party, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.


 






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(b)              
In furtherance of the foregoing, each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates
as potential counterparties to Swap Agreements) hereby appoints and authorizes the Collateral Agent to act as the agent of such
Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to
secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection,
the Collateral Agent (and any Subagents appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding
or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights
or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article IX (including
Section 9.07) as though the Collateral Agent (and any of their respective Subagents) were an “Agent” under the
Loan Documents, as if set forth in full herein with respect thereto.


 


(c)              
Each Lender (in its capacities as a Lender) irrevocably authorizes the Administrative Agent or the Collateral Agent, as
applicable, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative
Agent or the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations
(other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefor has been made),
(B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document
to a person that is not (and is not required to become) a Loan Party, (C) if approved, authorized or ratified in writing in accordance
with Section 10.08 of this Agreement or (D) to the extent excluded from the security interest granted under the Collateral
Agreement pursuant to Section 3.01 thereof, (ii) to release the Subsidiary Guarantor from its obligations under the Loan Documents
if such person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (iii) to subordinate any Lien on
any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that
is permitted by Section 6.02(e)(2)(b). Upon request by an Agent, at any time, the Required Lenders will confirm in writing the
Administrative Agent’s or the Collateral Agent’s, as applicable, authority to release its interest in particular types
or items of property, or to release the Subsidiary Guarantor from its obligations under the Loan Documents.


 


(d)              
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the
principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention
in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid
in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative Agent and any Subagents allowed in such judicial proceeding,
and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same,
and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent
to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.


 






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Section 9.02.            
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other
Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)))
by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants
or experts concerning all matters pertaining to such duties. The Administrative Agent may also from time to time, when the Administrative
Agent deems it to be necessary or desirable, appoint one or more trustees, co trustees, collateral co agents, collateral subagents
or attorneys in fact (each, a “Subagent”) with respect to all or any part of the Collateral; provided
that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly
authorized in writing by the Administrative Agent. Should any instrument in writing from any Loan Party be required by any Subagent
so appointed by the Administrative Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers,
privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such
instruments promptly upon request by the Administrative Agent. If any Subagent, or successor thereto, shall die, become incapable
of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall
automatically vest in and be exercised by the Administrative Agent until the appointment of a new Subagent. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agent, attorney in fact or Subagent that it selects in
accordance with the foregoing provisions of this Section 9.02 in the absence of the Administrative Agent’s gross negligence
or willful misconduct.


 


Section 9.03.            
Exculpatory Provisions. Neither any Agent or its Affiliates nor any of their respective officers, directors, employees,
agents, attorneys in fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such
person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are
found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s
own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document
or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or
in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its
obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document,
or to inspect the properties, books or records of any Loan Party. The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a)
the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event
of Default has occurred and is continuing, and (b) the Administrative Agent shall not, except as expressly set forth herein and
in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Borrower or any of their Affiliates that is communicated to or obtained by the person serving as the Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default or Event
of Default unless and until written notice describing such Default or Event of Default is given to such Agent by the Borrower
or a Lender. Neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default
or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by
the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth
in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.


 






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Section 9.04.            
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including
any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must
be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to such Credit Event.
The Administrative Agent may consult with legal counsel (including counsel to the Loan Parties), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative
Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document
(including with respect to any matter hereunder or under any other Loan Document that is subject to such Agent’s consent
or approval) unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement,
all or other Lenders) as it (or, in the case of the Collateral Agent, the Administrative Agent) deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders
(or, if so specified by this Agreement, all of the Lenders), and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the Loans.


 






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Section 9.05.            
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default unless the Administrative Agent has received notice from a Lender, or the Borrower referring to
this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.”
In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders (or, if so specified by this Agreement, all or any other portion of the Lenders); provided that
unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.


 


Section 9.06.            
Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties
to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to
the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of an investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance
upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have
any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property,
condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may
come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.


 






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Section 9.07.            
Indemnification. The Lenders severally agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), in the amount of its pro rata share
(based on its aggregate outstanding Term Loans hereunder), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before
or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising
out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection
with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful
misconduct. The failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required
to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse
such Agent, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any
other Lender to reimburse such Agent for such other Lender’s ratable share of such amount. The agreements in this Section
shall survive the payment of the Loans and all other amounts payable hereunder, and the resignation or removal of any Agent.


 


Section 9.08.            
Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and generally
engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed
by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each
Agent in its individual capacity.


 


Section 9.09.            
Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 10 days’
notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall (unless an Event of Default under Section 8.01(b), (c), (h) or (i) shall have occurred and be
continuing) be subject to approval by the Company (which approval shall not be withheld or delayed unreasonably), whereupon such
successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative
Agent” means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s
rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has
accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice
of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders
shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative
Agent, the provisions of this Article and Section 10.05 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The provisions of this
Section 9.09 shall apply mutatis mutandis to the Collateral Agent, provided that the Administrative Agent and the
Collateral Agent shall at all times be the same person.


 






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Section 9.10.            
Withholding Tax. To the extent required by any applicable laws, the Administrative Agent may withhold from any payment
to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the
United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid
to or for the account of any Lender for any reason (including because the appropriate form was not delivered, was not properly
executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption
from, or reduction of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that
the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any
applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise,
including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff
costs and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all
amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative
Agent under this Section 9.10.


 


Section 9.11.            
Agent and Arrangers. Neither the Joint Bookrunners, the Co-Documentation Agents nor any of the Arrangers shall have
any duties or responsibilities hereunder in its capacity as such. Without limiting any other provision of this Article, neither
the Joint Bookrunners, the Co-Documentation Agents nor any of the Arrangers in their respective capacities as such shall have
or be deemed to have any fiduciary relationship with any Lender or any other person by reason of this Agreement or any other Loan
Document.


 


Article X



Miscellaneous


 


Section 10.01.        
Notices; Communications.


 


(a)              
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in Section 10.01(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or other electronic means as
follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


 


(i)              
if to any Loan Party, the Administrative Agent or the Collateral Agent to the address, telecopier number, electronic mail
address or telephone number specified for such person on Schedule 10.01; and


 


(ii)             
if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire.


 






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(b)              
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent
or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices
or communications.


 


(c)              
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received. Notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day
for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.01(b) above
shall be effective as provided in such Section 10.01(b).


 


(d)              
Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to
the other parties hereto.


 


(e)              
Documents required to be delivered pursuant to Section 5.04 (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 10.17) and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Loan Parties post such documents, or provides a link thereto
on the Loan Parties’ website on the Internet at the website address listed on Schedule 10.01, or (ii) on which
such documents are posted on the Loan Parties’ behalf on an Internet or intranet website, if any, to which each Lender and
the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that (A) the Loan Parties shall deliver paper copies of such documents to the Administrative Agent or any Lender
that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender, and (B) the Loan Parties shall notify the Administrative Agent and each Lender (by telecopier
or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower
shall be required to provide paper copies of the certificates required by Section 5.04(c) to the Administrative Agent. Except
for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery
or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance
by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it
or maintaining its copies of such documents.


 


Section 10.02.        
Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein,
in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the
making by the Lenders of the Loans and the execution and delivery of the Loan Documents, regardless of any investigation made
by such persons or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest
on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and
so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein,
indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.17 and 10.05) shall
survive the payment in full of the principal and interest hereunder and the termination of the Commitments or this Agreement.


 






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Section 10.03.        
Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative
Agent and when the Administrative Agent shall have received copies of this Agreement which, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative
Agent and each Lender and their respective permitted successors and assigns.


 


Section 10.04.        
Successors and Assigns.


 


(a)              
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section 10.04. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the
extent provided in paragraph (c) of this Section 10.04), and, to the extent expressly contemplated hereby, the Related Parties
of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)              
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender (such Lender, an “Assignor”)
may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of:


 


(A)             the
Company; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a
Lender, an Approved Fund (as defined below), or, if an Event of Default
under Sections 8.01(b), (c), (h) or (i) has occurred and is continuing, any other person; and


 


(B)             
the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund or an Affiliate of the Borrower made
in accordance with this Section 10.04(b)(i) or Section 10.21.


 






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(ii)             
Assignments shall be subject to the following additional conditions:


 


(A)            
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 and, unless each of the Company
and the Administrative Agent otherwise consent; provided that (1) no such consent of the Company shall be required if an
Event of Default under Sections 8.01(b), (c), (h) or (i) has occurred and is continuing and (2) such amounts shall be aggregated
in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Approved Funds
shall be treated as one assignment), if any;


 


(B)             
the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Acceptance via
an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent,
manually execute and deliver to the Administrative Agent an Assignment and Acceptance, in each case, together with a processing
and recordation fee of $5,000 (which fee may be waived or reduced in the discretion of the Administrative Agent);


 


(C)             
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and
any tax forms; and


 


(D)            
the Assignee shall not be a natural person or the Borrower or the Borrower’s Affiliates or Subsidiaries; except in
accordance with Section 10.04(b)(i) or Section 10.21.


 


For the purposes
of this Section 10.04, “Approved Fund” means any person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.


 


(iii)              
Subject to acceptance and recording thereof pursuant to paragraph (b)(v) below, from and after the effective date
specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 10.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph (c) of this Section 10.04.


 






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(iv)              
The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy
of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitments of, and principal and interest amounts of the Loans owing to, each Lender pursuant to the terms of this Agreement
from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant
to the terms of this Agreement as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


(v)             
Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s
completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section, if applicable, and any written consent to such assignment required by paragraph
(b) of this Section and any applicable tax forms, the Administrative Agent shall accept such Assignment and Acceptance and
promptly record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note,
shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (b)(v).


 


(vi)              
If the consent of the Company to an assignment or to an Approved Fund is required hereunder (including a consent to an
assignment which does not meet the minimum assignment thresholds specified in Section 10.04(b)(ii)(A)), the Company shall be deemed
to have given its consent ten Business Days after the date written notice thereof has been delivered by the Assignor (through
the Administrative Agent or the electronic settlement system used in connection with any such assignment) unless such consent
is expressly refused by the Company prior to such tenth Business Day.


 


(c)              
By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder shall
be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants
that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that
its applicable Commitment, and the outstanding balances of its Term Loans, in each case without giving effect to assignments thereof
which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in clause (i)
above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Company or any Subsidiary or the performance or observance by the Company or any Subsidiary
of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant
hereto; (iii) the Assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance;
(iv) the Assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements
referred to in Section 3.05 (or delivered pursuant to Section 5.04), and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) the Assignee
will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (vi) the Assignee appoints and authorizes each the Administrative Agent and
the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated
to the Administrative Agent and the Collateral Agent, as applicable, by the terms of this Agreement, together with such powers
as are reasonably incidental thereto; and (vii) the Assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be performed by it as a Lender.


 






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(d)              
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under
this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of
any provision of this Agreement and the other Loan Documents; provided that (x) such agreement may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent
of each Lender directly affected thereby pursuant to Section 10.04(a)(i) or clauses (i), (ii), (iii), (iv), (v) or (vi)
of the first proviso to Section 10.08(b) and (2) directly affects such Participant and (y) no other agreement with respect
to amendment, modification or waiver may exist between such Lender and such Participant. Subject to paragraph (c)(ii) of
this Section 10.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15,
2.16 and 2.17 (subject to the limitations and requirements of those Sections and Section 2.19 and it being understood that the
documentation required under Section 2.17(e) shall be delivered solely to the participating Lender) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided
that such Participant shall be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation
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 (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register to any person (including the identity of
any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations
under any Loan Document) except to the extent that such disclosure is necessary in connection with a Tax audit or other Tax proceeding
to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)
of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and each party hereto shall treat each person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary.


 






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(ii)             
A Participant shall not be entitled to receive any greater payment under 2.14, 2.15, 2.16 or 2.17 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Company’s prior written consent (which consent shall not be unreasonably withheld or
delayed), which consent shall state that it is being given pursuant to this Section 10.04(d)(ii); provided that each potential
Participant shall provide such information as is reasonably requested by the Company in order for the Company to determine whether
to provide its consent.


 


(e)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other
central banking authority and in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations
owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this
Section 10.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or Assignee for such Lender as a party hereto.


 


(f)               
The Borrower, upon receipt of written notice from any relevant Lender, agree to issue Notes to such Lender requiring Notes
to facilitate transactions of the type described in paragraph (e) above.


 


(g)              
[Reserved].


 


(h)              
If the Borrower wishes to replace the Loans or Commitments under any Facility with ones having different terms, they shall
have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice
to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced,
to (1) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees
and (2) amend the terms thereof in accordance with Section 10.08 (with such replacement, if applicable, being deemed to have
been made pursuant to Section 10.08(d)). Pursuant to any such assignment, all Loans and Commitments to be replaced shall
be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were
being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment
of any accrued interest and fees thereon and any amounts owing pursuant to Section 10.05(b). By receiving such purchase price,
the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant
to the terms of the form of Assignment and Acceptance attached hereto as Exhibit A, and accordingly no other action
by such Lenders shall be required in connection therewith. The provisions of this paragraph (h) are intended to facilitate the
maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.


 






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(i)                
Notwithstanding anything to the contrary in Section 2.18(c) (which provisions shall not be applicable to clauses (i)
or (j) of this Section 10.04), the Borrower may purchase by way of assignment and become Assignees with respect to Term Loans
at any time and from time to time from Lenders in accordance with Section 10.04(b) hereof (“Permitted Loan Purchases”);
provided that (A) any such purchase occurs pursuant to Dutch auction procedures open to all applicable Lenders on a pro
rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent; provided
that the Borrower shall be entitled to make open market purchases of the Term Loans without complying with such Dutch auction
procedures so long as the aggregate principal amount (calculated on the par amount thereof) of all Term Loans purchased in open
market purchases from the Closing Date does not exceed the Permitted Loan Purchases Amount, (B) no Default or Event of Default
has occurred and is continuing or would result from the Permitted Loan Purchase, (C) upon consummation of any such Permitted Loan
Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically and immediately cancelled and extinguished
in accordance with Section 10.04(j) and (D) in connection with any such Permitted Loan Purchase, the Borrower and such Lender
that is the Assignor shall execute and deliver to the Administrative Agent a Permitted Loan Purchase Assignment and Acceptance
(and for the avoidance of doubt, shall not be required to execute and deliver an Assignment and Acceptance pursuant to Section 10.04(b)(ii)(B))
and shall otherwise comply with the conditions to assignments under this Section 10.04.


 


(j)                
Each Permitted Loan Purchase shall, for purposes of this Agreement be deemed to be an automatic and immediate cancellation
and extinguishment of such Term Loans and the Borrower shall, upon consummation of any Permitted Loan Purchase, notify the Administrative
Agent that the Register be updated to record such event as if it were a prepayment of such Loans.


 


Section 10.05.        
Expenses; Indemnity.


 


(a)              
Costs and Expenses. The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including
Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and the other Loan Documents,
or by the Administrative Agent in connection with the syndication of the Commitments or in the administration of this Agreement
(including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred
with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one maritime
counsel and one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement
and any amendments, modifications or waivers of the provisions of this Agreement or thereof (whether or not the Transactions hereby
contemplated shall be consummated), including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp,
counsel for the Administrative Agent and the Arrangers, and, if necessary, the reasonable fees, charges and documented out-of-pocket
expenses and disbursements of one maritime counsel and one local counsel per jurisdiction, and (ii) all out-of-pocket expenses
(including Other Taxes) incurred by the Agents and any Lender in connection with the enforcement or protection of their rights
in connection with this Agreement and the other Loan Documents, in connection with the Loans made hereunder, including the fees,
charges and disbursements of counsel for the Agents or, after any Event of Default under Section 8.01(b), (c), (h) (with
respect to the Borrower) or (i) (with respect to the Borrower), counsel for the Lenders (in each case including any special and
local counsel).


 






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(b)              
Indemnification by the Borrower. The Borrower agrees to indemnify the Administrative Agent, the Agents, the Arrangers,
the Joint Bookrunners, each Lender, each of their respective Affiliates and each of their respective directors, trustees, officers,
employees, agents, trustees and advisors (each such person being called an “Indemnitee”) against, and to hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel
fees, charges and disbursements (except the allocated costs of in house counsel), incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their
respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii)
any Loan or the use of the proceeds therefrom or (iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party
or by the Company or any of its subsidiaries or Affiliates; provided, that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a final, non-appealable
judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee
(for purposes of this proviso only, each of the Administrative Agent, any Arranger, any Joint Bookrunner or any Lender shall be
treated as several and separate Indemnitees, but each of them together with its respective Related Parties, shall be treated as
a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower jointly and severally
agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to not more than one
counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in house counsel), incurred by
or asserted against any Indemnitee arising out of, in any way connected with, or as a result of any Environmental Claim or Environmental
Liability related in any way to the Company or any of the Subsidiaries or its predecessors; provided, that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Indemnitee or any of its Related Parties. None of the Indemnitees (or any of their respective affiliates)
shall be responsible or liable to the Company or any of the subsidiaries, Affiliates or stockholders or any other person or entity
for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions.
The provisions of this Section 10.05 shall remain operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity
or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Administrative Agent or any Lender. All amounts due under this Section 10.05 shall be payable on written demand
therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.


 


(c)              
Taxes. Except as expressly provided in Section 10.05(a) with respect to Other Taxes, which shall not be duplicative
with any amounts paid pursuant to Section 2.17, this Section 10.05 shall not apply to any Taxes (other than Taxes that represent
losses, claims, damages, liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively
by Section 2.17 and, to the extent set forth therein, Section 2.15.


 






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(d)              
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not
assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any
Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)              
Survival. The agreements in this Section 10.05 shall survive the resignation or removal of either Agent, the
replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations
and the termination of this Agreement.


 


Section 10.06.        
Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to
or for the credit or the account of the Borrower or any Subsidiary against any of and all the obligations of the Borrower now
or hereafter existing under this Agreement or any other Loan Document held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured.
The rights of each Lender under this Section 10.06 are in addition to other rights and remedies (including other rights of
set-off) that such Lender may have. Each Lender agrees to notify the Administrative Agent promptly after any such set off and
application; provided that the failure to give such notice shall not affect the validity of such set off and application.


 


Section 10.07.        
Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS)
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.


 


Section 10.08.        
Waivers; Amendment.


 


(a)              
No failure or delay of either Agent or any Lender in exercising any right or power hereunder or under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of each Agent and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by the Borrower or the other Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the Borrower or the other Loan Party in any case shall entitle
such person to any other or further notice or demand in similar or other circumstances.


 






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(b)              
Subject toExcept as provided in
Section 2.14,(c), neither this Agreement
nor any other Loan Document nor any provision of this Agreement or thereof may be waived, amended or modified except (x) as provided
in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by each party thereto and the Agent party thereto and consented to by the Required Lenders; provided, however,
that no such agreement shall


 


(i)              
decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any
Loan, without the prior written consent of each Lender directly affected thereby; provided that any amendment to the financial
covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),


 


(ii)             
increase or extend the Commitment of any Lender or decrease the fees of any Lender without the prior written consent of
such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender),


 


(iii)              
extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any
date on which payment of interest on any Loan or any Fees is due, without the prior written consent of each Lender adversely affected
thereby,


 


(iv)              
amend the provisions of Section 4.02 of the Collateral Agreement, or any analogous provision of any other Security Document,
in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written
consent of each Lender adversely affected thereby,


 


(v)             
amend or modify the provisions of this Section 10.08 or the definition of the terms “Required Lenders,”
 “Majority Lenders,” or any other provision of this Agreement specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written
consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially
the same basis as the Loans and Commitments are included on the Closing Date),


 






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(vi)              
release all or substantially all the Collateral or the Subsidiary Guarantor from its Guarantee under the Collateral Agreement,
unless, in the case of the Subsidiary Guarantor, all or substantially all the Equity Interests of the Subsidiary Guarantor is
sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender,
or


 


(vii)             
effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral
of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent
of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive,
in whole or in part, any prepayment required by Section 2.11 so long as the application of any prepayment still required to be
made is not changed);


 


provided, further,
that no such agreement shall amend, modify or otherwise affect the rights or duties of either Agent hereunder without the prior
written consent of such Agent acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound
by any waiver, amendment or modification authorized by this Section 10.08 and any consent by any Lender pursuant to this
Section 10.08 shall bind any Assignee of such Lender.


 


(c)              
Without the consent of any Arranger or Lender, the Loan Parties and the Administrative Agent and/or Collateral Agent, as
applicable, may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment,
modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection,
protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for
the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit
of the Secured Parties, in any property or so that the security interests therein comply with applicable law.


 


(d)              
Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the
Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement
and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and
fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the
Required Lenders.


 


(e)              
Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent
of the Borrower and the Administrative Agent to the extent necessary to integrate any Refinancing Term Loans or Extended Term
Loans, as may be necessary to establish such Refinancing Term Loans or Extended Term Loans as a separate Class or tranche from
the existing Loans.


 






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Notwithstanding
anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated
as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed
the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved
by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to
such Lender, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender on subsequent
payment dates to the extent not exceeding the legal limitation.


 


Section 10.09.        
Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to
herein constitute the entire contract between the parties relative to the subject matter of this Agreement. Any previous agreement
among or representations from the parties or their Affiliates with respect to the subject matter of this Agreement is superseded
by this Agreement and the other Loan Documents. Notwithstanding the foregoing, any fee letters previously entered into between
the Agents, the Arrangers and the Joint Bookrunners shall survive the execution and delivery of this Agreement and remain in full
force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any
party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement
or the other Loan Documents.


 


Section 10.10.        
[Reserved]. 


 


Section 10.11.        
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.11.


 


Section 10.12.        
Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document
should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the invalid, illegal or unenforceable provisions.


 






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Section 10.13.        
Counterparts; Electronic Execution of Assignments and Certain Other Documents. .
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when
taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03. The words “delivery,”
 “execute,” “execution,” “signed,” “signature,” and words of like import in any
Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act;
provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent nor any Lender is under
any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative
Agent or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request
of any party, any electronic signature shall be promptly followed by such manually executed counterpart..
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when
taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03. This Agreement
and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization
related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in
the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic
Signature on or associated with any Communication shall be valid and binding on each of the Loan Parties to the same extent as
a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid
and binding obligation of each of the Loan Parties enforceable against such in accordance with the terms thereof to the same extent
as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary
or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.
For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative
Agent, the Collateral Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic
form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission,
delivery and/or retention. The Administrative Agent, the Collateral Agent and each of the Lenders may, at its option, create one
or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be
deemed created in the ordinary course of the such person’s business, and destroy the original paper document. All Communications
in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall
have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary,
the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly
agreed to by the Administrative Agent pursuant to procedures approved by it; provided, that, without limiting the foregoing, (a)
to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent, the Collateral
Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of
any Loan Party without further verification and (b) upon the request of the Administrative Agent, the Collateral Agent or any
Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic
Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006,
as it may be amended from time to time.


 






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Section 10.14.        
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting,
this Agreement.


 


Section 10.15.        
Jurisdiction; Consent to Service of Process.


 


(a)              
Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America
sitting in New York City in the borough of Manhattan, and any appellate court from any thereof (collectively, “New York
Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent
permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating
to this Agreement or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees
that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and
agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the
Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction),
and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim,
counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude
such Loan Party from asserting or seeking the same in the New York Courts.


 


(b)              
Waiver of Venue. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York Court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 






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(c)              
Service of Process. Each Loan Party irrevocably appoints Corporate Creations Network Inc. at 15 North Mill Street,
Nyack, New York 10960 as its authorized agent (the “Process Agent”) on which any and all legal process
may be served in any action, suit or proceeding brought in any New York Court. Each Loan Party agrees that service of process
in respect of it upon the Process Agent, together with written notice of such service given to it in the manner provided for notices
in Section 10.01, shall be deemed to be effective service of process upon it in any such action, suit or proceeding. Each
Loan Party agrees that the failure of the Process Agent to give notice to it of any such service shall not impair or affect the
validity of such service or any judgment rendered in any such action, suit or proceeding based thereon. If for any reason the
Process Agent named above shall cease to be available to act as such, each Loan Party agrees to irrevocably appoint a replacement
process agent in New York City, as its authorized agent for service of process, on the terms and for the purposes specified
in this paragraph (c). Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve
process in any other manner permitted by applicable law or to obtain jurisdiction over any party or bring actions, suits or proceedings
against any party in such other jurisdictions, and in such matter, as may be permitted by applicable law.


 


Section 10.16.        
Confidentiality. Each of the Lenders and each of the Agents agrees that it shall maintain in confidence any information
relating to any Loan Party and any Subsidiary furnished to it by or on behalf of such Loan Party or any Subsidiary (other than
information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has
been independently developed by such Lender or such Agent without violating this Section 10.16 or (c) was available to such
Lender or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to such Loan
Party or any other Subsidiary) and shall not reveal the same other than to its Related Parties with a need to know and any numbering,
administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender
(so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 10.16),
except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority,
the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party
or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to, or examinations
by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or
the Financial Industry Regulatory Authority, (C) to its parent companies, Affiliates or auditors (so long as each such person
shall have been instructed to keep the same confidential in accordance with this Section 10.16), (D) in order to enforce
its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 10.04(e) or any other prospective
assignee of, or prospective Participant in, any of its rights under this Agreement (or any of its Related Parties) (so long as
such person shall have been instructed to keep the same confidential in accordance with this Section 10.16), (F) to any direct
or indirect contractual counterparty in Swap Agreements or such contractual counterparty’s professional advisor (so long
as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions
of this Section 10.16) and (G) to any credit insurance provider relating to the Borrower and their obligations (so long as
such person shall have been instructed to keep the same confidential in accordance with this Section 10.16). In addition,
each Agent and each Lender may disclose the existence of this Agreement and customary information about this Agreement to market
data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection
with the administration and management of this Agreement and the other Loan Documents.


 






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Section 10.17.        
Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers
will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system
(the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that
do not wish to receive material non-public information with respect to the Borrower or their securities) (each, a “Public
Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the
Borrower Materials that may be distributed to the Public Lenders and that (i) all the Borrower Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized
the Administrative Agent, the Arranger and the Lenders to treat the Borrower Materials as either publicly available information
or not material information (although it may be sensitive and proprietary) with respect to the Borrower or their securities for
purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent
and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Investor.”


 


Section 10.18.        
Release of Liens and Guarantees. In the event that any equity holder conveys, sells, assigns, transfers or otherwise
disposes of all or any portion of any of the Equity Interests or assets of the Subsidiary Guarantor to a person that is not thereby
required to enter into a Subsidiary Guarantor Pledge Agreement in a transaction not prohibited by Section 6.05 the Collateral
Agent, without any recourse to or representation by it, shall promptly (and the Lenders hereby authorize the Collateral Agent
to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s
expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a
disposition of the Equity Interests of the Subsidiary Guarantor in a transaction permitted by Section 6.05 and as a result of
which the Subsidiary Guarantor would cease to be a Subsidiary, terminate the Subsidiary Guarantor’s obligations under its
Guarantee (and, in each case, the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that
effect provided to it by any Loan Party upon its reasonable request without further inquiry). Any such release shall not in any
manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other
than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds
of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance
with the provisions of the Loan Documents. In addition, the Collateral Agent agrees, without any recourse to or representation
by it, to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to terminate the Liens
and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification obligations
and expense reimbursement claims to the extent no claim therefore has been made) are paid in full and all Commitments are terminated.
Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such
release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored
or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Subsidiary Guarantor,
or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or the Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not
been made. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset
or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased,
assigned, transferred or disposed of.


 






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Section 10.19.        
Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The obligation of any Loan Party in respect of any such sum
due from it to any Agent or Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business
Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount
of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the
Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased
is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return
the amount of any excess to the Borrower (or to any other person who may be entitled thereto under applicable law).


 


Section 10.20.        
USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is
required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address
of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each
Loan Party in accordance with the USA PATRIOT Act.


 


Section 10.21.        
Affiliate Lenders.


 


(a)              
Each Lender who is an Affiliate of the Borrower (each, an “Affiliate Lender”; it being understood that
neither the Borrower, nor any of the Subsidiaries may be Affiliate Lenders), in connection with any (i) consent (or decision not
to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document,
(ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent, Collateral Agent
or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that,
except with respect to any amendment, modification, waiver, consent or other action described in clauses (i), (ii) or (iii) of
the first proviso of Section 10.08(b), such Affiliate Lender shall be deemed to have voted its interest as a Lender without
discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders.
Subject to clause (c) below, the Borrower and each Affiliate Lender hereby agree that if a case under Title 11 of the United States
Code is commenced against the Borrower, the Borrower shall seek (and each Affiliate Lender shall consent) to designate the vote
of any Affiliate Lender and the vote of any Affiliate Lender with respect to any plan of reorganization of the Borrower or any
Affiliate of the Borrower shall not be counted. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such
appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place
and stead of such Affiliate Lender and in the name of such Affiliate Lender, from time to time in the Administrative Agent’s
discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry
out the provisions of this clause (a).


 






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(b)              
Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (a) attend (including
by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives
of the Borrower are not then present, (b) receive any information or material prepared by Administrative Agent or any Lender or
any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials
have been made available to the Borrower or their representatives, or (c) make or bring (or participate in, other than as a passive
participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent,
the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent
or any other such Lender under the Loan Documents or (d) own more than 25% of the aggregate principal amount of outstanding Term
Loans. It shall be a condition precedent to each assignment to an Affiliate Lender that such Lender shall have represented in
the applicable Assignment and Acceptance, and notified the Administrative Agent (i) that it is (or will be, following the consummation
of such assignment) an Affiliate Lender, (ii) that the aggregate amount of Term Loans held by it giving effect to such assignments
shall not exceed the amount permitted by clause (d) of the preceding sentence, and (iii) that, as of the date of such purchase
and assignment, it is not in possession of material non-public information with respect to the Borrower, its subsidiaries or their
respective securities that (A) has not been disclosed to the assigning Lender prior to such date and (B) could reasonably be expected
to have a material effect upon, or otherwise be material to, a Lender’s decision to assign Terms Loans to such Affiliate
Lender.


 


Section 10.22.        
No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions contemplated hereby,
the Borrower acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document) are an arm’s-length commercial transaction between the Borrower, the other Loan Party and their respective
Affiliates, on the one hand, and the Agents, the Arrangers and the Lenders, on the other hand, and the Borrower and the other
Loan Party are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof);
(ii) in connection with the process leading to such transaction, each Agent, each Arranger and each Lender is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower, the Subsidiary Guarantor or any
of their respective Affiliates, stockholders, creditors or employees or any other person; (iii) none of the Agents, any Arranger
or any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or the other
Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect
to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent, any Arranger
or any Lender has advised or is currently advising the Borrower or the other Loan Party or their respective Affiliates on other
matters) and none of the Agents, any Arranger or any Lender has any obligation to any of the Borrower, the other Loan Parties
or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; (iv) the Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrower and the other Loan Party and their
respective Affiliates, and none of the Agents, any Arranger or any Lender has any obligation to disclose any of such interests
by virtue of any advisory, agency or fiduciary relationship; and (v) the Agents, the Arrangers and the Lenders have not provided
and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby
(including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower and the other Loan
Party have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Borrower
hereby agrees that it will not claim that any of the Agents, the Arrangers, the Lenders or their respective affiliates has rendered
advisory services of any nature or respect or owes any fiduciary duty to it in connection with any aspect of any transaction contemplated
hereby.


 






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Section 10.23.        
Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEALender
that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the Write-Down and Conversion Powers of an EEAthe
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


(ii)             
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected
Financial Institution, its parent entityundertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)              
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEAthe applicable Resolution Authority.


 






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Section 10.24.        
[Reserved].


 


Section 10.25.        
[Reserved].


 


Section 10.26.        
Certain ERISA Matters.


 


(a)              
Each Lender (x) represents and warrants, as of the date such Pperson
became a Lender party hereto, to, and (y) covenants, from the date such Pperson became a Lender party hereto to the date such Pperson
ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, the Joint Bookrunners and each
Co-Documentation Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


(i)              
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section
3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments,


 


(ii)             
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions
determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class
exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,


 


(iii)              
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender
to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement, or


 


(iv)              
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender.


 


(b)              
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Pperson became a Lender party hereto, to, and (y) covenants,
from the date such Pperson became a Lender party hereto to the date such Pperson ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Arrangers, the Joint Bookrunners and the Co-Documentation Agents and their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative
Agent, any Arranger, any Joint Bookrunner or any Co-Documentation Agent or any of their respective Affiliates is a fiduciary with
respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 






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(c)              
The Administrative Agent, each Arranger, each Joint Bookrunner and each Co-Documentation Agent hereby informs the Lenders
that each such Pperson is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in
connection with the transactions contemplated hereby, and that such Pperson has a financial interest in the transactions contemplated
hereby in that such Pperson or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments
and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being
paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection
with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,
utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar
to the foregoing.


 


Section 10.27.        
Acknowledgement Regarding any Supported QFCs. To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for any Swap Agreement or any other agreement or instrument that is a QFC (such support,
 “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows
with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws
of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that
is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under
such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)
from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the
Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation
of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall
in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


 


 


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