Exhibit 10.2


 


	 	Dated
       29   April 2020	 
	 

         

         

        ROYAL
        CARIBBEAN CRUISES LTD.

        as Borrower

         

        CITIBANK
        N.A., LONDON BRANCH

        as Global Coordinator

         

        SUMITOMO
        MITSUI BANKING CORPORATION EUROPE LIMITED,

        PARIS
        BRANCH

        as ECA Agent

         

        CITIBANK
        EUROPE PLC, UK BRANCH

        as Facility Agent

         

        Banco
        Bilbao Vizcaya Argentaria, S.A., Paris Branch, Banco

        Santander, S.A. Paris branch,

        Citibank N.A., London Branch, HSBC France, Société Générale and

        Sumitomo Mitsui Banking Corporation Europe Limited, Paris

        Branch

        as
        Mandated Lead Arrangers 

         

        and

         

        THE
        BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN

        as
        Lenders

         

         
 
	SECOND
        SUPPLEMENTAL AGREEMENT

        relating
        to a credit agreement in respect of the financing of the acquisition of

        m.v. Celebrity Apex (ex hull no. K34)
 


 


 






     


     


    

 





Contents


 


	Clause	Page



 




	1     Definitions	1
	2     Amendments to Principal Agreement	2
	3     Representations and warranties	2
	4     Conditions	3
	5     Fees, Costs and expenses	3
	6     Miscellaneous and notices	4
	Schedule 1 The Mandated Lead Arrangers and the Lenders	5
	Schedule 2 Conditions Precedent	9
	Schedule 3 Form of Amended and Restated Facility Agreement	10
	Schedule 4 Form of Deferred Tranche Effective Date certificate	11


 






     


     


    

 





THIS SECOND SUPPLEMENTAL AGREEMENT is
dated 29 April 2020 and made BETWEEN:


 


	(1)	ROYAL CARIBBEAN CRUISES LTD. as Borrower;



 


	(2)	CITIBANK N.A., LONDON BRANCH as Global Coordinator;



 


	(3)	SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED, PARIS BRANCH as ECA Agent;



 


	(4)	Citibank Europe plc, UK Branch as Facility
Agent;



 


	(5)	BANCO BILBAO VIZCAYA ARGENTARIA, S.A., PARIS BRANCH, BANCO SANTANDER, S.A., PARIS BRANCH, CITIBANK
N.A., LONDON BRANCH, HSBC FRANCE, SOCIÉTÉ GÉNÉRALE and SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED,
PARIS BRANCH as Mandated Lead Arrangers; and



 


	(6)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 herein as Lenders.



 


WHEREAS:


 


	(A)	This Agreement is supplemental to a credit agreement dated 22 June 2016 (as novated, amended and
restated pursuant to a novation agreement dated 22 June 2016, and as further amended and restated pursuant to a first supplemental
agreement dated 5 October 2018,the Principal Agreement) in respect of the financing of the acquisition of m.v. Celebrity
Apex (ex hull no. K34) and made between, amongst others, the Borrower, the Global Coordinator, the ECA Agent, the Facility Agent
and the Lenders and subject to the conditions of which each of the Lenders agreed to advance (and have advanced) its respective
Commitment of an aggregate amount not exceeding the Maximum Loan Amount (the Loan).



 


	(B)	The Borrower has by a consent request letter dated 13 April 2020 relating to the "Cruise Debt
Holiday Principles" (the Principles) requested that the Principles be reflected in the Principal Agreement and that
accordingly the Principal Agreement be amended and restated on the basis set out in this Agreement to include (i) certain matters
contemplated by the Principles and (ii) in addition certain other matters requested by the Borrower in order for the Principal
Agreement to reflect certain changes that were agreed in connection with the amended Bank of Nova Scotia Agreement (as defined
in the Principal Agreement).



 


	(C)	The Lenders have agreed to the matters requested in the letter referred to in recital (B) above,
including the deferral of any scheduled repayments of principal of the Loan arising during the Deferral Period, on the basis set
out in the Facility Agreement (as such terms are defined below).



 


NOW IT IS HEREBY AGREED as follows:


 


		1	Definitions



 


	1.1	Defined expressions



 


Words and expressions defined
in the Principal Agreement and, with effect from the Deferred Tranche Effective Date, the Facility Agreement shall unless the context
otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.


 


	1.2	Definitions



 


In this Agreement, unless the
context otherwise requires:


 






    1


     


    

 


Deferral Period means
the period from 1 April 2020 to 31 March 2021 (inclusive).


 


Deferred Tranche Effective
Date means the date specified as the “Deferred Tranche Effective Date” in the certificate signed by the Facility
Agent in accordance with clause 4.3, which confirmation the Facility Agent shall be under no obligation to give if a Default or
a Prepayment Event shall have occurred for which relief is not provided in the Principles.


 


Facility Agreement means
the Principal Agreement as amended, supplemented and restated by this Agreement.


 


Information Package has
the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3.


 


Party means each of the
parties to this Agreement.


 


	1.3	Principal Agreement



 


References in the Principal
Agreement to “this Agreement” shall, with effect from the Deferred Tranche Effective Date and unless the context otherwise
requires, be references to the Principal Agreement as amended by this Agreement and words such as “herein”, “hereof”,
 “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Principal
Agreement, shall be construed accordingly.


 


	1.4	Headings



 


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


 


	1.5	Designation as a Loan Document



 


This Agreement is designated
as a Loan Document.


 


		2	Amendments to Principal Agreement



 


	2.1	Amendments to Principal Agreement



 


The Principal
Agreement shall, with effect on and from the Deferred Tranche Effective Date, be (and it is hereby) amended and restated so as
to read in accordance with the form of the amended and restated Facility Agreement set out in Schedule 3 and (as so amended)
will continue to be binding upon each Party hereto in accordance with its terms as so amended and restated.


 


	2.2	Continued force and effect



 


Save as amended by this Agreement,
the provisions of the Principal Agreement shall continue in full force and effect and each of the Principal Agreement and this
Agreement shall be read and construed as one instrument.


 


		3	Representations and warranties



 


The Borrower
represents and warrants that each of the representations contained in article VI of the Facility Agreement (excluding those in
section 6.10) shall be deemed repeated by the Borrower (by reference to the facts and circumstances then existing) at the date
of this Agreement and at the Deferred Tranche Effective Date, by reference to the facts and circumstances then pertaining, as if
references to the Loan Documents include this Agreement.


 






    2


     


    

 


		4	Conditions



 


	4.1	Documents and evidence



 


The agreement of the Parties
referred to in clause 2 shall be subject to the receipt by the Facility Agent or its duly authorised representative of the documents
and evidence specified in Schedule 2, in each case in form and substance satisfactory to the Facility Agent.


 


	4.2	General conditions precedent



 


The agreement of the Parties
referred to in clause 2 shall be subject to the further conditions that on the Deferred Tranche Effective Date:


 


		(a)	the representations and warranties of Borrower contained in clause 3 are true and correct in all
material respects (except for such representations and warranties that are qualified by materiality or non-existence of a material
adverse effect which shall be accurate in all respects) on and as of each such time as if each was made with respect to the facts
and circumstances existing at such time; and



 


		(b)	no Event of Default or Prepayment Event shall have occurred and be continuing or would result from
the amendment of the Principal Agreement pursuant to this Agreement.



 


	4.3	Deferred Tranche Effective Date certificate



 


Upon fulfilment or waiver of
the conditions in this clause 4, the Facility Agent shall sign a certificate in the form set out in Schedule 4 confirming that
the Deferred Tranche Effective Date has occurred and such certificate shall be binding on all Parties.


 


		5	Fees, Costs and expenses



 


	5.1	Fee Letters



 


The Borrower
agrees to pay to the Facility Agent and the Lenders the fees in the amount and at the time agreed in the Fee Letters entered into
in connection with this Agreement.


 


	5.2	Out-of-pocket cost and expenses



 


The Borrower
agrees to pay on demand, on an after-tax basis, all costs and expenses in connection with:


 


		(a)	the preparation, execution and delivery of; and



 


		(b)	the administration, modification and amendment of,



 


this Agreement
and all other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of Norton Rose Fulbright LLP as the legal adviser to the Lenders and the Facility Agent.


 


	5.3	BpiFAE Premium



 


The Borrower
shall (as contemplated by section 3.4.2 of the Principles) pay any additional BpiFAE Premium payable in respect of the matters
contemplated by this Agreement and the Principles in the agreed amount prior to the first advance (or deemed advance) of the Deferred
Tranche in accordance with Recital (D) and Section 2.3 of the Facility Agreement, it being agreed that if the Borrower does not
make such payment in accordance with this clause 5.3, a Prepayment Event shall occur under section 9.1.12 of the Facility Agreement,
which will result in the cancellation of the Commitments in respect of the Deferred Tranche and the immediate


 






    3


     


    

 


cessation of any
waiver granted in connection with the matters contemplated by the Principles and the Facility Agreement.


 


	5.4	Value Added Tax



 


All fees and expenses payable
pursuant to this clause 5 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon.


 


	5.5	Stamp and other duties



 


The Borrower agrees to pay on
demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by a Party) imposed
on or in connection with this Agreement and shall indemnify the other Parties against any liability arising by reason of any delay
or omission by the Borrower to pay such duties or taxes.


 


		6	Miscellaneous and notices



 


	6.1	The provisions of sections 11.2 (Notices), 11.8 (Execution in Counterparts; Effectiveness),
11.9 (Third Party Rights), 11.14.1 (Governing Law), 11.14.2 (Jurisdiction) and 11.14.3 (Alternative Jurisdiction)
and 11.14.4 (Service of Process) of the Facility Agreement shall apply to this Agreement as if they are set out in full
and as if (a) references to each Party are references to each party to this Agreement and (b) references to the Facility Agreement
include this Agreement.



 


	6.2	The Parties acknowledge and agree that they may execute this Agreement and any variation or amendment
to the same, by electronic instrument. The Parties agree that the electronic signatures appearing on the document shall have the
same effect as handwritten signatures and the use of an electronic signature on this Agreement shall have the same validity and
legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Agreement, and evidencing
the Parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic
signature, the Parties authorise each other to conduct the lawful processing of personal data of the signers for contract performance
and their legitimate interests including contract management.



 


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


 






    4


     


    

 





Schedule 1

The Mandated Lead Arrangers and the Lenders


 


	Name	Facility Office and contact details
	Banco Bilbao Vizcaya Argentaria, S.A., Paris Branch	
        29 avenue de l'Opéra

        75001 Paris

        France

         

        Attention:          Alessandro Aiello

        Laura Luca de Tena

        Shirin Arabsolghar

        Natalia Herzner

         

        Fax No:            + 34 91.537.00.40

         

        Tel No:              +33 1 44 86 83 21

        +34 681 145 468 

        +34 91.537.00.06 

        + 34 91.537.00.40 

         

        Email:               laura.luca@bbva.com

        alessandro.aiello@bbva.com

        shirin.arabsolghar@bbva.com

        natalia.herzner@bbva.com

        eca.structuring@bbva.com

        hub.stf.monitoring@bbva.com

	Banco Santander, S.A, Paris Branch	
        Facility Office:

         

        374, rue Saint-Honoré

        75001 Paris

        France

         

        Operational address:

         

        Ciudad Financiera

        Avenida de Cantabria s/n

        Edificio Encinar 2a planta

        28600 Boadilla del Monte

        Spain

         

        Fax No:             +34 91 257 1682

         

        Attention:          Elise Regnault

        Julián Arroyo

        Angela Rabanal

        Ecaterina Mucuta

        Vanessa Berrio Vélez

        Ana Sanz Gómez

         

        Tel No:              +34 912893722

        +1 212-297-2919

        +1 212-297-2942

        +33 1 53 53 70 46

        +34 91 289 10 28

        +34 91 289 17 90

         

        E-mail:




 






    5


     


    

 


	Name	Facility Office and contact details
	 	elise.regnault@gruposantander.com

                                                                                                                         Julian.Arroyo@santander.us

                                                                                                                         arabanal@santander.us

                                                                                                                         ecaterina.mucuta@gruposantander.com

                                                                                                                         vaberrio@gruposantander.com

                                                                                                                         anasanz@gruposantander.com

                                                                                                                         MiddleOfficeParis@gruposantander.com




	Citibank N.A., London Branch	
        Citigroup Centre

        Canada Square

        London E14 5LB

        United Kingdom

        Attention:          Wei-Fong Chan

        Kara Catt

        Romina Coates

        Antoine Paycha

         

         

        Fax No:            +44 20 7986 4881

        Tel No:              +44 20 7986 3036 /

        +44 20 7508 0344

        +44 20 7986 4824

        +44 20 7500
        0907 /

         

        E-mail:

        weifong.chan@citi.com

        kara.catt@citi.com

        romina.coates@citi.com

        antoine.paycha@citi.com

	HSBC France	
        HSBC France – Global Banking Agency
        Operations (GBAO) Transaction Manager Unit

        103 avenue des Champs Elysées

        75008 Paris

        France

         

        Attention:         
        Florencia Thomas

        Alexandra Penda

         

        Fax No: +33 1 40 70 28 80

        Tel No: +33 1 49 52 22 60/

        +33 1  41 02 67 50

         

        Email:             
        florencia.thomas@hsbc.fr

        alexandra.penda@hsbc.fr

         

        Copy to:

         

        HSBC France

        103 avenue des Champs Elysées

        75008 Paris

        France

         

        Attention:         
        Julie Bellais / Céline Karsenty

         

        Tel No: +33 1 40 70 28 59 /

        +33
        1 40 70 22 97

         

        Email:                  

        




 






    6


     


    

 


	Name	Facility Office and contact details
	 	julie.bellais@hsbc.fr

                                                                                                                         celine.karsenty@hsbc.fr





	Société Générale	
        Société Générale
        Facility Office

        29 Boulevard Haussmann 

        75009 Paris

        France

        

        For operational/servicing matters:

         

        Bouchra BOUMEZOUED / Tatiana BYCHKOVA

        Société Générale
        189, rue d’Aubervilliers 75886

        PARIS CEDEX 18

        OPER/FIN/CAF/DMT6

         

        Phone: +33 1 57 29 13 12 / +33 1 58 98 43 05

         

        Email:   bouchra.boumezoued@sgcib.com

        tatiana.bychkova@sgcib.com

        par-oper-caf-dmt6@sgcib.com

         

        For credit matters:

         

        Muriel Baumann /Olivier Gueguen

        Société Générale
        189, rue d’Aubervilliers 75886

        PARIS CEDEX 18

        OPER/FIN/SMO/EXT

         

        Phone: +33 1 58 98 22 76 / +33 1 42 13 07 52

         

        Email: muriel.baumannn@sgcib.com

        olivier.gueguen@sgcib.com

	Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch	
        1/3/5 rue Paul Cézanne

        75008 Paris

        France

         

        Attention:          Cedric le Duigou

        Guillaume Branco

        Herve Billi

        Claire Lucien

         

        Fax No:            +33 1 44 90 48 01

         

        Tel No:

        Cedric le Duigou:    + 33 1 44 90 48 83

        Guillaume Branco:  + 33 1 44 90 48 71

        Herve Billi:
                    +33 1 44 90 48 48

        Claire Lucien:         + 33 1 44 90 48 49

        Helene Ly:              +33 1 44 90 48 76

         

        E-mail:  cedric_leduigou@fr.smbcgroup.com

        guillaume_branco@fr.smbcgroup.com

        herve_billi@fr.smbcgroup.com

        claire_lucien@fr.smbcgroup.com

        helene_ly@fr.smbcgroup.com




 






    7


     


    

 


	Name	Facility Office and contact details
	SFIL	
        1-3, rue de Passeur de Boulogne –
        CS 80054

        92861 Issy-les-Moulineaux Cedex 9

        France

         

        Contact Person

        Loan Administration Department:

         

        Direction du Crédit Export:

        Pierre-Marie Debreuille / Anne Crépin

        Direction des Opérations:

        Dominique Brossard / Patrick Sick

         

        Telephone:

        Pierre-Marie Debreuille    +33 1 73 28 87
        64

        Anne Crépin                   +33 1 73 28 88 59

        Dominique Brossard       +33 1 73 28 91
        93

        Patrick Sick                   +33 1 73 28 87 66

         

        Email:

        pierre-marie.debreuille@sfil.fr

        anne.crepin@sfil.fr

        dominique.brossard@sfil.fr

        patrick.sick@sfil.fr

        refinancements-export@sfil.fr creditexport_ops@sfil.fr

         

        Fax:    + 33 1 73 28 85 04

         



 






    8


     


    

 





Schedule 2

Conditions Precedent


 


		1	Borrower



 


	1.1	A certificate of the Borrower’s Secretary or Assistant Secretary as to the incumbency and
signatures of those of its officers authorised to act with respect to this Agreement and as to the truth and completeness of the
attached resolutions of its Board of Directors then in full force and effect authorising the execution, delivery and performance
of this Agreement.



 


	1.2	A Certificate of Good Standing issued by the relevant Liberian authorities in respect of the Borrower.



 


		2	Legal opinions



 


The Facility Agent shall have
received opinions, addressed to the Facility Agent and each Lender from:


 


	2.1	Watson Farley & Williams LLP, counsel to the Borrower, as to Liberian law; and



 


	2.2	Norton Rose Fulbright LLP, counsel to the Facility Agent,



 


or, where applicable, a written
approval in principle (which can be given by email) by any of the above counsel of the arrangements contemplated by this Agreement
and a confirmation that a formal legal opinion will follow promptly after the Deferred Tranche Effective Date.


 


		3	Principles



 


	3.1	Final approval of the Principles (including deferral of the instalments of principal of the Loan
due to be repaid during the Deferral Period) by BpiFAE.



 


	3.2	Evidence that the Borrower has submitted the Information Package (including information related
to crisis-related liquidity measures) to the ECA Agent (for providing to BpiFAE), as a basis for the BpiFAE to assess the adequacy
of the Borrower ́s crisis-related liquidity measures with regard to utilisation of the Deferred Tranche in accordance with
the terms of the Principal Agreement as amended and restated by this Agreement.



 


	3.3	A letter from the Borrower, signed by its Chief Financial Officer, containing a commitment to publish
on an annual basis until the repayment of the Deferred Tranche in full, a publically available environmental plan that includes
(a) an annual measure (in accordance with other public methodology, including IMO methodology) of the greenhouse gas emissions
of the Borrower and its Subsidiaries (including the emissions of their respective vessels) for the two years preceding the date
of the relevant publication and (b) the Borrower’s strategy to reduce the group’s greenhouse emissions, including details
of specific measures implemented (or to be implemented) in order to achieve such reduction.



 


 


		4	Other documents and evidence



 


	4.1	Evidence that any process agent appointed pursuant to clause 6.1 of this Agreement has accepted
its appointment.



 


	4.2	Execution of the Fee Letters in respect of the Principles and evidence that any amounts payable
in respect of the same and any documented costs and expenses due from the Borrower under clause 5 of this Agreement have been paid
or will be paid promptly when due or on being demanded.



 






    9


     


    

 





Schedule 3

Form of Amended and Restated Facility Agreement


 








    10


     


    

 








 



 


CELEBRITY
APEX (EX HULL NO. K34)


CREDIT AGREEMENT


 





 



 


dated 22
June 2016 as novated, amended and restated

on the Actual Delivery Date pursuant to

a novation agreement dated 22 June 2016


 


(as amended
and restated by a first supplemental agreement dated 5 October 2018 and a 

second supplemental agreement dated   29   April 2020)


 


BETWEEN


 


Royal Caribbean
Cruises Ltd.


 


as the Borrower,


 


the Lenders
from time to time party hereto,


 


Citibank
N.A., London Branch

as Global Coordinator


 


Sumitomo
Mitsui Banking Corporation Europe Limited, Paris Branch

as ECA Agent


 


and


 


Citibank
Europe plc, UK Branch

as Facility Agent


 


and


 


Banco Bilbao
Vizcaya Argentaria, S.A., Paris Branch, Banco Santander, S.A. Paris branch,

Citibank N.A., London Branch, HSBC France, Société Générale and

Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch

as Mandated Lead Arrangers


 






     


     


    

 





TABLE
OF CONTENTS


 


PAGE


 




	ARTICLE
    I DEFINITIONS AND ACCOUNTING TERMS
	SECTION
    1.1. Defined Terms	2
	SECTION
    1.2. Use of Defined Terms	18
	SECTION
    1.3. Cross-References	19
	SECTION
    1.4. Accounting and Financial Determinations	19
	ARTICLE
    II COMMITMENTS AND BORROWING PROCEDURES
	SECTION
    2.1. Commitment	19
	SECTION
    2.2. Commitment of the Lenders; Termination and Reduction of Commitments	20
	SECTION
    2.3. Borrowing Procedure	20
	SECTION
    2.4. Funding	23
	ARTICLE
    III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	SECTION
    3.1. Repayments	23
	SECTION
    3.2. Prepayment	23
	SECTION
    3.3. Interest Provisions.	25
	SECTION
    3.3.1. Rates.	25
	SECTION
    3.3.2. [Intentionally omitted]	25
	SECTION
    3.3.3. Interest stabilisation.	25
	SECTION
    3.3.4. Post-Maturity Rates.	25
	SECTION
    3.3.5. Payment Dates.	26
	SECTION
    3.3.6. Interest Rate Determination; Replacement Reference Banks	26
	SECTION
    3.3.7. Unavailability of LIBO Rate	26
	SECTION
    3.4. Commitment Fees.	28
	SECTION
    3.4.1. Payment.	28
	SECTION
    3.5. Other Fees.	28



 






    i


     


    

 


	ARTICLE
    IV CERTAIN LIBO RATE AND OTHER PROVISIONS
	SECTION
    4.1. LIBO Rate Lending Unlawful.	29
	SECTION
    4.2. Deposits Unavailable	29
	SECTION
    4.3. Increased LIBO Rate Loan Costs, etc.	30
	SECTION
    4.4. Funding Losses	31
	SECTION
    4.4.1. Indemnity.	31
	SECTION
    4.4.2. Exclusion	33
	SECTION
    4.5. Increased Capital Costs	33
	SECTION
    4.6. Taxes	34
	SECTION
    4.7. Reserve Costs	36
	SECTION
    4.8. Payments, Computations, etc.	36
	SECTION
    4.9. Replacement Lenders, etc.	37
	SECTION
    4.10. Sharing of Payments	38
	SECTION
    4.10.1. Payments to Lenders.	38
	SECTION
    4.10.2. Redistribution of payments.	38
	SECTION
    4.10.3. Recovering Lender's rights.	38
	SECTION
    4.10.4. Reversal of redistribution	38
	SECTION
    4.10.5. Exceptions.	39
	SECTION
    4.11. Set-off	39
	SECTION
    4.12. Use of Proceeds	39
	SECTION
    4.13. FATCA Information.	40
	SECTION
    4.14. Resignation of the Facility Agent	41
	ARTICLE
    V CONDITIONS TO BORROWING
	SECTION
    5.1. Advance of the Loan	41
	SECTION
    5.1.1. Resolutions, etc.	41
	SECTION
    5.1.2. Opinions of Counsel.	42



 






    ii


     


    

 


	SECTION
    5.1.3. BpiFAE Insurance Policy.	42
	SECTION
    5.1.4. Closing Fees, Expenses, etc.	42
	SECTION
    5.1.5. Compliance with Warranties, No Default, etc	43
	SECTION
    5.1.6. Loan Request	43
	SECTION
    5.1.7. Foreign Exchange Counterparty Confirmations.	43
	SECTION
    5.1.8. Protocol of delivery.	43
	SECTION
    5.1.9. Title to Purchased Vessel.	44
	SECTION
    5.1.10. Interest Stabilisation.	44
	SECTION
    5.1.11. Escrow Account Security.	45
	SECTION
    5.1.12. Deferred Tranche.	45
	ARTICLE
    VI REPRESENTATIONS AND WARRANTIES
	SECTION
    6.1. Organization, etc.	46
	SECTION
    6.2. Due Authorization, Non-Contravention, etc.	46
	SECTION
    6.3. Government Approval, Regulation, etc.	46
	SECTION
    6.4. Compliance with Environmental Laws	47
	SECTION
    6.5. Validity, etc.	47
	SECTION
    6.6. No Default, Event of Default or Prepayment Event	47
	SECTION
    6.7. Litigation	47
	SECTION
    6.8. The Purchased Vessel	47
	SECTION
    6.9. Obligations rank pari passu; Liens	47
	SECTION
    6.10. Withholding, etc.	48
	SECTION
    6.11. No Filing, etc. Required	48
	SECTION
    6.12. No Immunity	48
	SECTION
    6.13. Investment Company Act	48
	SECTION
    6.14. Regulation U	48
	SECTION
    6.15. Accuracy of Information	48



 






    iii


     


    

 


	SECTION
    6.16. Compliance with Laws.	49
	ARTICLE
    VII COVENANTS
	SECTION
    7.1. Affirmative Covenants	49
	SECTION
    7.1.1. Financial Information, Reports, Notices, etc.	49
	SECTION
    7.1.2. Approvals and Other Consents.	51
	SECTION
    7.1.3. Compliance with Laws, etc.	51
	SECTION
    7.1.4. The Purchased Vessel.	51
	SECTION
    7.1.5. Insurance	52
	SECTION
    7.1.6. Books and Records	53
	SECTION
    7.1.7. BpiFAE Insurance Policy/French Authority Requirements	53
	SECTION
    7.1.8. Performance of building contract obligations..	53
	SECTION
    7.2. Negative Covenants	53
	SECTION
    7.2.1. Business Activities	53
	SECTION
    7.2.2. Indebtedness	54
	SECTION
    7.2.3. Liens	54
	SECTION
    7.2.4. Financial Condition	56
	SECTION
    7.2.5. [Intentionally omitted]	57
	SECTION
    7.2.6. Consolidation, Merger, etc.	57
	SECTION
    7.2.7. Asset Dispositions, etc.	58
	SECTION
    7.3. Lender incorporated in the Federal Republic of Germany	58
	ARTICLE
    VIII EVENTS OF DEFAULT
	SECTION
    8.1. Listing of Events of Default	58
	SECTION
    8.1.1. Non-Payment of Obligations	58
	SECTION
    8.1.2. Breach of Warranty	58
	SECTION
    8.1.3. Non-Performance of Certain Covenants and Obligations	58
	SECTION
    8.1.4. Default on Other Indebtedness	59



 






    iv


     


    

 


	SECTION
    8.1.5. Bankruptcy, Insolvency, etc.	60
	SECTION
    8.2. Action if Bankruptcy	60
	SECTION
    8.3. Action if Other Event of Default	60
	ARTICLE
    IX PREPAYMENT EVENTS
	SECTION
    9.1. Listing of Prepayment Events	61
	SECTION
    9.1.1. Change of Control	61
	SECTION
    9.1.2. Unenforceability	61
	SECTION
    9.1.3. Approvals	61
	SECTION
    9.1.4. Non-Performance of Certain Covenants and Obligations	61
	SECTION
    9.1.5. Judgments	61
	SECTION
    9.1.6. Condemnation, etc.	61
	SECTION
    9.1.7. Arrest	62
	SECTION
    9.1.8. Sale/Disposal of the Purchased Vessel	62
	SECTION
    9.1.9. BpiFAE Insurance Policy	62
	SECTION
    9.1.10. Illegality.	62
	SECTION
    9.1.11. Dividend or New Debt	62
	SECTION
    9.1.12. Breach of Principles	63
	SECTION
    9.2. Mandatory Prepayment	63
	SECTION
    9.3. Mitigation	63
	ARTICLE
    X THE FACILITY AGENT AND THE ECA AGENT
	SECTION
    10.1. Actions	63
	SECTION
    10.2. Indemnity	64
	SECTION
    10.3. Funding Reliance, etc	64
	SECTION
    10.4. Exculpation	65
	SECTION
    10.5. Successor	65
	SECTION
    10.6. Loans by the Facility Agent	66



 






    v


     


    

 


	SECTION
    10.7. Credit Decisions	66
	SECTION
    10.8. Copies, etc	67
	SECTION
    10.9. The Agents’ Rights	67
	SECTION
    10.10. The Facility Agent’s Duties	67
	SECTION
    10.11. Employment of Agents	67
	SECTION
    10.12. Distribution of Payments	68
	SECTION
    10.13. Reimbursement	68
	SECTION
    10.14. Instructions	68
	SECTION
    10.15. Payments	68
	SECTION
    10.16. “Know your customer” Checks	68
	SECTION
    10.17. No Fiduciary Relationship	69
	SECTION
    10.18. Illegality	69
	ARTICLE
    XI MISCELLANEOUS PROVISIONS
	SECTION
    11.1. Waivers, Amendments, etc.	69
	SECTION
    11.2. Notices	70
	SECTION
    11.3. Payment of Costs and Expenses	71
	SECTION
    11.4. Indemnification	72
	SECTION
    11.5. Survival	73
	SECTION
    11.6. Severability	73
	SECTION
    11.7. Headings	74
	SECTION
    11.8. Execution in Counterparts, Effectiveness, etc.	74
	SECTION
    11.9. Third Party Rights	74
	SECTION
    11.10. Successors and Assigns	74
	SECTION
    11.11. Sale and Transfer of the Loan; Participations in the Loan	74
	SECTION
    11.11.1. Assignments	74
	SECTION
    11.11.2. Participations	77



 






    vi


     


    

 



 


	SECTION 11.11.3. Register	77
	SECTION 11.11.4. Rights of BpiFAE
    to payments	78
	SECTION 11.12. Other Transactions	78
	SECTION 11.13. BpiFAE Insurance Policy.	78
	SECTION 11.13.1. Terms of BpiFAE Insurance
    Policy	78
	SECTION 11.13.2. Obligations of the
    Borrower.	79
	SECTION 11.13.3. Obligations of the
    ECA Agent and the Lenders.	79
	SECTION 11.14. Law and Jurisdiction	80
	SECTION 11.14.1. Governing Law	80
	SECTION 11.14.2. Jurisdiction	80
	SECTION 11.14.3. Alternative Jurisdiction	80
	SECTION 11.14.4. Service of Process	80
	SECTION 11.15. Confidentiality	80
	SECTION 11.16. French Authority Requirements.	81
	SECTION 11.17. Waiver of immunity.	81
	SECTION 11.18. Acknowledgement and
    Consent to Bail-In of EEA Financial Institutions.	82



 






    vii


     


    

 


EXHIBITS


 


	Exhibit
    A	-	Form
    of Loan Request
	 	 	 
	Exhibit
    B-1	-	Form
    of Opinion of Liberian Counsel to Borrower
	 	 	 
	Exhibit
    B-2	-	Form
    of Opinion of English Counsel to the Facility Agent and the Lenders
	 	 	 
	Exhibit
    B-3	-	Form
    of Opinion of French Counsel to the Facility Agent and the Lenders
	 	 	 
	Exhibit
    B-4	-	Form
    of Opinion of US Tax Counsel to the Lenders
	 	 	 
	Exhibit
    C	-	Form
    of Lender Assignment Agreement
	 	 	 
	Exhibit
    D	-	Form
    of Certificate of French Content
	 	 	 
	Exhibit
    E-1	-	Form
    of Delivery Non-Yard Costs Certificate
	 	 	 
	Exhibit
    E-2	-	Form
    of Final Non-Yard Costs Certificate
	 	 	 
	Exhibit
    F	-	Repayment
    Schedule
	 	 	 
	Exhibit
    G	-	The
    Principles
	 	 	 
	Exhibit
    H	-	Information
    Package
	 	 	 
	Exhibit
    I	-	Silversea
    Indebtedness and Liens




 






    viii


     


    

 


CREDIT AGREEMENT


 


CELEBRITY APEX (EX
HULL NO. K34) CREDIT AGREEMENT, dated 22 June 2016 as novated, amended and restated on the Actual Delivery Date (as defined below),
and as further amended and restated by a first supplemental agreement dated 5 October 2018 and a second supplemental agreement
dated     29    April 2020, is among Royal Caribbean Cruises Ltd., a Liberian corporation (the “Borrower”),
Sumitomo Mitsui Banking Corporation Europe Limited, Paris Branch in its capacity as agent for the Lenders referred to below in
respect of matters related to BpiFrance Assurance Export (in such capacity, the “ECA Agent”), Citibank Europe
plc, UK Branch in its capacity as facility agent (in such capacity, the “Facility Agent”) and the financial
institutions listed in Schedule 1 to the Novation Agreement (as defined below) as lenders (in such capacity, together with each
of the other Persons that shall become a “Lender” in accordance with clause 12 of the Novation Agreement or Section
11.11.1 hereof, each of them individually a “Lender” and, collectively, the “Lenders”).


 


W I T N E S S E T H:


 


WHEREAS,


 


		(A)	The Borrower and Chantiers de l’Atlantique S.A. (previously known as STX France S.A.) (the
 “Builder”) have entered on 16 February 2015 into a Contract for the Construction and Sale of m.v. Celebrity
Apex (ex hull no. K34) (as amended from time to time, the “Construction Contract”) pursuant to which the Builder
has agreed to design , construct, equip, complete, sell and deliver the passenger cruise vessel Celebrity Apex, bearing Builder’s
hull number K34 which shall be owned by a Subsidiary of the Borrower, Celebrity Apex, Inc. (the “Purchased Vessel”);



 


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



 


		(i)	eighty per cent (80%) of the Contract Price (as defined below) of the Purchased Vessel, and including
Non-Yard Costs of up to EUR 76,000,000 (the “Maximum Non-Yard Costs Amount”) and the Other Basic Contract Price Increases
(as defined below) for the Purchased Vessel of an amount which, when aggregated with the Non-Yard Costs, does not exceed EUR 68,300,000,
but which amount shall not exceed in the aggregate EUR 697,940,000.



 


		(ii)	eighty per cent (80%) of the change orders of up to EUR 99,110,000 (representing up to 17% of the
Basic Contract Price) effected in accordance with the Construction Contract; and



 


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



 


being an
amount no greater than EUR 652,624,540 and being made available in the US Dollar Equivalent of that Maximum Loan Amount (as such
Dollar amount may be adjusted pursuant to clause 5.3 of the Novation Agreement);


 






    1


     


    

 


		(C)	Of the amounts referred to in recital (B)(i) and (ii) above, the Lenders have made certain amounts
available to the Original Borrower during the period prior to the Actual Delivery Date pursuant to this Agreement (the liability
for which amount has been assumed by the Borrower following the novation of this Agreement pursuant to the Novation Agreement)
and, in relation to the amount referred to in recital (B)(i), the balance has been or shall be made available to the Borrower as
an Additional Advance pursuant to the Novation Agreement and this Agreement.



 


		(D)	The Lenders have also (but without increasing the Maximum Loan Amount and/or the Commitment of
each Lender) agreed to make available to the Borrower, upon the terms and conditions contained herein, a US dollar loan facility
in the amount equal to the aggregate of the principal portion of the repayment installments of the Loan payable on the Repayment
Dates (as defined below) falling during the Advanced Loan Deferral Period (as defined below) (the “Deferred Tranche Maximum
Loan Amount”). An advance under the Deferred Tranche (as defined below) will be available for the purpose of paying the principal
portion of the repayment instalment due on each Repayment Date falling during such Advanced Loan Deferral Period. Each advance
of the Deferred Tranche will be automatic and notional only, effected by means of a book entry to finance the repayment installment
then due.



 


NOW, THEREFORE, the
parties hereto agree as follows:


 


ARTICLE
I



DEFINITIONS AND ACCOUNTING TERMS


 


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


 


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


 


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


 


“Additional
Advances” is defined in the Novation Agreement.


 


“Advanced
Loan Deferral Period” means the period between 1 April 2020 and 31 March 2021 (inclusive).


 


“Affiliate”
of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with
such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly
or


 






    2


     


    

 


indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


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


 


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


 


“Annex
VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International
Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.


 


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


 


“Applicable
Commitment Rate” means (x) from the Signing Date up to but excluding April 30,2018, 0.15% per annum, (y) from April 30,
2018 up to but excluding April 30, 2019, 0.25% per annum, and (z) from April 30, 2019 until the Commitment Fee Termination Date,
0.30% per annum.


 


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


 


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


 


“Assignee
Lender” is defined in Section 11.11.1.


 


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


 


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


 


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


 






    3


     


    

 


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


 


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


 


“Borrower”
is defined in the preamble.


 


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


 


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


 


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


 


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


 


“Builder”
is defined in the preamble.


 


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


 


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


 


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


 






    4


     


    

 


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


 


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


 


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


 


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


 


“CIRR”
means 2.93% per annum being the Commercial Interest Reference Rate determined in accordance with the OECD Arrangement for Officially
Supported Export Credits to be applicable to the Loan hereunder.


 


“Citibank”
means Citibank N.A., London Branch.


 


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


 


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


 


“Commitment Fees”
is defined in Section 3.4.


 


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


 






    5


     


    

 


“Commitment
Termination Date” means (a) in respect of the Loan other than the Deferred Tranche, the Back Stop Date (as defined in
the Receivable Purchase Agreement) (or such later date as the Lenders and BpiFAE may agree) and (b) in respect of the Deferred
Tranche, March 31, 2021.


 


“Construction
Contract” is defined in the preamble.


 


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


 


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


 


“Covered Taxes”
is defined in Section 4.6.


 


“Debt
Incurrence” means any incurrence of indebtedness for borrowed money by the Borrower, whether pursuant to a public
offering or a Rule 144A or other private placement of debt securities (including debt securities convertible into equity securities)
or an incurrence of loans under any loan or credit facility, or any issuance of bonds, other than:


 


		a)	any indebtedness incurred by the Borrower between April 1, 2020 and December 31, 2021 (or such
later date as may, with the prior consent of BpiFAE, be agreed between the Borrower and the Lenders) for the purpose of providing
crisis and/or recovery-related funding;



 


		b)	any indebtedness incurred in order to finance any capital expenditure of the Borrower in respect
of which the Borrower is already committed but, as of the date of the Second Supplemental Agreement, the Borrower has yet to obtain
financing for (which, in each case, will be listed in the Information Package submitted to the ECA Agent (for providing to BpiFAE)
prior to the Deferred Tranche Effective Date);



 


		c)	indebtedness incurred for the sole purpose of refinancing a maturity payment under any existing
loan or credit facility or issued bonds of the Borrower which, in each case, will be listed in the Information Package submitted
to the ECA Agent (for providing to BpiFAE) prior to the Deferred Tranche Effective Date;



 


		d)	indebtedness incurred in the ordinary course of business of the Borrower and its Subsidiaries in
order to meet capital expenditure costs in an aggregate amount not greater than €5,000,000 (or its equivalent in another currency)
per annum;



 


		e)	indebtedness provided by banks or other financial institutions under the Borrower's senior unsecured
revolving credit facilities in an aggregate amount not greater than the commitments thereunder as in effect on the Deferred Tranche
Effective Date plus the amount of any existing uncommitted incremental facilities (i.e. any unused accordion) on such facilities;
and



 


		f)	vessel financings and amendments thereto in respect of vessels for which shipbuilding contracts
have been executed on or prior to the Deferred Tranche 



 






    6


     


    

 


	 	 	Effective Date (provided, however, that a refinancing of a vessel financing
shall not be included in the carve-out hereunder).



 


There shall be a presumption
that any indebtedness incurred by the Borrower between April 1, 2020 and December 31, 2021 shall be for the purpose of providing
crisis and/or recovery-related funding unless the intended use of proceeds from such indebtedness are specifically identified to
be used for an alternative purpose. In the event there is any question as to whether funding qualifies as "crisis and/or recovery-related",
BpiFAE, the Facility Agent and the Borrower shall negotiate a resolution in good faith for a maximum period of fifteen (15) Business
Days.


 


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


 


“Deferred
Costs Percentage” means 0.45% per annum.


 


“Deferred
Tranche” means the advances deemed to be made by the Lenders under this Agreement from time to time during the Advanced
Loan Deferral Period in an aggregate amount not to exceed the Deferred Tranche Maximum Loan Amount or, as the case may be, the
aggregate outstanding amount of such advances from time to time.


 


“Deferred
Tranche Effective Date” has the meaning given to it in the Second Supplemental Agreement.


 


“Deferred
Tranche Maximum Loan Amount” has the meaning given to it in Recital (D).


 


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


 


“Designated
Cruise Brand” means any cruise brand in which the Borrower owns an equity interest as of the Deferred Tranche Effective
Date (other than a cruise brand wholly owned by the Borrower) and a “Designated Person” shall mean any person other
than the Borrower who holds at least 30% of the outstanding equity of a Designated Cruise Brand.


 


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


 


“ECA Agent”
is defined in the preamble.


 


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


 


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


 






    7


     


    

 


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


 


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


 


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


 


“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated)
of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other
rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities)
but excluding any debt securities convertible into such Equity Interests.


 


“Equity
Issuance” means any issuance of Equity Interests by the Borrower, whether pursuant to a public offering or a Rule
144A or other private placement, other than:


 


		a)	issuances pursuant to employee and/or director stock plans in the ordinary course and consistent
with past practice;



 


		b)	employee and/or director compensation plans in the ordinary course and consistent with past practice;



 


		c)	issuances between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior
consent of BpiFAE, be agreed between the Borrower and the Lenders) for the purpose of providing crisis and recovery-related funding;
and



 


		d)	shares of the Borrower’s common stock issued by the Borrower to a Designated Person solely
to satisfy existing earn-out obligations and/or to acquire outstanding equity securities of a Designated Cruise Brand that
is named or identified in the BpiFAE Insurance Policy (or any amendment of it) held by such Designated Person.



 


There shall be a presumption
that equity issued by the Borrower between April 1, 2020 and December 31, 2021 shall be for the purpose of providing crisis and
recovery-related funding unless the intended use of proceeds from such issuance is specifically identified to be used for an alternative
purpose. In the event there is any question as to whether funding qualifies as "crisis and/or recovery-related", BpiFAE,
the Facility Agent and the Borrower shall negotiate a resolution in good faith for a maximum period of fifteen (15) Business Days.


 


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


 






    8


     


    

 


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


 


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


 


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


 


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


 


“Event of
Default” is defined in Section 8.1.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Final Maturity”
means (a) in respect of the Loan (other than the Deferred Tranche) twelve (12) years after the Actual Delivery Date and (b) in
respect of the Deferred Tranche, March 27, 2025.


 






    9


     


    

 


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


 


“First Restatement
Date” means October 12, 2018, being the date on which the form of this Agreement was amended and restated pursuant to
the First Supplemental Agreement.


 


“First Supplemental
Agreement” means the supplemental agreement dated October 5, 2018 and made between, amongst others, the parties hereto,
pursuant to which this Agreement was amended.


 


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


 


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


 


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


 


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



 


		b)	the sum of:



 


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


 


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


 


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


 


“Fixed Rate
Margin” means 0.295% per annum.


 


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


 


“Floating
Rate Margin” means, for each Interest Period 0.90% per annum.


 


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


 


“French Authorities”
means the Direction Générale du Trésor of the French Ministry of Economy and Finance, any successors
thereto, or any other governmental authority in or of France involved in the provision, management or regulation of the terms,
conditions and


 






    10


     


    

 


issuance of export credits including, among others, such entities to whom authority in respect of the extension
or administration of export financing matters have been delegated, such as BpiFAE and Natixis DAI.


 


“Funding Losses
Event” is defined in Section 4.4.1.


 


“GAAP”
is defined in Section 1.4.


 


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


 


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


 


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


 


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


 


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


 


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


 






    11


     


    

 


“Indemnified
Liabilities” is defined in Section 11.4.


 


“Indemnified
Parties” is defined in Section 11.4.


 


“Information
Package” means the general test scheme/information package in connection with the application for a debt holiday in the
form of Exhibit H hereto submitted or to be submitted (as the case may be) by the Borrower in order to obtain the benefit of the
measures provided for in the Principles for the purpose of this Agreement and certain of its obligations under this Agreement.


 


“Interest
Payment Date” means each Repayment Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 






    12


     


    

 


	 	 	London interbank market in an amount approximately equal to the amount of the Loan and for a period of six
months;



 


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



 


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



 


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


 


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


 


“Loan”
means the advances made by the Lenders under this Agreement from time to time in an aggregate amount not to exceed the Maximum
Loan Amount (and including for this purpose, the Deferred Tranche Maximum Loan Amount) or, as the case may be, the aggregate outstanding
amount of such advances from time to time.


 


“Loan Documents”
means this Agreement, the Novation Agreement, the First Supplemental Agreement, the Second Supplemental Agreement, the Fee Letters
and the Escrow Account Security.


 


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


 


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


 


“Material
Litigation” is defined in Section 6.7.


 


“Maximum Loan
Amount” is defined in the preamble.


 


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


 


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


 


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


 


“Net Debt”
means, at any time, the aggregate outstanding principal amount of all debt (including, without limitation, the principal portion
of all capitalized leases) of the Borrower


 






    13


     


    

 


and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) less
the sum of (without duplication);


 


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


 


b)       all
Cash Equivalents.


 


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


 


“New Financings”
means proceeds from:


 


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


 


b)       the
issuance and sale of equity securities.


 


“Non-Yard
Costs” has the meaning assigned to “NYC Allowance” in Article II.1 of the Construction Contract and, when
such expression is prefaced by the word “incurred”, shall mean such amount of the Non-Yard Costs, not exceeding EUR76,000,000
and when aggregated with the Other Basic Contract Price Increases in an amount not exceeding EUR68,300,000, as shall at the relevant
time have been paid, or become payable, to the Builder by the Borrower under the Construction Contract as part of the Contract
Price.


 


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


 


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


 


“Novation
Agreement” means the novation agreement dated 22 June 2016 (as amended) and made between the Original Borrower and
the parties hereto pursuant to which (amongst other things) this Agreement was novated, amended and restated.


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

 


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


 


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


 


“Participant”
is defined in Section 11.11.2.


 


“Participant
Register” is defined in Section 11.11.2.


 


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


 


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


 


“Poseidon
Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship
finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation
or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.


 


“Prepayment
Event” is defined in Section 9.1.


 


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


 


“Principles”
means the document titled "Cruise Debt Holiday Principles" and dated April 6, 2020 in the form of Exhibit G hereto, which
document sets out certain key principles and parameters relating to, amongst other things, the temporary suspension of repayments
of principal in connection with certain qualifying Loan Agreements (as defined therein) and being applicable to BpiFAE-covered
loan agreements such as this Agreement.


 


“Purchased
Vessel” is defined in the preamble.


 


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


 


“Reference
Banks” means Société Générale and Sumitomo Mitsui Banking Corporation Europe Limited, Paris
Branch and such other Lender as shall be so named by the Borrower and agrees to serve in such role and each additional Reference
Bank and/or each replacement Reference Bank appointed by the Facility Agent pursuant to Section 3.3.6.


 


“Register”
is defined in Section 11.11.3.


 






    15


     


    

 


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


 


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


 


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


 


“Restricted
Payments” means any dividend or other distribution (whether in cash, securities or other property (other than Equity
Interests), with respect to any Equity Interests in the Borrower, or any share buy-back program or other payment (whether in cash,
securities or other property (other than Equity Interests)), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower.


 


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


 


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


 


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


 


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


 


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


 


“Second Supplemental
Agreement” means the supplemental agreement dated April , 2020 and made between the parties hereto, pursuant to which
this Agreement was amended in connection with, amongst other things, the Principles.


 


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


 


"Senior Debt
Rating" means, as of any date, (a) the implied senior debt rating of the Borrower for debt pari passu in right of payment
and in right of collateral security with the Obligations as given by Moody's and S&P or (b) in the event the Borrower receives
an actual


 






    16


     


    

 


unsecured senior debt rating (apart from an implied rating) from Moody's and/or S&P, such actual rating or ratings,
as the case may be (and in such case the Senior Debt Rating shall not be determined by reference to any implied senior debt rating
from either agency).


 


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


 


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


 


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


 


“Statement
of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and
6.7 of Annex VI.


 


“Steel Price
Adjustment Excess” is as defined in the Novation Agreement.


 


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


 


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


 


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


 


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


 


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


 






    17


     


    

 


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


 


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


 


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


 


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


 


SECTION
1.2. Use of Defined Terms. Unless otherwise
defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall, when capitalized, have
such meanings when used in the Loan Request and each notice and other communication delivered from time to time in connection with
this Agreement or any other Loan Document.


 






    18


     


    

 



 


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


 


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


 


ARTICLE
II


 


COMMITMENTS AND BORROWING PROCEDURES


 


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


 






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


 


		a)	Each Lender will make its portion of the relevant part of the Loan available to the Borrower in
accordance with relevant provisions of Section 2.3 either (i) in the case of the Loan (other than the Deferred Tranche)
on the Actual Delivery Date or (ii) in the case of the Deferred Tranche, on each relevant Repayment Date falling during the Advanced
Loan Deferral Period. The commitment of each Lender described in this Section 2.2 (herein referred to as its “Commitment”)
shall be the commitment of such Lender to make available to the Borrower its portion of (y) the Loan (excluding for this purpose
the Deferred Tranche) and (z) the Deferred Tranche. The Commitment referred to in (y) above is expressed as the initial amount
set forth opposite such Lender’s name on its signature page attached hereto and the Commitment referred to in (z) above is
expressed as that Lender’s share of the Deferred Tranche as at the Deferred Tranche Effective Date, in each such case, as
such amount may be reduced from time to time pursuant clause 10.2 of the Novation Agreement or reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 11.11.1. If any Lender becomes a Lender pursuant to
an assignment pursuant to Section 11.11.1, its Commitment shall be the amount set forth as such Lender’s Commitment
in the related Lender Assignment Agreement. Notwithstanding the foregoing, each Lender’s Commitment shall (A) in the case
of the Loan (other than the Deferred Tranche), terminate on the earlier of (1) the Commitment Termination Date if the Purchased
Vessel is not delivered prior to such date and (2) the Actual Delivery Date and (B) in the case of the Deferred Tranche, terminate
on the last Repayment Date falling during the Advanced Loan Deferral Period.



 


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



 


SECTION
2.3. Borrowing Procedure.


 


		a)	Any advance under the Deferred Tranche shall be automatically made available in the manner contemplated
by Recital (D) and, accordingly, other than this paragraph a), the provisions of this Section 2.3 shall not apply to a deemed advance
of any part of the Deferred Tranche, and all references to Loan in the remainder of this Section 2.3 shall be deemed to exclude
the Deferred Tranche.



 


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



 


		c)	In relation to the amount of the Loan comprised by the Additional Advances, the Borrower shall
deliver a Loan Request and the documents required to be delivered pursuant to Section 5.1.1(a) to the Facility Agent on
or before 4:00 p.m., London time, not less than two (2) Business Days prior to the anticipated Actual Delivery Date. The Additional
Advances shall be drawn in Dollars.



 






    20 


     


    

 


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



 


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



 


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

                                                                                 

                                                                                




 






    21 


     


    

 


	 	 	 Borrower on the date such Loan Request is delivered setting forth such Spot Rate of Exchange, its derivation and the calculation of the US Dollar BpiFAE Balance Amount. If the Borrower elects to so finance the BpiFAE Premium and receive the proceeds in EUR, the Borrower will be deemed to have directed the Facility Agent to pay over to the Borrower or, if the Borrower so requires in a Loan Request, directly to the Builder on behalf of the Borrower that portion of the EUR amount of the BpiFAE Premium to be financed with the proceeds of the advance on the Actual Delivery Date and to retain for its own account deposits made by the Lenders in Dollars in an amount equal to the US Dollar BpiFAE Balance Amount.



 


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



 


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



 


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



 


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


 


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


 


If any amount
of the Escrow Amount remains on the Escrow Account on the day falling immediately after the NYC Cut Off Date (having regard to
any applicable permitted release of moneys from the Escrow Account to the Borrower referred to above) then on the Business Day
thereafter the Facility Agent shall be entitled to


 






    22 


     


    

 


request the withdrawal of that amount from the Escrow Account and shall apply
the amount so received, on behalf of the Borrower, in or towards prepayment of the Loan.


 


The basis
on which the Escrow Account Security is held by the Security Trustee for the benefit of the Lenders is regulated under the agency
and trust deed dated 22 June 2016 (as amended and restated and as acceded to by the Borrower) between the parties to this Agreement
and the Security Trustee.


 


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


 


ARTICLE
III


 


REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


 


SECTION
3.1. Repayments. 


 


		a)	The Borrower shall repay (i) the Loan (but for this purpose excluding the Deferred Tranche) in
the instalments and on the dates set out in Part A of Exhibit F and (ii) the Deferred Tranche in the instalments and on the dates
set out in Part B of Exhibit F.



 


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



 


SECTION
3.2. Prepayment. 


 


		a)	The Borrower



 


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



 


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



 


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

                                                                                 

                                                                                




 






    23 


     


    

 





	 	 	of the Loan, save that where there is an outstanding amount of the Deferred Tranche, any such prepayment shall first be applied against the Deferred Tranche and either in inverse order of maturity or ratably across the remaining installments of the Deferred Tranche (as the Borrower shall designate in writing); and



 


 


		ii)	shall, immediately upon any acceleration of the repayment of the installments of the Loan pursuant
to Section 8.2 or 8.3 or the mandatory prepayment of the Loan pursuant to Section 9.2, repay the Loan (or,
in the case of a Prepayment Event arising pursuant to Section 9.1.11 or 9.1.12, repay the Deferred Tranche).



 


		b)	If it becomes unlawful in any jurisdiction for any Lender to perform any of its obligations under
the Loan Documents or to maintain or fund its portion of the Loan, the affected Lender may give written notice (the "Illegality
Notice") to the Borrower and the Facility Agent of such event, including reasonable details of the relevant circumstances.



 


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



 






    24 


     


    

 


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


 


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


 


SECTION
3.3.1. Rates. The Loan (but for this purpose
excluding the Deferred Tranche) shall accrue interest from the Actual Delivery Date to the date of repayment or prepayment of the
Loan in full to the Lenders at the Fixed Rate or, in the case of any drawn portion of the Deferred Tranche, or otherwise where
the proviso to Section 5.1.10 applies, the Floating Rate. Interest calculated at the Fixed Rate or the Floating Rate shall
be payable semi-annually in arrears on each Repayment Date. The Loan (including the Deferred Tranche) shall bear interest from
and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the
interest rate determined as applicable to the Loan or, as the case may be, the Deferred Tranche. In this regard, the Deferred Tranche
shall accrue interest from the first Repayment Date to fall during the Advanced Loan Deferral Period (or, in the case of a further
advance in respect of the Deferred Tranche after the first advance and in respect of that further advance, from the relevant Repayment
Date in respect of the Loan to which that further advance of the Deferred Tranche relates) to the date of repayment or prepayment
of the Deferred Tranche in full to the Lenders at the Floating Rate. The first deemed advance and the second deemed advance in
respect of the Deferred Tranche shall be consolidated at, and run concurrently from, the time of the making of the second advance
and interest on the advances in respect of the Deferred Tranche shall be payable on each Repayment Date. All interest shall be
calculated on the basis of the actual number of days elapsed over a year comprised of 360 days. 


 


SECTION
3.3.2. [Intentionally omitted]


 


SECTION
3.3.3. Interest stabilisation. Each Lender
who is a party hereto on the First Restatement Date represents and warrants to the Borrower that it has entered into an Interest
Stabilisation Agreement and any Lender not a party hereto on the First Restatement Date (other than BpiFAE or CAFFIL as assignee
of all or any of SFIL’s rights as Lender following the enforcement of the security granted pursuant to paragraph (iv) of
Section 11.11.1 in connection with the BpiFAE Enhanced Guarantee, subject as provided in Section 11.11.1(iv))represents
and warrants to the Borrower on the date that such Lender becomes a party hereto that it has entered into an Interest Stabilisation
Agreement on or prior to becoming a party hereto. 


 


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


 






    25 


     


    

 


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


 


		a)	each Interest Payment Date;



 


		b)	each Repayment Date;



 


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



 


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



 


SECTION
3.3.6. Interest Rate Determination; Replacement Reference Banks.
Where Section 3.3.4 or the Floating Rate applies, the Facility Agent shall obtain from each Reference Bank timely information
for the purpose of determining the LIBO Rate in the event that no offered quotation appears on Thomson Reuters LIBOR01 Page (or
any successor page) and the LIBO Rate is to be determined by reference to quotations supplied by the Reference Banks and not by
reference to the Historic Screen Rate. If any one or more of the Reference Banks shall fail to furnish in a timely manner such
information to the Facility Agent for any such interest rate, the Facility Agent shall determine such interest rate on the basis
of the information furnished by the remaining Reference Banks. If the Borrower elects to add an additional Reference Bank hereunder
or a Reference Bank ceases for any reason to be able and willing to act as such, the Facility Agent shall, at the direction of
the Required Lenders and after consultation with the Borrower and the Lenders, appoint a replacement for such Reference Bank reasonably
acceptable to the Borrower, and such replaced Reference Bank shall cease to be a Reference Bank hereunder. The Facility Agent shall
furnish to the Borrower and to the Lenders each determination of the LIBO Rate made by reference to quotations of interest rates
furnished by Reference Banks (it being understood that the Facility Agent shall not be required to disclose to any party hereto
(other than the Borrower) any information regarding any Reference Bank or any rate quoted by a Reference Bank, including, without
limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank).


 


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


 


SECTION
3.3.7. Unavailability of LIBO Rate


 


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


 


		a)	adequate and reasonable means would not exist for ascertaining (should the
                                                                                                                                                                                 Floating Rate apply) the LIBO Rate for the relevant Interest Period including, without limitation, because the LIBO Rate is
                                                                                                                                                                                 not available or

                                                                                




 






    26 


     


    

 


	 	 	published on a current basis and such circumstances are unlikely to be temporary; or






 


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



 


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



 


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


 


If no LIBO
Successor Rate has been determined and the circumstances under paragraph a) above exist or the Scheduled Unavailability Date has
occurred (as applicable), the Facility Agent will promptly notify the Borrower and each Lender. Thereafter, the obligation of the
Lenders to fund or maintain the affected part of the Loan (including the Deferred Tranche) at the LIBO Rate (to the extent of the
affected part of the Loan, the Deferred Tranche or Interest Periods) shall be suspended and the Borrower shall pay interest on
such part of the Loan at a rate equal to the sum of the Floating Rate Margin and the weighted average of the cost to the Lenders
of funding the respective portions of the affected part of the Loan (as notified to the Facility Agent and the Borrower no later
than five (5) Business Days prior to the start of the relevant Interest Period). Upon receipt of such notice, the Borrower may
revoke any pending request for a borrowing of, conversion to or continuation of any part of the Loan (to the extent of the affected
part of the Loan, the Deferred Tranche or Interest Periods).


 


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


 






    27 


     


    

 


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


 


SECTION
3.4. Commitment Fees. a) Subject to clause
10.1 of the Novation Agreement, the Borrower agrees to pay to the Facility Agent for the account of each Lender a commitment fee
(the “Commitment Fee”) on its daily unused portion of Maximum Loan Amount (as such amount may be adjusted from time
to time), for the period commencing on the Signing Date and continuing through the earliest to occur (the “Commitment Fee
Termination Date”) of (i) the Actual Delivery Date, (ii) the date upon which the Facility Agent has provided the Borrower
with written notice that the Lenders will not advance the Loan because the Commitments have been terminated pursuant to Section
8.2 or 8.3, (iii) the Commitment Termination Date and (iv) the date the Commitments shall have been terminated in full pursuant
to clause 10.2 of the Novation Agreement. b) Paragraph a) above shall not (but without prejudice to any commitment commission that
has been paid by the Borrower to the Lenders prior to the Deferred Tranche Effective Date) apply to any Lender’s Commitment
in respect of the Deferred Tranche, in respect of which the Borrower agrees to pay to the Facility Agent for the account of each
Lender a commitment fee on the basis, and at the times, set out in a Fee Letter to be entered into on or about the date of the
Second Supplemental Agreement.


 


SECTION
3.4.1. Payment. The Commitment Fee shall
be payable by the Borrower to the Facility Agent for the account of each Lender six-monthly in arrears, with the first such payment
(the “First Commitment Fee Payment”) to be made on the day falling six months following the Signing Date and the final
such payment to be made on the Commitment Fee Termination Date (each date on which a Commitment Fee payment is required to be made
in accordance with this Section 3.4.1 referred to herein as a “Commitment Fee Payment Date”). The Commitment
Fee shall be in the amount in EUR equal to the product of the Applicable Commitment Rate, multiplied by, for each day elapsed since
the preceding Commitment Fee Payment Date (or, in the case of the First Commitment Fee Payment, the Signing Date), 75% of the Maximum
Loan Amount, divided by 360 days.


 


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


 






    28 


     


    

 


ARTICLE
IV


 


CERTAIN LIBO RATE AND OTHER PROVISIONS


 


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


 


 


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


 


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



 


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



 


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



 


then the Facility Agent
shall give notice of such determination (hereinafter called a “Determination Notice”) to the Borrower and each
of the Lenders. The Borrower, the Lenders and the Facility Agent shall then negotiate in good faith in order to agree upon a mutually
satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied
under this Agreement. If the Borrower, the Lenders and the Facility Agent are unable to agree upon an interest rate (or rates)
and interest period (or interest periods) prior to the date occurring fifteen (15) Business Days after the giving of such Determination
Notice, the Facility Agent shall (after consultation with the Lenders) set an interest rate and an interest period (or interest
periods), in each case to take effect at the end of the Interest Period current at the date of the Determination Notice, which
rate (or rates) shall be equal to the sum of the Floating Rate Margin and the weighted average of the corresponding interest
rates at or about 11:00 a.m. (London time) two (2) Business Days before the commencement of the relevant Interest Period on Thomson
Reuters’ pages KLIEMMM, GARBIC01 and FINA01 (or such other pages as may replace Thomson Reuters’ pages


 






    29 


     


    

 


KLIEMMM, GARBIC01
or FINA01 on Thomson Reuters’ service) (or, in the case of clause (c) above, the lesser of (x) the respective cost to
the Lenders of funding the respective portions of the Loan held by the Lenders and (y) such weighted average). The Facility
Agent shall furnish a certificate to the Borrower as soon as reasonably practicable after the Facility Agent has given such Determination
Notice setting forth such rate(s). In the event that the circumstances described in this Section 4.2 shall extend beyond
the end of an interest period agreed or set pursuant hereto, the foregoing procedure shall be repeated as often as may be necessary.


 


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


 


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



 


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



 


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



 


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



 


and
the result of any of the foregoing is either (i) to increase the cost to such Lender of making its portion of the Loan or maintaining
its portion of the Loan or any part thereof, (ii) to reduce the amount of any payment received by such Lender or its effective
return hereunder or on its capital or (iii) to cause such Lender to make any payment or to forego any return based on any amount
received or receivable by such Lender hereunder, then and in any such case if such increase or reduction in the opinion of such
Lender materially affects the


 






    30 


     


    

 


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


 


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


 


SECTION
4.4. Funding Losses. 


 


SECTION
4.4.1. Indemnity. In the event any Lender
shall incur any loss or expense (for the avoidance of doubt excluding loss of profit) by reason of the liquidation or re-employment
(at not less than the market rate) of deposits or other funds acquired by such Lender, to make, continue or maintain any portion
of the principal amount of its portion of the Loan as a result of:


 


		i)	any repayment or prepayment or acceleration of the principal amount of such Lender’s portion
of the Loan, other than any repayment made on the date scheduled for such repayment or (if the Floating Rate applies) any repayment
or prepayment or 



 






    31 


     


    

 


	 	 	acceleration on a date other than the scheduled last day of an Interest Period or otherwise scheduled date for
repayment or payment; or



 


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



 


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


 


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



 


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



 


exceeds:


 


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



 


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



 


Since the Lenders commit themselves
irrevocably to the French Authorities in charge of monitoring the CIRR mechanism, any prepayment (whether voluntary, involuntary
or mandatory, including following the acceleration of the Loan) will be subject to the mandatory payment by the Borrower of the
amount calculated in liaison with the French Authorities two (2) Business Days prior to the prepayment date by taking into account
the differential (the “Rate Differential”) between the CIRR and the prevailing market yield (currently ISDAFIX)
for each installment to be prepaid and applying such Rate Differential to the remaining residual period of such installment and
discounting to the net present value as described below. Each of these Rate Differentials will be applied to the corresponding
installment to be prepaid during the period starting on the date on which such prepayment is required to be made and ending on
the original Repayment Date (as adjusted following any previous prepayments) for such installment and:


 






    32 


     


    

 


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



 


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



 


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


 


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


 


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


 






    33 


     


    

 


claim compensation therefor; provided further that, if the circumstance giving rise to such reductions is retroactive,
then the three-month period referred to above shall be extended to include the period of retroactive effect thereof, but not more
than six months prior to the date that such Lender notifies the Borrower of the circumstance giving rise to such reductions and
of such Lender’s intention to claim compensation therefor.


 


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


 


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


 


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



 


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



 


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



 


Moreover, if any Covered Taxes are directly
asserted against the Facility Agent or any Lender with respect to any payment received or paid by the Facility Agent or such Lender
hereunder, the Facility Agent or such Lender may pay such Covered Taxes and the Borrower will promptly pay such additional amounts
(including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the
payment of such Covered Taxes (including any Covered Taxes on such additional amount) shall equal the amount such person would
have received had no such Covered Taxes been asserted.


 


Any Lender claiming
any additional amounts payable pursuant to this Section agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions and the terms of the BpiFAE Insurance Policy and (if the Fixed Rate applies) the arrangements
with Natixis DAI relating to the CIRR) to change the jurisdiction of its Lending Office if the making of such a change would avoid
the need for, or reduce the amount of, any


 






    34 


     


    

 


such additional amounts that may thereafter accrue and would not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender.


 


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


 


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


 


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


 






    35 


     


    

 


required to be provided (which, in the
case of an Assignee Lender, would be the date on which the original assignor was required to provide such form) or if such form
otherwise is not required hereunder) such Lender (or Assignee Lender or Participant) shall not be entitled to the benefits of this
Section 4.6 with respect to Covered Taxes imposed by reason of such failure.


 


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


 


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


 


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


 


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


 


(iii)          
1/360.


 


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


 


Each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions and the terms of the BpiFAE Insurance Policy and (if
the Fixed Rate applies) the arrangements with Natixis DAI relating to the CIRR) to avoid the requirement of maintaining such reserves
(including by designating a different Lending Office) if such efforts would not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender.


 


SECTION
4.8. Payments, Computations, etc.


 


		a)	Unless otherwise expressly provided, all payments by
the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the



 






    36 


     


    

 


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



 


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



 


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



 


SECTION
4.9. Replacement Lenders, etc. If the Borrower
shall be required to make any payment to any Lender pursuant to Section 4.2(c), 4.3, 4.4, 4.5, 4.6
or 4.7, the Borrower shall be entitled at any time (so long as no Default and no Prepayment Event shall have occurred and
be continuing) within 180 days after receipt of notice from such Lender of such required payment to (a) terminate such Lender’s
Commitment (where upon the Percentage of each other Lender shall automatically be adjusted to an amount equal to such Lender’s
ratable share of the remaining Commitments), (b) prepay the affected portion of such Lender’s Loan in full, together with
accrued interest thereon through the date of such prepayment (provided that the Borrower shall not terminate any Lender’s
Commitment pursuant to clause (a) or prepay any such Lender pursuant to this clause (b) without replacing such Lender pursuant
to the following clause (c) until a 30-day period shall have elapsed during which the Borrower and the Facility Agent shall have
attempted in good faith to replace such Lender), and/or (c) replace such Lender with another financial institution reasonably acceptable
to the Facility Agent and (if the Fixed Rate applies) Natixis DAI, provided that (i) each such transfer shall be either
a transfer of all of the rights and obligations of the transferring Lender under this Agreement or a transfer of a portion of such
rights and obligations made concurrently with another such transfer or other such transfers that together cover all of the rights
and obligations of the transferring Lender under this


 






    37 


     


    

 


Agreement and (ii) no Lender shall be obligated to make any such transfer
as a result of a demand by the Borrower pursuant to this Section unless and until such Lender shall have received one or more payments
from either the Borrower or one or more Assignee Lenders in an aggregate amount at least equal to the aggregate outstanding principal
amount of the Loan owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount
and all other amounts payable to such Lender under this Agreement. Each Lender represents and warrants to the Borrower that, as
of the Signing Date (or, with respect to any Lender not a party hereto on the Signing Date, on the date that such Lender becomes
a party hereto), there is no existing treaty, law, regulation, regulatory requirement, interpretation, directive, guideline, decision
or request pursuant to which such Lender would be entitled to request any payments under any of Sections 4.3, 4.4,
4.5, 4.6 and 4.7 to or for account of such Lender.


 


SECTION
4.10. Sharing of Payments. 


 


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


 


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


 


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


 


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


 


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


 


SECTION
4.10.3. Recovering Lender's rights. On a distribution by the Facility Agent under Section 4.10.2 of a payment
received by a Recovering Lender from the Borrower, as between the Borrower and the Recovering Lender, an amount of the Recovered
Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.


 


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


 






    38 


     


    

 



 


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



 


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



 


SECTION
4.10.5. Exceptions.


 


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



 


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



 


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



 


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



 


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


 


SECTION
4.12. Use of Proceeds. a). The Borrower
shall apply the proceeds of the Loan made available to the Borrower in respect of the Additional Advances for the purpose of making
payments of, or reimbursing the Borrower for payments already made for, the amounts referred to in clauses 5.2, 5.3 and/or 5.4
of the Novation Agreement and, without limiting the foregoing, no proceeds of the Loan will be used to acquire any equity security
of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any “margin stock”,
as defined in F.R.S. Board Regulation U. b) The Deferred Tranche shall be used for the purpose set out in Recital (D) and, accordingly,
the provisions of sub-section a) above shall not apply to the proceeds of the Deferred Tranche.


 






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SECTION
4.13. FATCA Information.


 


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



 


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



 


		(A)	a FATCA Exempt Party; or



 


		(B)	not a FATCA Exempt Party;



 


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



 


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



 


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



 


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



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 





		(iii)	any duty of confidentiality.



 


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



 


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



  






    40


     


    

 


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


 


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



 


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



 


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



 


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


 


SECTION
4.15. Deferred Costs. Independently to any other obligation to pay costs, expenses or interest under or in connection
with this Agreement, the Borrower shall as a separate obligation, also pay to the Facility Agent (for distribution to each Lender)
deferred costs in respect of any drawn portion of the Deferred Tranche at the Deferred Costs Percentage for each Interest Period
during which any part of the Deferred Tranche remains outstanding. Whilst not an interest liability, such deferred costs shall
be charged from and including the first day of the applicable Interest Period in which an amount of the Deferred Tranche is outstanding
to (but not including) the last day of such Interest Period, and will be payable semi-annually in arrears on each Repayment Date.
Any deferred costs payable in accordance with this Section 4.15 shall be calculated on the basis of the actual number of days elapsed
over a year comprised of 360 days.


 


ARTICLE
V


 


CONDITIONS TO BORROWING


 


SECTION
5.1. Advance of the Loan. The obligation
of the Lenders to fund the relevant portion of the Loan to be made available on the Actual Delivery Date shall be subject to the
prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 5.1. The Facility Agent shall
advise the Lenders of the satisfaction of the conditions precedent set forth in this Section 5.1 prior to funding on the
Actual Delivery Date. Save for Section 5.1.12 below, no provision of this Section 5 shall be applicable to a deemed advance
of the Deferred Tranche.


 


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



 






    41


     


    

 


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



 


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


 


(y) Organic
Documents of the Borrower,


 


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


 


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



 


SECTION
5.1.2. Opinions of Counsel. The Facility
Agent shall have received opinions, addressed to the Facility Agent and each Lender from:


 


		a)	Watson Farley & Williams LLP, counsel to the Borrower, as to Liberian Law, covering the matters
set forth in Exhibit B-1 hereto (and which shall be updated to include reference to the Escrow Account Security);



 


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



 


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



 





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


 


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


 


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


 






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Premium) required to be paid by the Borrower pursuant
to Section 11.3 or that the Borrower has otherwise agreed in writing to pay to the Facility Agent, in each case on or prior
to the date of such funding.


 


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


 


		a)	the representations and warranties set forth in Article VI (excluding, however, those set
forth in Section 6.10) shall be true and correct in all material respects except for those representations and warranties that
are qualified by materiality or Material Adverse Effect, which shall be true and correct, with the same effect as if then made;
and



 


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



 


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


 


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



 


		b)	certified as true (by the Builder) copies of the invoice and supporting documents received by the
Builder from the Borrower pursuant to Appendix C of the Construction Contract in relation to the Paid Non-Yard Costs to be financed
as at the time of issue and a declaration from the Borrower and the Builder in substantially the form set forth in Exhibit D hereto
that the requirement for a minimum 30% French content in respect of Non-Yard Costs and change orders in aggregate has been fulfilled;



 


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



  


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



 


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



 


SECTION
5.1.8. Protocol of delivery. The Facility
Agent shall have received a copy of the protocol of delivery and acceptance under the Construction Contract duly signed by the
Builder and the Borrower or Celebrity Apex Inc.


 






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


 


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


 


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


 


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


 


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


 


Provided however the
Borrower shall be entitled, without prejudice to its rights and remedies pursuant to Section 3.3.3, to elect that if at
the Actual Delivery Date the condition


 






    44


     


    

 


precedent in Section 5.1.10 is not satisfied the Floating Rate should apply to the
Loan, such election to be made by notice in writing to the Facility Agent not less than five (5) Business Days prior to the anticipated
Actual Delivery Date in which event, subject to the approval of BpiFAE, the Loan shall bear interest at the Floating Rate and the
condition set out in Section 5.1.10 shall be deemed waived by the Lenders.


 


The ECA Agent (through
the Facility Agent) shall, promptly after the Borrower’s request, advise the Borrower whether it is aware (based solely on
information obtained from Natixis DAI and other French Authorities and/or received from the Lenders at the time of any such request
and without any liability on the ECA Agent for the accuracy of that information) that the condition precedent in Section 5.1.10
will not or may not be satisfied as required by Section 5.1.10.


 


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


 


SECTION
5.1.12. Deferred Tranche. The Deferred Tranche shall only be advanced pursuant to Section 2.3 and Recital (D) if
prior to the date of the first such advance, the ECA Agent and the Facility Agent shall have received:


 


		a)	the BpiFAE Insurance Policy duly signed and issued in respect of the Deferred Tranche either (i)
in an original with ‘wet-ink’ signature(s) or (ii) if the execution of an original of the BpiFAE Insurance Policy is
not practicable at the relevant time (having regard to the logistical difficulties caused by COVID-19), electronically signed and
initialed, together with written confirmation from BpiFAE that (A) such electronic signature is binding upon BpiFAE, (B) BpiFAE
will send an original executed ‘wet-ink’ version of the BpiFAE Insurance Policy to the ECA Agent and the Facility Agent
as soon as practicable (again, having regard to the logistical difficulties caused by COVID-19) and (C) such electronically signed
BpiFAE Insurance Policy is valid and enforceable irrespective of whether the signed and regularized ‘wet-ink’ policy
has at that time been produced and circulated, and in each case, BpiFAE shall not have, prior to any deemed advance of the Deferred
Tranche, delivered to the Facility Agent or the ECA Agent any notice seeking the cancellation, suspension or termination of the
BpiFAE Insurance Policy or the suspension of the deemed advance of the Deferred Tranche under this Agreement;






 


		b)	an opinion from Norton Rose Fulbright LLP, counsel to the Facility Agent and the Lenders, on matters
relating to the conformity of the BpiFAE Insurance Policy issued by BpiFAE in accordance with paragraph a) above with the arrangements
relating to the Deferred Tranche set out in this Agreement;



 


		c)	written confirmation from BpiFAE that the Borrower has paid any additional BpiFAE Premium then
due and payable in respect of the issuance of the BpiFAE Insurance Policy referred to in paragraph a) above (and as contemplated
by clause 5.3 of the Second Supplemental Agreement); and



 






    45


     


    

 


		d)	written confirmation from the Borrower that no Prepayment Event under Section 9.1.11 or 9.1.12
has occurred and is continuing.



 


ARTICLE
VI


 


REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


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


 


		a)	contravene the Borrower’s Organic Documents;



 


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



 


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



 


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



 


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



 


SECTION
6.3. Government Approval, Regulation, etc. No
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or performance by the Borrower of this Agreement or any other Loan Document
(except for authorizations or approvals not required to be obtained on or prior to the Actual Delivery Date or that have been obtained
or actions not required to be taken on or prior to the Actual Delivery Date or that have been taken). The Borrower holds all governmental
licenses,


 






    46


     


    

 


permits and other approvals required to conduct its business as conducted by it on the Actual Delivery Date, except to
the extent the failure to hold any such licenses, permits or other approvals would not have a Material Adverse Effect.


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


SECTION
6.9. Obligations rank pari passu; Liens.



 


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



 






    47


     


    

 


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



 


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


 


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


 


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


 


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


 





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


 


SECTION
6.15. Accuracy of Information. The financial
and other information (other than financial projections or other forward looking information) furnished to the Facility Agent and
the Lenders in writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate controller in connection
with the negotiation of this Agreement is, when taken as a whole, to the best knowledge and belief of the Borrower, true and correct
and contains no misstatement of a fact of a material nature. All financial projections, if any, that have been furnished to the
Facility Agent and the Lenders in writing by or on behalf of the Borrower by its chief financial officer, treasurer or corporate
controller in connection with this Agreement have been or will be prepared in good faith based upon assumptions believed by the
Borrower to be reasonable at the time made (it being understood that such projections are subject to significant uncertainties
and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the projections
will be realized). All financial and other information furnished to the Facility


 






    48


     


    

 


Agent and the Lenders in writing by or on behalf
of the Borrower by its chief financial officer, treasurer or corporate controller after the date of this Agreement shall have been
prepared by the Borrower in good faith.


 


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


 


ARTICLE
VII


 


COVENANTS


 


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


 





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


 


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



 


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



 






    49


     


    

 


	 	 	profit and loss statement) and audited by PricewaterhouseCoopers LLP or another firm of
independent public accountants of similar standing;



 


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



 


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



 


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



 


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



 


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



 


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



 


		i)	as soon as the Borrower becomes aware thereof, notice (with a copy to the ECA Agent and BpiFAE)
of any matter that has, or may, result in a breach of section 7.1.8;



 


		j)	during the Advanced Loan Deferral Period, as soon as available and in any event no later than five
(5) days after the end of each monthly period starting on April 1, 2020, a written report containing cash-flow projections for
the period from the date of the relevant report until 31 March 2022;



 


		k)	during the period commencing upon the expiry of the Advanced Loan Deferral Period and ending on
the date the Deferred Tranche is repaid in full, as soon as available and in any event within thirty (30) days after the end of
each quarterly period starting with the quarterly period commencing on April 1, 2021 and ending on June 30, 2021, a written report
containing cash-flow projections for the 24 months succeeding the date of the relevant quarterly report; and



 






    50


     


    

 


		l)	on one occasion during each calendar year from the start of the Advanced Loan Deferral Period until
the Deferred Tranche has been repaid in full, the environmental plan of the Borrower as required to be published pursuant to the
letter of the Borrower dated April 27, 2020 and which is referred to in the Second Supplemental Agreement,



 


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


 


SECTION
7.1.2. Approvals and Other Consents. The Borrower will obtain (or cause to be obtained) all such governmental licenses,
authorizations, consents, permits and approvals as may be required for (a) the Borrower to perform its obligations under this Agreement
and the other Loan Documents and (b) the operation of the Purchased Vessel in compliance with all applicable laws, except, in each
case, to the extent that failure to obtain (or cause to be obtained) such governmental licenses, authorizations, consents, permits
and approvals would not be expected to have a Material Adverse Effect.


 


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


 


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



 


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



 





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



 


		d)	compliance with all applicable Environmental Laws;



 


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



 


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



 


SECTION
7.1.4. The Purchased Vessel. The Borrower
will:


 






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



 


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



 


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



 


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


 


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


 


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



 


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


 


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


 


		e)	on or before the later of (i) 31 July and (ii) 30 days after its own receipt of a Statement of
Compliance in each calendar year, supply, or procure the supply, to the Facility Agent (for distribution to BpiFAE and the Lenders)
(in each case at the cost of the Borrower) of all information necessary in order for any Lender to comply with its obligations
under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI (as collated and reported to the Purchased
Vessel’s flag state using the verification report submitted to that flag state) and any Statement of Compliance, in each
case relating to the Purchased Vessel for the preceding calendar year, provided always that such information shall be confidential
information for the purposes of Section 11.15 and, accordingly, no Lender shall publicly disclose such information with the identity
of the Purchased Vessel or the Borrower (or, if applicable, the Borrower’s wholly owned Subsidiary that then owns the Purchased
Vessel) without the prior written consent of the Borrower (it being expressly agreed however that, in accordance with the Poseidon
Principles, such information will form part of the information published regarding the relevant Lender’s portfolio climate
alignment).



 





SECTION
7.1.5. Insurance. The Borrower will maintain
or cause to be maintained with responsible insurance companies insurance with respect to the Purchased Vessel against such casualties,
third-party liabilities and contingencies and in such amounts, in each case, as is customary for other businesses of similar size
in the passenger cruise line industry (provided that in no event will the Borrower or any Subsidiary be required to obtain
any business interruption, loss of hire or delay in delivery insurance) and


 






    52


     


    

 


will, upon request of the Facility Agent, furnish to
the Facility Agent (with sufficient copies for distribution to each Lender) at reasonable intervals a certificate of a senior officer
of the Borrower setting forth the nature and extent of all insurance maintained by the Borrower and certifying as to compliance
with this Section.


 


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


 


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


 


SECTION
7.1.8. Performance of shipbuilding contract obligations. The Borrower shall (and shall procure that each of its Subsidiaries
shall) comply with its contractual commitments under and in respect of (i) each shipbuilding contract in existence as at the Deferred
Tranche Effective Date (or which comes into existence at any time in which an amount of the Deferred Tranche remains outstanding)
entered into with the Builder and (ii) any option agreements or similar binding contractual commitments (whether in respect of
a firm order of a vessel or otherwise) in existence at the Deferred Tranche Effective Date (or which comes into existence at any
time in which an amount of the Deferred Tranche remains outstanding) entered into by the Borrower (or its Subsidiary) and the Builder
in connection with the potential entry into a shipbuilding contract at a future point in time (it being agreed that such obligation
shall not require the Borrower or the relevant Subsidiary (as applicable) to exercise any option or other contractual right thereunder),
save that this section 7.1.8 shall be subject to any change of any such shipbuilding contract, option agreement, contract or other
related document if such change has, in consultation with BpiFAE, been agreed between the Borrower or, as the case may be, relevant
Subsidiary and the Builder


 








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


 


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


 






    53


     


    

 


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


 


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


 


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



 


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



 


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



 


		d)	Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness
permitted to be secured under Section 7.2.3(b), at any one time outstanding not exceeding (determined at the time of creation
of such Lien or the incurrence by any Existing Principal Subsidiary of such Indebtedness, as applicable) 10.0% of the total assets
of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent
ended Fiscal Quarter;



 


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



 


		f)	Indebtedness of Silversea Cruise Holding Ltd. and its Subsidiaries (“Silversea”) identified
in Section 1 of Exhibit I hereto.



 





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


 


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



 


		b)	in
addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness in an aggregate principal amount,
together with (but without



 






    54


     


    

 


	 	 	duplication of) Indebtedness permitted under Section 7.2.2(d),
at any one time outstanding not exceeding (determined at the time of creation of such Lien or the incurrence by any Existing Principal
Subsidiary of such indebtedness, as applicable) 10.0% of the total assets of the Borrower and its Subsidiaries (the “Lien
Basket Amount”) taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal
Quarter; provided, however that, if, at any time, the Senior Debt Rating of the Borrower is less than Investment Grade as given
by both Moody’s and S&P, the Lien Basket Amount shall be the greater of (x) 5.0% of the total assets of the Borrower
and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal
Quarter and (y) $735,000,000;



 


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



 


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



 


		e)	Liens securing Government-related Obligations;



 





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



 


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



 


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



 


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



 


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



 


		k)	Liens on Vessels that:



 






    55


     


    

 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


		r)	Liens on any property of Silversea identified in Section 2 of Exhibit I hereto.



 


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


 


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



 






    56


     


    

 


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



 


In addition, if, at any time, the Senior
Debt Rating of the Borrower is less than Investment Grade as given by both Moody’s and S&P, the Borrower will not permit
Stockholders’ Equity to be less than, as at the last day of any Fiscal Quarter, the sum of (i) $4,150,000,000 plus
(ii) 50% of the consolidated net income of the Borrower and its Subsidiaries for the period commencing on January 1, 2007 and ending
on the last day of the Fiscal Quarter most recently ended (treated for these purposes as a single accounting period, but in any
event excluding any Fiscal Quarters for which the Borrower and its Subsidiaries have a consolidated net loss).


 


SECTION
7.2.5. [Intentionally omitted]


 


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


 


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



 


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



 


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


 


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


 


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



 


		(B)	the surviving corporation shall, promptly upon the request
of the Facility Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Facility Agent 



 






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	 	 	or any Lender in order for the Facility Agent or such Lender to carry out and be satisfied it has complied with the results of
all necessary “know your customer” or other similar checks under all applicable laws and regulations.



 


SECTION
7.2.7. Asset Dispositions, etc. The Borrower
will not, and will not permit any of its Subsidiaries to, sell, transfer, contribute or otherwise convey, or grant options, warrants
or other rights with respect to, :


 


all or substantially all of
the assets of (a) the Borrower or (b) the Subsidiaries of the Borrower, taken as a whole, except sales of assets between or among
the Borrower and Subsidiaries of the Borrower.


 


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


 


ARTICLE
VIII


 


EVENTS OF DEFAULT






 


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


 


SECTION
8.1.1. Non-Payment of Obligations. The
Borrower shall default in the payment when due of any principal of or interest (or, in respect of the Deferred Tranche, any deferred
costs payable pursuant to Section 4.15) on the Loan or any Commitment Fee, or the Borrower shall default in the payment of any
fee due and payable under the Fee Letter, provided that, in the case of any default in the payment of any interest (or,
in respect of the Deferred Tranche, any deferred costs) on the Loan or of any Commitment Fee, such default shall continue unremedied
for a period of at least five (5) Business Days after notice thereof shall have been given to the Borrower by the Facility Agent;
and provided further that, in the case of any default in the payment of any fee due and payable under the Fee Letter, such
default shall continue unremedied for a period of at least ten days after notice thereof shall have been given to the Borrower
by the Facility Agent.


 


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



 


SECTION
8.1.3. Non-Performance of Certain Covenants and Obligations.
The Borrower shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document
(other than the


 






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covenants set forth in Sections 7.1.1 i), 7.1.1 j), 7.1.1 k), 7.1.1. l), 7.1.4. e), 7.1.8 and 7.2.4 and
the obligations referred to in Section 8.1.1) and such default shall continue unremedied for a period of five days after
notice thereof shall have been given to the Borrower by the Facility Agent or any Lender (or, if (a) such default is capable of
being remedied within 30 days (commencing on the first day following such five-day period) and (b) the Borrower is actively seeking
to remedy the same during such period, such default shall continue unremedied for at least 35 days after such notice to the Borrower).


 


SECTION
8.1.4. Default on Other Indebtedness. (a)
The Borrower or any of its Principal Subsidiaries shall fail to pay any Indebtedness that is outstanding in a principal amount
of at least $100,000,000 (or the equivalent in other currencies) in the aggregate (but excluding Indebtedness hereunder or with
respect to Hedging Instruments) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or
instrument relating to such Indebtedness; (b) the occurrence under any Hedging Instrument of an Early Termination Date (as defined
in such Hedging Instrument) resulting from (A) any event of default under such Hedging Instrument as to which the Borrower is the
Defaulting Party (as defined in such Hedging Instrument) or (B) any Termination Event (as so defined) as to which the Borrower
is an Affected Party (as so defined) and, in either event, the termination value with respect to any such Hedging Instrument owed
by the Borrower as a result thereof is greater than $100,000,000 and the Borrower fails to pay such termination value when due
after applicable grace periods; or (c) any other event shall occur or condition shall exist under any agreement or instrument evidencing,
securing or relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement
or instrument, if the effect of such event or condition is to cause or permit the holder or holders of such Indebtedness to cause
such Indebtedness to become due and payable prior to its scheduled maturity; or (d) any such Indebtedness shall be declared to
be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption
or by voluntary agreement), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness is required
to be made, in each case prior to the scheduled maturity thereof (other than as a result of any sale or other disposition of any
property or assets under the terms of such Indebtedness); provided that any required prepayment or right to require prepayment
triggered by terms that are certified by the Borrower to be unique to, but customary in, ship financings shall not constitute an
Event of Default under this Section 8.1.4 so long as any required prepayment is made when due. For purposes of determining Indebtedness
for any Hedging Instrument, the principal amount of the obligations under any such instrument at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or any Principal Subsidiary would be required to pay
if such instrument were terminated at such time. This Section 8.1.4 is subject to the further proviso that any breach of financial
covenants equivalent to those in Section 7.2.4 under or in relation to any other BpiFAE-backed facility agreement to which the
Borrower is a party shall not, to the extent that such breach occurs during the Advanced Loan Deferral Period (but without prejudice
to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Advanced Loan Deferral
Period), constitute an Event of Default under this Agreement provided that no Prepayment Event has occurred under Sections 9.1.11
or 9.1.12.


 






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


 


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



 


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



 


		c)	in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment
of a trustee, receiver, sequestrator or other custodian for it or for a substantial part of its property, and such trustee, receiver,
sequestrator or other custodian shall not be discharged within 60 days, provided that in the case of such an event in respect
of the Borrower, the Borrower hereby expressly authorizes the Facility Agent and each Lender to appear in any court conducting
any relevant proceeding during such 60-day period to preserve, protect and defend their respective rights under the Loan Documents;



 


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



 





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



 


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


 


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


 






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ARTICLE
IX


 


PREPAYMENT EVENTS


 


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


 


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


 


SECTION
9.1.2. Unenforceability. Any Loan Document
shall cease to be the legally valid, binding and enforceable obligation of the Borrower (in each case, other than with respect
to provisions of any Loan Document (i) identified as unenforceable in the form of the opinion of the Borrower’s counsel set
forth as Exhibit B-1 or (ii) that a court of competent jurisdiction has determined are not material) and such event shall continue
unremedied for 15 days after notice thereof has been given to the Borrower by the Facility Agent.


 


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


 





SECTION
9.1.4. Non-Performance of Certain Covenants and Obligations.
The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12 or 7.2.4,
provided that any such default in respect of Section 7.2.4 that occurs during the Advanced Loan Deferral Period (but without
prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Advanced Loan
Deferral Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment
Event under Section 9.1.11 or 9.1.12 has occurred, in each case during the Advanced Loan Deferral Period) constitute a Prepayment
Event.


 


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


 


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



 


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



 


SECTION
9.1.6. Condemnation, etc.. The Purchased
Vessel shall be condemned or otherwise taken under color of law or requisitioned and the same shall


 






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continue unremedied for at
least 20 days, unless such condemnation or other taking would not have a Material Adverse Effect.


 


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


 


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


 


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


 


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


 





SECTION
9.1.11. Dividend or New Debt


 


		a)	The Borrower declares, pays or makes or agrees to pay or make, directly or indirectly, any Restricted
Payment, except for (i) dividends or other distributions with respect to its Equity Interests payable solely in additional shares
of its Equity Interests or options to purchase Equity Interests and (ii) Restricted Payments pursuant to and in accordance with
stock option plans or other benefit plans (including with respect to performance shares issued in the ordinary course of business)
for present or former officers, directors, consultants or employees of the Borrower in the ordinary course of business consistent
with past practice;



 


		b)	the Borrower completes a Debt Incurrence;



 


		c)	the Borrower completes an Equity Issuance; or



 


		d)	the Borrower makes any payment of any kind under any shareholder loan other than any payments made
pursuant to that certain $2,200,000,000 Term Loan Agreement, dated as of March 23, 2020, among the Borrower and Morgan Stanley
Senior Funding, Inc., JPMorgan Chase Bank, N.A., BOFA Securities, Inc., BNP Paribas Securities Corp. and Goldman Sachs Bank USA,
as joint lead arrangers and joint bookrunners and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent,



 


or in any case resolves
to do so.


 






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SECTION
9.1.12. Breach of Principles The Borrower shall default in the due performance and observance of the Principles,
including, without limitation, a breach of the covenants set out in Sections 7.1.1 i), 7.1.1 j), 7.1.1 k), 7.1.1. l), 7.1.4. e)
and 7.1.8, and, if capable of remedy, such default shall continue unremedied for a period of ten (10) days after notice thereof
shall have been given to the Borrower by the Facility Agent, provided that, if the default does not otherwise constitute a Default
or a Prepayment Event under another section of this Agreement as amended to date, the Borrower, the Facility Agent, the ECA Agent
and BpiFAE shall negotiate a resolution in good faith for a maximum period of fifteen (15) days after notice thereof shall have
been given to the Borrower by the Facility Agent.


 


SECTION
9.2. Mandatory Prepayment. If any
Prepayment Event (other than a Prepayment Event under Section 9.1.10) shall occur and be continuing, the Facility
Agent, upon the direction of the Required Lenders, shall by notice to the Borrower (a) in the case of a Prepayment Event
(other than a Prepayment Event under Sections 9.1.10, 9.1.11 or 9.1.12), require the Borrower to prepay in full on the
date of such notice all principal of and interest on the Loan and all other Obligations or, in the case of a Prepayment Event
arising under Sections 9.1.11 or 9.1.12, require the Borrower to prepay in full on the date of such notice all
principal of and interest on the Deferred Tranche (and, in such event, the Borrower agrees to so pay the full unpaid amount
of the Loan or the Deferred Tranche, as the case may be, and all accrued and unpaid interest thereon and all other
Obligations in respect thereof), (b) in the case of a Prepayment Event arising under Sections 9.1.11 or 9.1.12,
require that any part of the Deferred Tranche that has not been advanced as at the time of such Prepayment Event shall be
automatically cancelled and, on the Repayment Date on which that portion of the Deferred Tranche would have otherwise been
advanced, the Borrower shall continue to be obliged to make the relevant repayment of the Loan (and thus no deemed advance in
respect of the Deferred Tranche shall occur) and (c) immediately terminate the waiver contained in Section 9.1.4 relating to
the occurrence of any Prepayment Event in respect of Section 7.2.4, such that any breach of Section 7.2.4 in existence as at
the date of the notice from the Facility Agent referred to above or any breach occurring at any time after such notice, shall
constitute a Prepayment Event with all attendant consequences.


 


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


 


ARTICLE
X



THE FACILITY AGENT AND THE ECA AGENT


 


SECTION
10.1. Actions. Each Lender hereby appoints
Citibank Europe plc, UK Branch, as Facility Agent and Sumitomo Mitsui Banking Corporation Europe


 






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


 


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


 


SECTION
10.3. Funding Reliance, etc. Each Lender
shall notify the Facility Agent by 4:00 p.m., London time, one day prior to the advance of the Loan if it is not able to fund the
following day. Unless the Facility Agent shall have been notified by telephone, confirmed in writing, by any Lender by 4:00 p.m.,
London time, on the day prior


 






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to the advance of the Loan that such Lender will not make available the amount which would constitute
its Percentage of the Loan on the date specified therefor, the Facility Agent may assume that such Lender has made such amount
available to the Facility Agent and, in reliance upon such assumption, may, but shall not be obliged to, make available to the
Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Facility
Agent, such Lender and the Borrower severally agree to repay the Facility Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date the Facility Agent made such amount available to the Borrower to the date such
amount is repaid to the Facility Agent, at the interest rate applicable at the time to the Loan without premium or penalty.


 


SECTION
10.4. Exculpation. Neither of the
Agents nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any action
taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith,
except for its own willful misconduct or gross negligence. Without limitation of the generality of the foregoing, each Agent
(i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it and in accordance with
the advice of such counsel, accountants or experts, (ii) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in
connection with this Agreement, (iii) shall not have any duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at
any time of any Default or Prepayment Event or to inspect the property (including the books and records) of the Borrower,
(iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto, (v) shall incur no
liability under or in respect of this Agreement by action upon any notice, consent, certificate or other instrument or
writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties, and (vi)
shall have no responsibility to the Borrower or any Lender on account of (A) the failure of a Lender or the Borrower to
perform any of its obligations under this Agreement or any Loan Document; (B) the financial condition of the Borrower; (C)
the completeness or accuracy of any statements, representations or warranties made in or pursuant to this Agreement or any
Loan Document, or in or pursuant to any document delivered pursuant to or in connection with this Agreement or any Loan
Document; or (D) the negotiation, execution, effectiveness, genuineness, validity, enforceability, admissibility in evidence
or sufficiency of this Agreement or any Loan Document or of any document executed or delivered pursuant to or in connection
with any Loan Document.


 


SECTION
10.5. Successor. The Facility Agent may
resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders and shall resign where required
to do in accordance with Section 4.14, provided that any such resignation shall not become effective until a successor
Facility Agent has been appointed as provided in this Section 10.5 and such successor Facility Agent has accepted such appointment.
If the Facility Agent at any time shall resign, the Required Lenders shall, subject to the immediately preceding proviso and subject
to the consent of the Borrower (such consent not to be unreasonably withheld), appoint another Lender as a successor to the Facility
Agent which shall thereupon become such Facility Agent’s successor hereunder


 






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


 


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



 


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



 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


SECTION
10.11. Employment of Agents. In performing
its duties and exercising its rights, powers, discretions and remedies under or pursuant to this Agreement or the Loan Documents,
each Agent shall be entitled to employ and pay agents to do anything which such Agent is empowered to do under or pursuant to this
Agreement or the Loan Documents (including the receipt of money and documents and the payment of money); provided that,
unless otherwise provided herein, including without limitation Section 11.3,


 






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the employment of such agents shall be for
such Agent’s account, and to act or refrain from taking action in reliance on the opinion of, or advice or information obtained
from, any lawyer, banker, broker, accountant, valuer or any other person believed by such Agent in good faith to be competent to
give such opinion, advice or information.


 


SECTION
10.12. Distribution of Payments. The Facility
Agent shall pay promptly to the order of each Lender that Lender’s Percentage Share of every sum of money received by the
Facility Agent pursuant to this Agreement or the Loan Documents (with the exception of any amounts payable pursuant to the Fee
Letter and any amounts which, by the terms of this Agreement or the Loan Documents, are paid to the Facility Agent for the account
of the Facility Agent alone or specifically for the account of one or more Lenders) and until so paid such amount shall be held
by the Facility Agent on trust absolutely for that Lender.


 


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


 


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


 


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


 


SECTION
10.16. “Know your customer” Checks.
Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by the Facility Agent (for itself)


 






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in order for the Facility Agent to carry out and be satisfied
it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in this Agreement or the Loan Documents.


 


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


 


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


 





ARTICLE
XI


 


MISCELLANEOUS PROVISIONS


 


SECTION
11.1. Waivers, Amendments, etc. The provisions
of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification
or waiver is in writing and consented to by the Borrower and the Required Lenders; provided that no such amendment, modification
or waiver which would:


 


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



 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


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


 


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


 


SECTION
11.2. Notices.


 


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



 


		b)	So
long as Citibank Europe plc, UK Branch is the Facility Agent, the Borrower may provide to the Facility Agent all information,
documents and other materials



 






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



 


		c)	The Borrower agrees that the Facility Agent may make such items included in the Communications
as the Borrower may specifically agree available to the Lenders by posting such notices, at the option of the Borrower, on Intralinks
or any similar such platform (the “Platform”) acceptable to the Borrower. Although the primary web portal is
secured with a dual firewall and a User ID/Password Authorization System and the Platform is secured through a single user per
deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, the Borrower acknowledges that
(i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and
other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available”
and (iii) neither the Facility Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications
or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty
of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Facility Agent or
any of its Affiliates in connection with the Platform.



 


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



 


SECTION
11.3. Payment of Costs and Expenses. The
Borrower agrees to pay on demand all reasonable expenses of the Facility Agent (including the reasonable fees and out-of-pocket
expenses of counsel to the Facility Agent and of local counsel, if any, who may be retained by counsel to the Facility Agent) in
connection with any amendments, waivers, consents, supplements or other modifications to, this Agreement or any other Loan Document
as may from time to time hereafter be required, whether or not the


 






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transactions contemplated hereby are consummated. The Borrower
further agrees to pay, and to save the Facility Agent and the Lenders harmless from all liability for, any stamp, recording, documentary
or other similar taxes arising from the execution, delivery or enforcement of this Agreement or the borrowing hereunder or any
other Loan Documents. The Borrower also agrees to reimburse the Facility Agent and each Lender upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Facility Agent or such Lender in connection
with (x) the negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations and (y)
the enforcement of any Obligations.


 


SECTION
11.4. Indemnification. In
consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments, the
Borrower hereby indemnifies and holds harmless the Facility Agent, each Lender and each of their respective Affiliates and
their respective officers, advisors, directors and employees (collectively, the “Indemnified Parties”)
from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable
fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified
Party (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a
defense in connection therewith), in each case arising out of or in connection with or by reason of this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the
Loans (collectively, the “Indemnified Liabilities”), except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted
primarily from such Indemnified Party’s gross negligence or willful misconduct or the material breach by such
Indemnified Party of its obligations under this Agreement, any other Loan Document, the BpiFAE Insurance Policy or Interest
Stabilisation Agreement and which breach is not attributable to the Borrower’s own breach of the terms of this
Agreement or any other Loan Document or is a claim, damage, loss, liability or expense which would have been compensated
under other provisions of the Loan Documents but for any exclusions applicable thereunder. 


 


In the case of an investigation,
litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an
Indemnified Party or any other person or an Indemnified Party is otherwise a party thereto. Each Indemnified Party shall (a) furnish
the Borrower with prompt notice of any action, suit or other claim covered by this Section 11.4, (b) not agree to any settlement
or compromise of any such action, suit or claim without the Borrower’s prior consent, (c) shall cooperate fully in the Borrower’s
defense of any such action, suit or other claim (provided that the Borrower shall reimburse such indemnified party for its
reasonable out-of-pocket expenses incurred pursuant hereto) and (d) at the Borrower’s request, permit the Borrower to assume
control of the defense of any such claim, other than regulatory, supervisory or similar investigations, provided that (i)
the Borrower acknowledges in writing its obligations to indemnify the Indemnified Party in accordance with the terms herein in
connection with such claims, (ii) the Borrower shall keep the Indemnified Party fully informed with respect to the conduct of the
defense of such claim, (iii) the Borrower shall consult in good faith with the Indemnified Party (from time to time and before
taking any material decision) about the conduct of the defense of such claim, (iv) the Borrower shall conduct the defense of such


 






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claim properly and
diligently taking into account its own interests and those of the Indemnified Party, (v) the Borrower shall employ counsel
reasonably acceptable to the Indemnified Party and at the Borrower’s expense, and (vi) the Borrower shall not enter
into a settlement with respect to such claim unless either (A) such settlement involves only the payment of a monetary sum,
does not include any performance by or an admission of liability or responsibility on the part of the Indemnified Party, and
contains a provision unconditionally releasing the Indemnified Party and each other indemnified party from, and holding all
such persons harmless, against, all liability in respect of claims by any releasing party or (B) the Indemnified Party
provides written consent to such settlement (such consent not to be unreasonably withheld or delayed). Notwithstanding the
Borrower’s election to assume the defense of such action, the Indemnified Party shall have the right to employ separate
counsel and to participate in the defense of such action and the Borrower shall bear the fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the Borrower to represent the Indemnified Party would present such
counsel with an actual or potential conflict of interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the Borrower and the Indemnified Party and the Indemnified Party shall have concluded that there may be
legal defenses available to it which are different from or additional to those available to the Borrower and determined that
it is necessary to employ separate counsel in order to pursue such defenses (in which case the Borrower shall not have the
right to assume the defense of such action on the Indemnified Party’s behalf), (iii) the Borrower shall not have
employed counsel reasonably acceptable to the Indemnified Party to represent the Indemnified Party within a reasonable time
after notice of the institution of such action, or (iv) the Borrower authorizes the Indemnified Party to employ separate
counsel at the Borrower’s expense. The Borrower acknowledges that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its security holders or
creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined
in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified
Party’s gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any
theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of
profits, business or anticipated savings). If and to the extent that the foregoing undertaking may be unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.


 


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


 


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


 






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


 


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


 


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


 





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


 


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



 


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



 


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


 


SECTION
11.11.1. Assignments


 


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


 


(ii) Any Lender,
with notice to the Borrower and the Facility Agent, and, notwithstanding the foregoing clause (i), without the consent of
the Borrower, or the Facility


 






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Agent may assign or transfer (A) to any of its Affiliates, (B) to SFIL or (C) following the occurrence
and during the continuance of an Event of Default under Sections 8.1.1, 8.1.4(a) or 8.1.5, to any other Person, in
each case, all or any fraction of such Lender’s portion of the Loan.


 


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


 


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


 


(v) No Lender may (notwithstanding
the foregoing clauses) assign or transfer any of its rights under this Agreement unless it has given prior written notification
of the transfer to BpiFAE and (if any part of the Loan is accruing interest at the Fixed Rate) Natixis DAI and


 






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has obtained a prior
written consent from BpiFAE and Natixis DAI and any Assignee Lender (other than BpiFAE and CAFFIL as assignee of all or any of
SFIL’s rights as Lender following the enforcement of the security granted pursuant to paragraph (iv) of Section 11.11.1
in connection with the BpiFAE Enhanced Guarantee, subject as provided in Section 11.11.1(iv)) is, if the Fixed Rate applies,
eligible to benefit from the CIRR stabilisation. Any assignment or transfer shall comply with the terms of the BpiFAE Insurance
Policy.


 


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


 


Each Person described
in the foregoing clauses as being the Person to whom such assignment or transfer is to be made, is hereinafter referred to as an
 “Assignee Lender”. Assignments in a minimum aggregate amount of $25,000,000 (or, if less, all of such Lender’s
portion of the Loan and Commitment) (which assignment or transfer shall be of a constant, and not a varying, percentage of such
Lender’s portion of the Loan) are permitted; provided that the Borrower and the Facility Agent shall be entitled to
continue to deal solely and directly with such Lender in connection with the interests so assigned or transferred to an Assignee
Lender until:


 


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



 


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



 


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



 


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


 






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Lender
Assignment Agreement in the amount of $5,000 (and shall also reimburse the Facility Agent and Natixis for any reasonable out-of-pocket
costs, including reasonable attorneys’ fees and expenses, incurred in connection with the assignment).


 


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


 


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



 


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



 


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



 


		d)	no Participant, unless such Participant is an Affiliate of such Lender, shall be entitled to require
such Lender to take or refrain from taking any action hereunder or under any other Loan Document, except that such Lender may agree
with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described
in clauses (b) through (f) of Section 11.1;



 


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



 


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



 


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


 


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


 






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Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.


 


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


 


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


 


SECTION
11.13. BpiFAE Insurance Policy.


 


SECTION
11.13.1. Terms of BpiFAE Insurance Policy


 


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



 


		b)	The BpiFAE Premium will equal 2.35% of the aggregate principal amount of the Loan as at the Actual
Delivery Date.



 


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



 


R = P
x (1 – (1 / (1+2.35%)) x (N / (12 * 365)) x 80%


 


where:


 


“R”
means the amount of the refund;


 


“P”
means the amount of the prepayment;


 


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


 






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P x
(1 – (1 / (1+2.35%)) corresponds to the share of the financed BpiFAE Premium corresponding to P.


 


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


 


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


 


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



 


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



 


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



 


		d)	The ECA Agent shall:



 


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


 


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


 


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


 






    79


     


    

 


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


 


SECTION
11.14. Law and Jurisdiction


 


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


 


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


 


SECTION
11.14.3. Alternative Jurisdiction. Nothing
contained in this Section shall limit the right of the Facility Agent or the Lenders to commence any proceedings against the Borrower
in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Borrower in one or more
jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.


 


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


 


SECTION
11.15. Confidentiality. Each of the
Facility Agent and the Lenders agrees to maintain and to cause its Affiliates to maintain the confidentiality of all
information provided to it by the Borrower or any Subsidiary of the Borrower, or by the Facility Agent on the
Borrower’s or such Subsidiary’s behalf, under this Agreement, and neither it nor any of its Affiliates shall use
any such information other than in connection with or in enforcement of this Agreement or in connection with other business
now or hereafter existing or contemplated with the Borrower or any Subsidiary, except to the extent such information (i) was
or becomes generally available to the public other than as a result of disclosure by it or its Affiliates or their respective
directors, officers, employees and agents, or (ii) was or becomes available on a non-confidential basis from a source other
than the Borrower or any of its Subsidiaries so long as such source is not, to its knowledge, prohibited from disclosing such
information by a legal, contractual or fiduciary obligation to the Borrower or any of its Affiliates; provided, however,
that it may disclose such information (A) at the request or pursuant to any requirement of any self-regulatory body,
governmental


 






    80


     


    

 


body, agency or official to which the Facility Agent, any Lender or any of their respective Affiliates is
subject or in connection with an examination of the Facility Agent, such Lender or any of their respective Affiliates by any
such authority or body, including without limitation the Republic of France and any French Authority; (B) pursuant to
subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable requirement
of law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Facility Agent,
any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise
of any remedy hereunder; (F) to the Facility Agent or such Lender’s independent auditors, counsel, and any other
professional advisors of the Facility Agent or such Lender who are advised of the confidentiality of such information; (G) to
any participant or assignee, provided that such Person agrees to keep such information confidential to the same extent
required of the Facility Agent and the Lenders hereunder; (H) as to the Facility Agent, any Lender or their respective
Affiliates, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the
Borrower or any Subsidiary is party with the Facility Agent, such Lender or such Affiliate; (I) to its Affiliates and its
Affiliates’ directors, officers, employees, professional advisors and agents, provided that each such Affiliate,
director, officer, employee, professional advisor or agent shall keep such information confidential to the same extent
required of the Facility Agent and the Lenders hereunder; (J) to any other party to the Agreement and (K) to the French
Authorities and any Person to whom information is required to be disclosed by the French Authorities. Each of the Facility
Agent and the Lenders shall be responsible for any breach of this Section 11.15 by any of its Affiliates or any of its
or its Affiliates’ directors, officers, employees, professional advisors and agents.


 


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


 


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



 


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



 


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


 


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


 


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


 






    81


     


    

 


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


 


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



 


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



 


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



 


		(ii)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or



 


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



 






    82


     


    

 





IN WITNESS WHEREOF,
the parties hereto have caused this Celebrity Apex (ex hull no. K34) Credit Agreement to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.






 


	 	 	ROYAL CARIBBEAN CRUISES LTD.
	 	 	 
		 	
        By__________________________

        Name:

        Title:

        

        






 


 


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




 






    83


     


    

 


	 	 	SUMITOMO MITSUI BANKING CORPORATION
EUROPE LIMITED, PARIS BRANCH as ECA Agent and a Lender
	 	 	 
	 	 	 
	Commitment	 	 
	 	 	 
	4.25% of the Maximum Loan Amount	 	
        By__________________________

        Name:

        Title:

         

         

         

	 	 	
        1/3/5 rue Paul Cézanne

        75008 Paris

        France

         

        Attention:         Cedric le Duigou

        Guillaume Branco

        Herve Billi

        Claire Lucien

         

        Fax No:           +33 1 44 90 48 01

         

        Tel No:

        Cedric le Duigou:        + 33 1 44 90 48 83

        Guillaume Branco:
              + 33 1 44 90 48 71

        Herve
        Billi:                 +33 1 44 90 48 48

        Claire Lucien:             + 33 1 44 90 48 49

        Helene Ly:                 +33 1 44 90 48 76

        E-mail:

        cedric_leduigou@fr.smbcgroup.com

        guillaume_branco@fr.smbcgroup.com

        herve_billi@fr.smbcgroup.com

        claire_lucien@fr.smbcgroup.com

         

        helene_ly@fr.smbcgroup.com



 






    84


     


    

 








	 	CITIBANK N.A., LONDON BRANCH as 

Global Coordinator and a Lender
	 	 
	 	 
	 	 
	Commitment	 
	 	
	21% of the Maximum Loan Amount 	By__________________________

Name:

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




 






    85


     


    

 








	 	BANCO
BILBAO VIZCAYA ARGENTARIA,

 S.A., PARIS BRANCH as Lender
	 	 
	 	 
	 	 
	Commitment	 
	 	
	0.75% of the Maximum Loan Amount	By__________________________

Name:

Title:
	 	
	 	 
	 	 
	 	 
	 	29 avenue de l'Opéra
	 	75001 Paris
	 	France
	 	 
	 	Attention:	Alessandro Aiello
	 	 	Laura Luca de Tena
	 	 	Shirin Arabsolghar
	 	 	Natalia Herzner
	 	 	 
	 	 	 
	 	Fax No:	+ 34 91.537.00.40
	 	 	 
	 	Tel No:	+33 1 44 86 83 21
	 	 	+34 681 145 468
	 	 	+34 91.537.00.06
	 	 	+ 34 91.537.00.40
	 	 






	 	
        Email:         laura.luca@bbva.com

        alessandro.aiello@bbva.com

              shirin.arabsolghar@bbva.com

        natalia.herzner@bbva.com

        eca.structuring@bbva.com

        hub.stf.monitoring@bbva.com

        



 






    86


     


    

 








	 	BANCO SANTANDER, S.A. PARIS BRANCH


as Lender
	 	 
	 	 
	Commitment	 
	 	 
	15% of the Maximum Loan Amount	By__________________________

Name:

Title:
	 	 
	 	 
	 	
        Facility Office:

         

        374, rue Saint-Honoré

        75001 Paris

        France

         

        Operational address:

         

        Ciudad Financiera

        Avenida de Cantabria s/n

        Edificio Encinar 2a planta

        28600 Boadilla del Monte

        Spain

         

        Fax No:          +34 91 257 1682

         

        Attention:         Elise Regnault

        Julián Arroyo

        Angela Rabanal

        Ecaterina Mucuta

        Vanessa Berrio Vélez

        Ana Sanz Gómez

         

        Tel No:            +34 912893722

        +1 212-297-2919

        +1 212-297-2942

        +33 1 53 53 70 46

        +34 91 289 10 28

        +34 91 289 17 90

         

        E-mail:

        elise.regnault@gruposantander.com

        Julian.Arroyo@santander.us

        arabanal@santander.us




 






    87


     


    

 


	 	
        

        ecaterina.mucuta@gruposantander.com

        vaberrio@gruposantander.com

        anasanz@gruposantander.com

        MiddleOfficeParis@gruposantander.com




 






    88


     


    

  





	 	HSBC FRANCE as Lender
	 	 
	 	 
	 	 
	 	 
	Commitment	 
	 	 
	5.3% of the Maximum Loan Amount	By__________________________

Name:

Title:
	 	 
	 	
        HSBC France – Global Banking Agency
        

Operations (GBAO) Transaction 

Manager Unit



        103 avenue des Champs Elysées

75008 Paris

        France

         

        Attention:         
        Florencia Thomas

        Alexandra Penda

         

        Fax No: +33 1 40 70 28 80

        Tel No: +33 1 49 52 22 60/

        +33 1  41 02 67 50

         

        Email:         
        florencia.thomas@hsbc.fr

                       alexandra.penda@hsbc.fr

         

        Copy to:

         

        HSBC France

        103 avenue des Champs Elysées

        75008 Paris

        France

         

        Attention:         
        Julie Bellais / Céline

        Karsenty

         

        Tel No: +33 1 40 70 28 59 /

         +33
        1 40 70 22 97

         

        Email:                  

        julie.bellais@hsbc.fr

        celine.karsenty@hsbc.fr




 






    89


     


    

  





	 	SOCIÉTÉ GÉNÉRALE
as Lender
	 	 
	 	 
	 	 
	 	 
	Commitment	 
	 	 
	11.52% of the Maximum Loan Amount	By__________________________
 Name:
 Title:

                                                                                 

                                                                                 

	 	
        Société Générale
        Facility Office

        29 Boulevard Haussmann 

        75009 Paris

        France

        

        For operational/servicing matters:

         

        Bouchra BOUMEZOUED / Tatiana 

BYCHKOVA



        Société Générale
        189, rue d’Aubervilliers 

75886

        PARIS CEDEX 18

        OPER/FIN/CAF/DMT6

         

        Phone: +33 1 57 29 13 12 / +33 1 58 98 43
        05

         

        Email:   bouchra.boumezoued@sgcib.com

        tatiana.bychkova@sgcib.com

        par-oper-caf-dmt6@sgcib.com

         

        For credit matters:

         

        Muriel Baumann /Olivier Gueguen

        Société Générale
        189, rue d’Aubervilliers 

75886

        PARIS CEDEX 18

        OPER/FIN/SMO/EXT

         

        Phone: +33 1 58 98 22 76 / +33 1 42 13 07
        52

         

        Email: muriel.baumannn@sgcib.com

        olivier.gueguen@sgcib.com 




 






    90


     


    







 


	 	SFIL as Lender
	 	 
	 	 
	Commitment	 
	 	 
	42.23% of the Maximum Loan Amount	By__________________________
 Name:
 Title:

                                                                                 

                                                                                 

	 	
        1-3, rue de Passeur de Boulogne – CS
        80054

        92861 Issy-les-Moulineaux Cedex 9

        France

         

        Contact Person

        Loan Administration Department:

         

        Direction du Crédit Export:

        Pierre-Marie Debreuille / Anne Crépin

        Direction des Opérations:

        Dominique Brossard / Patrick Sick

         

        Telephone:

        Pierre-Marie Debreuille  
                      +33 1 73 28 87 64

        Anne Crépin  
                                       +33 1 73 28 88 59

        Dominique Brossard      +33 1 73 28 91 93

        Patrick Sick                                    +33 1 73 28 87 66

         

        Email:

        pierre-marie.debreuille@sfil.fr

        anne.crepin@sfil.fr

        dominique.brossard@sfil.fr

        patrick.sick@sfil.fr

        refinancements-export@sfil.fr creditexport_ops@sfil.fr

         

        Fax:       + 33 1 73 28 85 04



 






    91


     


    

 





	 	CITIBANK EUROPE PLC, UK BRANCH

as Facility Agent
	 	 
	 	 
	 	 
	 	 
		By__________________________
 Name:
 Title:

                                                                                 

                                                                                 

	 	 
	 	
        5th Floor Citigroup Centre

        Mail drop CGC2 05-65

        25 Canada Square Canary Wharf

        London E14 5LB

        U.K.

         

        Fax no.:           +44 20 7492 3980

        Attention:         EMEA Loans Agency

        



 






    92


     


    

 


Exhibit
F


Repayment
Schedule


 


	PART
    A - LOAN	 	PART
    B – DEFERRED TRANCHE	 	 
	Edge
    2	 	 	 	 	Debt
    Holiday Tranche	 	 	 	Combined
	 	Opening	Repayment	Closing	 	Opening	Advance	Repayment	Closing	 	Repayment
    / Advance
	27-Mar-20	 	 	$722,189,198.06	 	 	 	 	 	 	 
	27-Sep-20	$722,189,198.06	($30,091,216.59)	$692,097,981.47	 	 	$30,091,216.59	-	$30,091,216.59	 	-
	27-Mar-21	$692,097,981.47	($30,091,216.59)	$662,006,764.89	 	$30,091,216.59	$30,091,216.59	-	$60,182,433.17	 	-
	27-Sep-21	$662,006,764.89	($30,091,216.59)	$631,915,548.30	 	$60,182,433.17	-	($7,522,804.15)	$52,659,629.03	 	($37,614,020.73)
	27-Mar-22	$631,915,548.30	($30,091,216.59)	$601,824,331.72	 	$52,659,629.03	-	($7,522,804.15)	$45,136,824.88	 	($37,614,020.73)
	27-Sep-22	$601,824,331.72	($30,091,216.59)	$571,733,115.13	 	$45,136,824.88	-	($7,522,804.15)	$37,614,020.73	 	($37,614,020.73)
	27-Mar-23	$571,733,115.13	($30,091,216.59)	$541,641,898.55	 	$37,614,020.73	-	($7,522,804.15)	$30,091,216.59	 	($37,614,020.73)
	27-Sep-23	$541,641,898.55	($30,091,216.59)	$511,550,681.96	 	$30,091,216.59	-	($7,522,804.15)	$22,568,412.44	 	($37,614,020.73)
	27-Mar-24	$511,550,681.96	($30,091,216.59)	$481,459,465.37	 	$22,568,412.44	-	($7,522,804.15)	$15,045,608.29	 	($37,614,020.73)
	27-Sep-24	$481,459,465.37	($30,091,216.59)	$451,368,248.79	 	$15,045,608.29	-	($7,522,804.15)	$7,522,804.15	 	($37,614,020.73)
	27-Mar-25	$451,368,248.79	($30,091,216.59)	$421,277,032.20	 	$7,522,804.15	-	($7,522,804.15)	-	 	($37,614,020.73)
	27-Sep-25	$421,277,032.20	($30,091,216.59)	$391,185,815.62	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-26	$391,185,815.62	($30,091,216.59)	$361,094,599.03	 	-	-	-	-	 	($30,091,216.59)
	27-Sep-26	$361,094,599.03	($30,091,216.59)	$331,003,382.44	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-27	$331,003,382.44	($30,091,216.59)	$300,912,165.86	 	-	-	-	-	 	($30,091,216.59)
	27-Sep-27	$300,912,165.86	($30,091,216.59)	$270,820,949.27	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-28	$270,820,949.27	($30,091,216.59)	$240,729,732.69	 	-	-	-	-	 	($30,091,216.59)
	27-Sep-28	$240,729,732.69	($30,091,216.59)	$210,638,516.10	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-29	$210,638,516.10	($30,091,216.59)	$180,547,299.52	 	-	-	-	-	 	($30,091,216.59)
	27-Sep-29	$180,547,299.52	($30,091,216.59)	$150,456,082.93	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-30	$150,456,082.93	($30,091,216.59)	$120,364,866.34	 	-	-	-	-	 	($30,091,216.59)
	27-Sep-30	$120,364,866.34	($30,091,216.59)	$90,273,649.76	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-31	$90,273,649.76	($30,091,216.59)	$60,182,433.17	 	-	-	-	-	 	($30,091,216.59)
	27-Sep-31	$60,182,433.17	($30,091,216.59)	$30,091,216.59	 	-	-	-	-	 	($30,091,216.59)
	27-Mar-32	$30,091,216.59	($30,091,216.59)	$0.00	 	-	-	-	-	 	($30,091,216.59)


 






     


     


    

  


Exhibit
G


The
Principles


 


CRUISE
DEBT HOLIDAY PRINCIPLES


 


This
document sets out the key principles for a temporary suspension of repayments and testing of financial covenants (the “Debt
Holiday”) for BPI France covered loan agreements (“Loan Agreement”) in connection with the financing of cruise
vessels.


 


		1.	Preamble



 


The
current Corona-pandemic impacts the global tourism industry including all cruise operators ("Companies" or if related
to an individual operator "Company"). All cruise ship operation will be ceased or is already ceased globally mainly
due to government order directly or indirectly by port or border closures. The shutdown of cruise operations may have substantial
negative impact on European cruise related jobs as well as on the cruise yards with its vast supplier and subcontractor network.


 


Since
all Companies are effected in the same manner governmental support shall apply to all Companies in a coordinated process with
equal treatment of all cruise operators. The intention of the Debt Holiday Initiative is to provide an interim relief to the Companies
in its debt service obligations under existing financings. Apart from supporting the Companies, it is the firm understanding of
the Lenders together with the respective ECAs that Companies taking advantage of the relief shall use its best endeavors fulfilling
their contractual obligations under their existing shipbuilding contracts with the yard, i.e. do not unreasonably, unduly, and
without consultation delay instalments and scheduled vessel deliveries and work in good faith with the yards to resolve any crisis-related
construction delays.


 


For
the avoidance of doubt, all measures to maintain a sufficient liquidity position of the Company during the crisis and later recovery
phase will be considered reasonably by ECA in regards to the below Terms and Conditions.


 


A
support package which is based on the Terms and Conditions below has been coordinated with BPI France and shall be applicable
to all disbursed and undisbursed BPI France covered (whether benefiting from CIRR cover or not) export financings ("Export
Financing") for the cruise sector.


 


Individual
amendments of loan agreements shall be based on the Terms and Conditions outlined below.


 


		2.	Effective
                                         Date and Term 



 


Debt
Holiday may be applied to all amortization / principal payments of disbursed Export Financings from 01 April 2020 until 31 March
2021 (“Deferred Payments” and also the “Deferral Period”).


 


Debt
Holiday Terms and Conditions shall be effective from Wednesday, 01 April 2020, subject to formal and acceptable amendment to the
existing legal documentation and conditions precedents as customary for this kind of financing (“Closing Date”) being
in place and in full force. Should the legal documentation and/or the conditions precedents not been met by Wednesday, 01 April
2020, the benefit of such Debt Holiday Terms and Conditions shall be made retroactively, whereby inter alia any amortization /
principal payments which have been made between 01 April 2020 included and the Closing Date shall be made available for drawdown
/ reimbursement pursuant to the “ECA New Tranche” as defined here below.


 






    1


     


    

   


		3.	Terms
                                         and Conditions



 


		3.1.	Deferred
                                         Payments 



 


		3.1.1.	Deferred
                                         Payments shall include the sums described in clause 2 as well the sums described in clause
                                         3.4.2.



 


		3.1.2.	Any
                                         Deferred Payments must be redeemed within 5 years (latest until 31. March 2025) irrespective
                                         of remaining tenor of each individual Export Financing.



 


		3.1.3.	Repayment
                                         schedule of Deferred Payments may be determined individually and if remaining tenor of
                                         Export Financing is less than 5 years, prolongation of original final maturity of Export
                                         Financing is possible.



 


		3.1.4.	Deferred
                                         Payments shall be accounted for as a new loan tranche ("ECA New Tranche") which
                                         shall be made available in several drawdowns and in the form of a stretch facility structured
                                         as an additional tranche to the existing Export Financing facility and sharing the security
                                         package of the existing Export Financing facility on a pro-rata, pari-passu basis. Each
                                         relevant drawdown under the ECA New Tranche shall be made at the same time*, and for
                                         the same amount of principal payment, as each relevant Deferred Payment during the Deferral
                                         Period under the original Export Financing. Any drawdown fully available to the Company,
                                         once all relevant condition precedents are met, shall be cancelled if not used by the
                                         Company within 5 business days.



 


[*
or as soon as possible in the case described in paragraph 2. whereby the documentation and the CPs for drawdown under the ECA
Debt Holiday Tranche may not be completed and in full force and effect by the first repayment otherwise due during the Deferral
Period]


 


The
ECA New Tranche shall be priced on a floating rate basis according to the underlying Export Financing Loan Agreement and at the
same margin as the one defined in the Export Financing Loan Agreement, with a separate repayment schedule. For Export Financing
with a remaining tenor of more than 5 years, the Debt Holiday Tranche should be repaid in up to 8 equal half-yearly instalments
beginning on the first regular repayment date after 1 April 2021 (other arrangements possible) due under the relevant Export Financing
if no other repayment scheduled has been agreed and approved by the ECA. Voluntary prepayments of the ECA New Tranche are permitted
at any time, if during interest period breakage cost may apply.


 


		3.1.5.	Additional
                                         imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred
                                         Payments shall be borne by the borrower (or Company). Each funding provider may quote
                                         and charge its individual imputed/calculative funding cost, as may be governed by the
                                         underlying Loan Agreement. Commitment fees shall be due and payable under the ECA New
                                         Tranche from the date of effectiveness of the ECA New Tranche at the rate applicable
                                         under the Export Financing Loan Agreement.



 


		3.2.	Suspension
                                         of Financial Covenant Testing 



 


Testing
of all agreed Financial Covenants on all existing Export Financings (disbursed and undisbursed) may be suspended from 01 April
2020 until 31 March 2021 ("Testing Suspension"), Financial Covenants undertakings according to the Loan Documentation
remain in place but non-compliance shall not trigger an Event of Default as defined under the corresponding Loan Agreement unless
the Company has entered into all-lender restructuring or moratorium, customary bankruptcy or insolvency proceedings.


 


		3.3.	Interest
                                         



 






    2


     


    

 


		3.3.1.	Notwithstanding
                                         any amount otherwise due under the ECA New Tranche, Interest (floating or fixed), (or
                                         commitment fee on undisbursed amounts) and any scheduled ECA premium payments shall continue
                                         to be payable, under the original Export Financing as and when due.



 


		3.3.2.	Agreed
                                         interest margin and fixed interest rate on amounts outstanding including Deferred Payments
                                         shall not be increased due to Debt Holiday, however any agreed margin grid terms according
                                         to the Loan Agreement shall remain effective and will apply.



 


		3.4.	BPI
                                         France Insurance Policy 



 


		3.4.1.	BPI
                                         France cover remains effective under the original Export Financing and shall be available
                                         and extended also in respect of the ECA New Tranche covering the all sums due under the
                                         ECA Debt Holiday including principal (including sums resulting from clause 3.4.2) and
                                         interest.



 


It
shall be a condition precedent to any drawdown under the ECA New
Tranche that BPI France shall issue a new (or revised) “Promesse de Garantie” [followed by a “Police”]
in form and substance acceptable to the relevant lenders, and issued to the ECA agent for the benefit of the lenders under the
relevant Export Financing.


 


		3.4.2.	BPI
                                         France shall be entitled to charge an additional insurance premium on the ECA New Tranche).
                                         Any additional premium on the ECA New Tranche shall be due and payable by the Borrower
                                         in its entirety at the time of the first drawdown under the ECA New Tranche, and may
                                         be financed by an increase of the ECA New Tranche as granted by the lenders (in which
                                         case, such additional amount to benefit from the same ECA cover and a premium on premium
                                         amount to be calculated and applied by the ECA agent).



 


		3.4.3.	It
                                         is an express condition of the support by BPI France in reference to any ECA Debt Holiday
                                         support that the Company (or its relevant subsidiaries) shall undertake to continue to
                                         perform its obligations under any and all signed shipbuilding contracts covered by a
                                         BPI Export Financing, including but not limited to making all scheduled ship building
                                         contract instalments (or such similar arrangement of the same effect), save for any changes
                                         which may be agreed between the shipyard and the Company, in consultation with BPI France.



 


Any
failure to do so shall trigger:


		· 	During
                                         the Deferral Period: a freeze and cancellation of any amounts yet to be drawn under all
                                         ECA New Tranches, and the immediate prepayment of all sums already drawn under the ECA
                                         New Tranches granted to the Company.



		· 	After
                                         the Deferral Period: the immediate termination of all ECA New Tranches and the prepayment
                                         of all sums due and payable under the ECA New Tranches granted to the Company.



 


 


The
Company shall inform promptly BPI France and all Facility Agent of any event under clause 3.4.3 which may trigger any freeze or
prepayment under ECA Debt Holiday Tranche granted under an Export Financing. Any incurred legal and administrative cost shall
be borne by the borrower (or Company).


 


		3.5.	Conditions
                                         / Liquidity measures 



 


		3.5.1.	Any
                                         dividend payment, any share buy-back program or any other distribution or payment to
                                         share capital or shareholders (including repayment of shareholder loans) and/or any new
                                         regular debt (save if raised in consideration of capex already committed by the Company
                                         but not yet financed and / or for the rollover of balloons under existing



 






    3


     


    

 


		 	financings
                                         or the rollover of existing bonds, a list of which shall be provided as part of the Information
                                         Package see 4.2 for the review and acceptance of BPI and the Lenders), or equity issue
                                         (such as bond or new equity emission) by the Company shall trigger mandatory and immediate
                                         prepayment of any outstanding ECA New Tranche and immediate cessation of Testing Suspension.
                                         For the sake of good order, regular debt raised to meet minor capex/investment of less
                                         than [Eur 3 million or its equivalent] shall not trigger a mandatory and immediate prepayment
                                         of any outstanding ECA New Tranche and immediate cessation of Testing Suspension, if
                                         such capex/investment is financed in the ordinary course of business or if paid out of
                                         existing equity by the Company.


 


		3.5.2.	Utilisation
                                         of the ECA New Tranche shall be subject to proof of evidence of sufficient crisis-related
                                         liquidity measures by the Company which shall be documented in the application process
                                         based on the Information Package (see 4.2.).



 


		3.5.3.	Debt
                                         issue by the Company due to financing of any scheduled ship building contract instalments
                                         including but not limited to final instalment at delivery shall not trigger mandatory
                                         and immediate prepayment of any outstanding ECA New Tranches and cessation of Testing
                                         Suspension.



 


		3.5.4.	Crisis
                                         and recovery related debt or equity issue by the Company during Debt Holiday and until
                                         31th December 2021, thereafter upon request and ECA-consent required, and/or prolongation
                                         of existing RCFs shall also not trigger mandatory and immediate prepayment of any outstanding
                                         ECA New Tranche and cessation of Testing Suspension.



 


		3.6.	Costs
                                         and Fees 



 


		3.6.1.	Any
                                         incurred legal and administrative cost (including legal fees incurred at the CIRR Provider)
                                         shall be borne by the borrower (or Company).



 


		3.6.2.	For
                                         the implementation of the ECA New Tranche, Lenders will charge a reasonable handling
                                         fee payable latest at the first drawdown under the ECA New Tranche.



 


		3.6.3.	Additional
                                         imputed/calculative funding cost incurred by funding provider (Lender) due to Deferred
                                         Payments shall be borne by the borrower (or Company). For the avoidance of doubt funding
                                         provider shall only charge the difference between interest paid according to Loan Agreement
                                         on outstanding ECA New Tranche (which borrower continues to pay, see 3.3) and actual
                                         applied cost on the ECA New Tranche.



 


		4.	Procedure
                                         Debt Holiday Application 



 


		4.1.	Company
                                         Level Approach 



 


Each
Company may apply for Debt Holiday with BPI France for all its disbursed and undisbursed Export Financings in one application
per Export Financing facility via the relevant Facility Agent. A list of the relevant Export Financings shall be provided by each
Company to BPI France together with the application or attached to this document.


 


		4.2.	Information
                                         Package 



 


The
Company shall provide to the ECA Agent for the benefit of the ECA and the Lenders a comprehensive information package of the current
situation of the Company and its crisis-related countermeasures, including but not limited to (i) description of the current situation
of the cruise line company, (ii) overview of core financial figures, (iii) preliminary liquidity estimation and cash-flow projections
of the cruise line (including shut down period and recovery phase, and for such period covering at least the Deferral Period and
the following 12 months). For details and as guideline please note the attachment 1 “Debt Holiday Test Scheme – Section
A-E”.


 






    4


     


    

 


		4.3.	Reporting
                                         Requirements 



 


		4.3.1.	During
                                         Debt Holiday the Company shall report regularly on parameters defined in the Debt Holiday
                                         Test Scheme – Section F (see attachment 1) including on a monthly basis during
                                         the Deferral Period, the cash-flow projections for the remaining Deferral Period and
                                         the following 12 months. After the 12 months Debt Holiday initial period, such reporting
                                         shall be limited to a [quarterly] report covering the cash-flow projections for the following
                                         24 trailing months following the quarterly report (in addition to the regular reporting
                                         duties of the Company under the relevant Export Financings).



 


		4.3.2.	Although
                                         testing of Financial Covenants is suspended during Debt Holiday reporting on Financial
                                         Covenants shall be reported according to Loan Agreement.



 


		4.4.	Other
                                         Requirements 



 


		4.4.1.	Each
                                         Company shall apply one Debt Holiday for each of its disbursed Export Financings with
                                         BPI France (no cherry picking) in several applications (one per Export Financing) via
                                         the relevant Facility Agent.



 


		4.4.2.	Company
                                         shall provide to Facility Agent agreed repayment schedule of the ECA New Tranches for
                                         all other affected Export Financings with BPI France.



  


		4.5.	Lenders’
                                         Consent 



 


Each
Facility Agent in coordination with ECA shall coordinate Lenders' consent immediately after Company launched Debt Holiday application
for each Export Financing.


 


		4.6.	Implementation
                                         Timing and BPI France Commission des Garanties and Lenders Credit Committee Subjects



 


For
the avoidance of doubt, no Debt Holiday under an Export Financing may be expressed or implied as being granted until the overall
following process shall be completed:


		-	First
                                         : the signing by the Company on the enclosed Debt Holiday terms and conditions for each
                                         of their Export Financing that will benefit from the BPI Debt Holiday;



		-	Second:
                                         a formal application, together with the supporting information, is sent by the Company
                                         to the Facility Agent, which shall inform BPI France and the Lenders accordingly



		-	Third:
                                         each relevant Lender shall seek internal credit approval, and in parallel BPI France
                                         shall seek the approval from its Commission des Garanties and issue a Promesse de Garantie;



		-	Fourth:
                                         drafting and execution of the legal documentation, together with the formal issuance
                                         of the Police de Garantie under the ECA Debt Holiday Tranche;



		-	Fifth:
                                         once the legal documentation of the Debt Holiday is signed and the CPs are met for drawdown,
                                         then relevant drawdown under the ECA New Tranche may process.



 


 


 


 


 


 


 


 


 






    5


     


    

 


Exhibit
H


Information
Package




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    6


     


    

 





Exhibit
I


Silversea
Liens and Indebtedness


 


	SECTION
        1: Existing Indebtedness of Silversea

         

        (a)
               The obligations of the Borrower or its Subsidiaries in connection with those
        certain Bareboat Charterparties with respect to (i) the vessel SILVER EXPLORER dated July 22, 2011 between Silversea Cruises
        Ltd. and Hammonia Adventure and Cruise Shipping Company Ltd. and (ii) the vessel SILVER WHISPER dated March 15, 2012 between
        Whisper S.p.A. and various lessors, and the replacement, extension, renewal or amendment of each of the foregoing without
        increase in the amount or change in any direct or contingent obligor of such obligations, (the “Existing Silversea
        Leases”);

         

        (b)        Indebtedness
        arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and Silversea
        New Build Eight Ltd., as such agreement may be amended from time to time; and

         

        (c)
               Indebtedness secured by Liens of the type described in Section 2 of this Exhibit
        I.

         

        SECTION
        2: Existing Liens of Silversea

         

        (a)
               Liens securing the $620,000,000 in principal amount of 7.25% senior secured
        notes due 2025 issued by Silversea Cruise Finance Ltd. pursuant that certain Indenture dated as of January 30, 2017;

         

        (b)
               Liens on the vessels SILVER WHISPER and SILVER EXPLORER existing as of the Deferred
        Tranche Effective Date and securing the Existing Silversea Leases (and any Lien on such vessels securing any refinancing
        of the Existing Silversea Leases, so long as such Vessel was subject to a Lien securing the Indebtedness being refinanced
        immediately prior to such refinancing);

         

        (c)
               Liens on the Vessel with Hull 6280 built or to being built at Fincantieri S.p.A.
        and arising pursuant to that certain Bareboat Charterparty dated May 17, 2018 by and between Hai Xing 1702 Limited and
        Silversea New Build Eight Ltd., as such agreement may be amended from time to time (and any Lien on such Vessel securing
        any refinancing of such bareboat charterparty); and

         

        (d)
               Liens securing Indebtedness of the type described in Section 1 of this Exhibit
        I.



 






    1


     


    

 






Schedule 4

Form of Deferred Tranche Effective Date certificate (Celebrity Apex – ex hull no. K34)


 


 


 


Dear
Sirs,


 


Hull
No. K34 – Second Supplemental Agreement dated [l] 2020 (the Second Supplemental Agreement)


 


We,
CITIBANK EUROPE PLC, UK BRANCH, refer to the Second Supplemental Agreement and confirm that all conditions precedent referred
to in clause 4 of the Second Supplemental Agreement have been satisfied and, accordingly, the “Deferred Tranche Effective
Date” for the purposes of the Second Supplemental Agreement is [●] April 2020


 


 


 


Facility
Agent


 


Signed
by ..........................................................................


 


For
and on behalf of CITIBANK EUROPE PLC, UK BRANCH


  



    11


     


    






  


EXECUTION
PAGE – SECOND SUPPLEMENTAL AGREEMENT (HULL K34)


 


	Borrower	 	 	 	 
	 	 	 	 	 
	SIGNED
    by LUCY SHTENKO	 	)	 	 
	for
    and on behalf of	 	)	 	/s/
    LUCY SHTENKO
	ROYAL
    CARIBBEAN CRUISES LTD.	 	)	 	Attorney-in-Fact
	 	 	 	 	 
	Global
    Coordinator	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    ALEX C. TAYLOR
	for
    and on behalf of	 	)	 	Alex
    C. Taylor
	Citibank
    N.A., LOndon Branch	 	)	 	Managing
    Director
	 	 	 	 	 
	 	 	 	 	 
	ECA
    Agent	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    HERVE BILLI
	for
    and on behalf of	 	)	 	Herve
    Billi
	SUMITOMO
    MITSUI BANKING CORPORATION	 	)	 	Authorised
    Signatory
	EUROPE
    LIMITED, PARIS BRANCH	 	)	 	 
	 	 	)	 	/s/
    ROY MOURAD
	 	 	)	 	Roy
    Mourad
	 	 	)	 	Authorized
    Signatory
	 	 	 	 	 
	Facility
    Agent	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    CLAIRE CRAWFORD
	for
    and on behalf of	 	)	 	Claire
    Crawford
	Citibank
    Europe plc, UK Branch	 	)	 	Authorised
    Signatory
	 	 	 	 	 
	 	 	 	 	 
	The
    Mandated Lead Arrangers	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/ ALESSANDRO AIELLO
	for
    and on behalf of	 	)	 	Alessandro
Aiello
	BANCO
    BILBAO VIZCAYA ARGENTARIA, S.A.,	 	)	 	Authorised
    Signatory
	PARIS
    BRANCH	 	)	 	
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    CAROLINE PANTALEAO
	for
    and on behalf of	 	)	 	Caroline
    Pantaleao
	BANCO
    SANTANDER, S.A., PARIS BRANCH	 	)	 	Authorised
    Signatory
	 	 	)	 	 
	 	 	)	 	/s/
    PIERRE ROSEROT DE MELIN
	 	 	)	 	Pierre
    Roserot De Melin
	 	 	)	 	Authorised
    Signatory
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    ALEX C. TAYLOR
	for
    and on behalf of	 	)	 	Alex
    C. Taylor
	Citibank
    N.A., LOndon Branch	 	)	 	Managing
    Director
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    GUY WOELFEL
	for
    and on behalf of	 	)	 	Guy
    Woelfel
	HSBC
    FRANCE	 	)	 	Authorised
    Signatory
	 	 	)	 	 
	 	 	)	 	/s/
    JULIE BELLAIS
	 	 	)	 	Julie
    Bellais
	 	 	)	 	Authorised
    Signatory




 






    


     


    

  


	SIGNED
    by	 	)	 	/s/
    AGNES DESCHENES VOIRIN
	for
    and on behalf of	 	)	 	Agnes
    Deschenes Voirin
	SOCIÉTÉ
    GÉNÉRALE	 	)	 	Authorised
    Signatory
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    KENJI YANAGAWA
	for
    and on behalf of	 	)	 	Kenji
    Yanagawa
	SUMITOMO
    MITSUI BANKING CORPORATION	 	)	 	Managing
    Director
	EUROPE
    LIMITED, PARIS BRANCH	 	)	 	 
	 	 	)	 	/s/
    KUNIAKI NAGANO
	 	 	)	 	Kuniaki
    Nagano
	 	 	)	 	Executive
    Director
	 	 	 	 	 
	The
    Lenders	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    ALESSANDRO AIELLO 
	for
    and on behalf of	 	)	 	Alessandro Aiello 
	BANCO
    BILBAO VIZCAYA ARGENTARIA, S.A.,	 	)	 	Authorised
    Signatory
	PARIS
    BRANCH	 	)	 	
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    CAROLINE PANTALEAO
	for
    and on behalf of	 	)	 	Caroline
    Pantaleao
	BANCO
    SANTANDER, S.A., PARIS BRANCH	 	)	 	Authorised
    Signatory
	 	 	)	 	 
	 	 	)	 	/s/
    PIERRE ROSEROT DE MELIN
	 	 	)	 	Pierre
    Roserot De Melin
	 	 	)	 	Authorised
    Signatory
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    ALEX C. TAYLOR
	for
    and on behalf of	 	)	 	Alex
    C. Taylor
	CITIBANK
    N.A., LONDON BRANCH	 	)	 	Managing
    Director
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    GUY WOELFEL
	for
    and on behalf of	 	)	 	Guy
    Woelfel
	HSBC
    FRANCE	 	)	 	Authorised
    Signatory
	 	 	)	 	 
	 	 	)	 	/s/
    JULIE BELLAIS
	 	 	)	 	Julie
    Bellais
	 	 	)	 	Authorised
    Signatory
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    AGNES DESCHENES VOIRIN
	for
    and on behalf of	 	)	 	Agnes
    Deschenes Voirin
	SOCIÉTÉ
    GÉNÉRALE	 	)	 	Authorised
    Signatory
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    KENJI YANAGAWA
	for
    and on behalf of	 	)	 	Kenji
    Yanagawa
	SUMITOMO
    MITSUI BANKING CORPORATION	 	)	 	Managing
    Director
	EUROPE
    LIMITED, PARIS BRANCH	 	)	 	 
	 	 	)	 	/s/
    KUNIAKI NAGANO
	 	 	)	 	Kuniaki
    Nagano
	 	 	)	 	Executive
    Director
	 	 	 	 	 
	 	 	 	 	 
	SIGNED
    by	 	)	 	/s/
    PM DEBREUILLE
	for
    and on behalf of	 	)	 	PM
    Debreuille
	SFIL	 	)	 	Director
    Credit Export SFIL
	 	 	)	 	 
	 	 	)	 	/s/
    BENJAMIN PHILIPPAERTS
	 	 	)	 	Benjamin
    Philippaerts
	 	 	)	 	Director
    Credit Export