Common use of HSBC CORPORATE TRUSTEE COMPANY Clause in Contracts

HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales (with registered number 06447555) whose registered office is at 8 Xxxxxx Xxxxxx, Xxxxxx X00 0XX as security trustee on behalf of the Secured Parties (the "Security Trustee", which expression includes its successors, transferees and assigns) BACKGROUND (A) By a shipbuilding contract dated 21 October 2016 (as amended from time to time including on 26 July 2018) (the "Shipbuilding Contract") entered into between (i) Fincantieri S.p.A, a company incorporated in Italy with registered office in Trieste, vxx Xxxxxx, 0, and having fiscal code 00397130584 (the "Builder") and (ii) Lxxxxxxx Six, Ltd. (the "Borrower"), the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a 3,300 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract. (B) By a loan agreement dated 19 December 2018 (as amended from time to time), and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrower, a facility of up to six hundred and forty million Euros (€ 640,000,000) and the amount of the SACE Premium (but not exceeding six hundred and sixty three million, nine hundred thousand, four hundred and fourteen Euros and ninety four cents (€ 663,900,414.94)) for the purpose of assisting the Borrower, in financing (a) payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein). (C) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.

HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales (with registered number 06447555) whose registered office is at 8 Xxxxxx Xxxxxx, Xxxxxx X00 0XX as security trustee on behalf of the Secured Parties (the "Security Trustee", which expression includes its successors, transferees and assigns) BACKGROUND (A) By a shipbuilding contract dated 21 October 2016 25 May 2018 (as amended from time to time including on 26 July 2018time) (the "Shipbuilding Contract") entered into between (i) Fincantieri S.p.A, a company incorporated in Italy with registered office in Trieste, vxx Xxxxxx, 0, and having fiscal code 00397130584 (the "Builder") and (ii) Lxxxxxxx SixExplorer III New Build, Ltd. LLC (the "Borrower"), the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a 3,300 740 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract. (B) By a loan agreement dated 19 December 2018 (as amended from time to time), and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrower, a facility of the Dollar Equivalent of up to six three hundred and forty seventy eight million and eight hundred thousand Euros (€ 640,000,000378,800,000) and the amount of the SACE Premium (but not exceeding five hundred and sixty five million, one hundred and fifty four thousand, six hundred and sixty three million, nine hundred thousand, four hundred eight Dollars and fourteen Euros and ninety four five cents (€ 663,900,414.94)) for the purpose of assisting the Borrower, in financing (a) payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein)$ 565,154,668. (C) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.

HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales (with registered number 06447555) whose registered office is at 8 Xxxxxx Xxxxxx, Xxxxxx X00 0XX as security trustee on behalf of the Secured Parties (the "Security Trustee", which expression includes its successors, transferees and assigns) BACKGROUND (A) By a shipbuilding contract dated 21 31 October 2016 2018 (as amended from time to time including on 26 July 2018time) (the "Shipbuilding Contract") entered into between (i) Fincantieri S.p.A, a company incorporated in Italy with registered office in Trieste, vxx Xxxxxx, 0, and having fiscal code 00397130584 (the "Builder") and (ii) Lxxxxxxx SixO Class Plus Two, Ltd. LLC (the "Borrower"), the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a 3,300 1,258 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract. (B) By a loan agreement dated 19 December 2018 (as amended from time to time), and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrower, a facility of up to six four hundred and forty sixty two million and nine hundred and sixty thousand Euros (€ 640,000,000462,960,000) and the amount of the SACE Premium (but not exceeding six four hundred and eighty million, two hundred and forty eight thousand, nine hundred and sixty three million, nine hundred thousand, four hundred and fourteen two Euros and ninety four sixty six cents (€ 663,900,414.94480,248,962.66)) for the purpose of assisting the Borrower, in financing (a) payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein). (C) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.

HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales (with registered number 06447555) whose registered office is at 8 Xxxxxx Xxxxxx, Xxxxxx X00 0XX as security trustee on behalf of the Secured Parties (the "Security Trustee", which expression includes its successors, transferees and assigns) BACKGROUND (A) By a shipbuilding contract dated 21 31 October 2016 2018 (as amended from time to time including on 26 July 2018time) (the "Shipbuilding Contract") entered into between (i) Fincantieri S.p.A, a company incorporated in Italy with registered office in Trieste, vxx Xxxxxx, 0, and having fiscal code 00397130584 (the "Builder") and (ii) Lxxxxxxx SixO Class Plus One, Ltd. LLC (the "Borrower"), the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a 3,300 1,258 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract. (B) By a loan agreement dated 19 December 2018 (as amended from time to time), and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrower, a facility of the Dollar Equivalent of up to six four hundred and forty sixty two million and nine hundred and sixty thousand Euros (€ 640,000,000462,960,000) and the amount of the SACE Premium (but not exceeding six hundred and sixty three ninety million, nine hundred thousand, four seven hundred and fourteen Euros eighteen thousand and ninety seventy Dollars and fifty four cents (€ 663,900,414.94)) for the purpose of assisting the Borrower, in financing (a) payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein)$ 690,718,070. (C) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.

HSBC CORPORATE TRUSTEE COMPANY. (UK) LIMITED, a company incorporated in England and Wales (with registered number 06447555) whose registered office is at 8 Xxxxxx Xxxxxx, Xxxxxx X00 0XX as security trustee on behalf of the Secured Parties (the "Security Trustee", which expression includes its successors, transferees and assigns) BACKGROUND (A) By a shipbuilding contract dated 21 October 2016 (as amended from time to time including on 26 July 2018) (the "Shipbuilding Contract") entered into between (i) Fincantieri S.p.A, a company incorporated in Italy with registered office in Trieste, vxx Xxxxxx, 0, and having fiscal code 00397130584 (the "Builder") and (ii) Lxxxxxxx SixFive, Ltd. (the "Borrower"), the Builder has agreed to design, construct and deliver, and the Borrower has agreed to purchase, a 3,300 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract. (B) By a loan agreement dated 19 December DECEMBER 2018 (as amended from time to time), and made between (i) the Borrower, (ii) the Lenders, (iii) the Joint Mandated Lead Arrangers, (iv) the Facility Agent, (v) the SACE Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrower, a facility of the Dollar Equivalent of up to six hundred and forty million Euros euros (€ 640,000,000) and the amount of the SACE Premium (but not exceeding six nine hundred and sixty three fifty four million, nine eight hundred and fifty four thousand, four seven hundred and fourteen Euros seventy one Dollars and ninety four seventy eight cents (€ 663,900,414.94$ 954,854,771.78)) for the purpose of assisting the Borrower, in financing (a) payment or reimbursement under the Shipbuilding Contract of all or part of 80% of the Final Contract Price up to the Eligible Amount and (b) reimbursement to the Borrower of 100% of the First Instalment of the SACE Premium paid by it to SACE and payment to SACE of 100% of the Second Instalment of the SACE Premium (as defined therein). (C) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the Loan Agreement.