Common use of HSBC CORPORATE TRUSTEE Clause in Contracts

HSBC CORPORATE TRUSTEE. COMPANY (UK) LIMITED, as security trustee (the "Security Trustee") BACKGROUND (A) By the Original Facility Agreement, the Lenders agreed to make available to the Borrower a facility of (originally) up to €663,900,414.94 and the amount of the SACE Premium for the purpose of assisting the Borrower in financing (a) the 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). (B) Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "February 2021 Amendment and Restatement Agreement"), and further amended and restated pursuant to an amendment and restatement agreement dated 17 June 2021 (the "June 2021 Amendment and Restatement Agreement"), pursuant to which the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement (as amended pursuant to the February 2021 Amendment and Restatement Agreement). Pursuant to such amendments, the amount of the Facility was increased to an Amended Maximum Loan Amount of €682,170,727.38. (C) By a supplemental agreement dated 23 December 2021 and made between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "December 2021 Amendment Agreement"), the Parties agreed to, inter alia, amend certain financial covenants and certain other provisions under the Original Facility Agreement (as amended by the February 2021 Amendment and Restatement Agreement and the June 2021 Amendment and Restatement Agreement) (as further defined below, the "Facility Agreement"). (D) The Parties have agreed to amend and supplement the Facility Agreement as set out in this Agreement for the purposes of, inter alia, amending certain financial covenants and certain other provisions under the Facility Agreement. OPERATIVE PROVISIONS

HSBC CORPORATE TRUSTEE. COMPANY (UK) LIMITED, as security trustee (the "Security Trustee") BACKGROUND (A) By the Original Facility Agreement, the Lenders agreed to make available to the Borrower a facility of (originally) the Dollar Equivalent of up to €663,900,414.94 462,960,000 and the amount of the SACE Premium (but not exceeding $690,718,070.54) for the purpose of assisting the Borrower in financing (a) the 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). (B) Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "February 2021 Amendment and Restatement Agreement"), and further amended and restated pursuant to an amendment and restatement agreement dated 17 June 2021 (the "June 2021 Amendment and Restatement Agreement"), pursuant to which the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement (as amended pursuant to the February 2021 Amendment and Restatement Agreement). Pursuant to such amendments, the amount of the Facility was increased to an Amended Maximum Loan Amount of €682,170,727.38$790,858,446.98. (C) By a supplemental agreement dated 23 December 2021 and made between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "December 2021 Amendment Agreement"), the Parties agreed to, inter alia, amend certain financial covenants and certain other provisions under the Original Facility Agreement (as amended by the February 2021 Amendment and Restatement Agreement and the June 2021 Amendment and Restatement Agreement) (as further defined below, the "Facility Agreement"). (D) The Parties have agreed to amend and supplement the Facility Agreement as set out in this Agreement for the purposes of, inter alia, amending certain financial covenants and certain other provisions under the Facility Agreement. OPERATIVE PROVISIONS

HSBC CORPORATE TRUSTEE. COMPANY (UK) LIMITED, as security trustee (the "Security Trustee") BACKGROUND (A) By the Original Facility Agreement, the Lenders agreed to make available to the Borrower a facility of (originally) the Dollar equivalent of up to €663,900,414.94 640,000,000 and the amount of the SACE Premium (but not exceeding $954,854,771.78) for the purpose of assisting the Borrower in financing (a) the 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). (B) Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "February 2021 Amendment and Restatement Agreement"), and further amended and restated pursuant to an amendment and restatement agreement dated 17 June 2021 (the "June 2021 Amendment and Restatement Agreement"), pursuant to which the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement (as amended pursuant to the February 2021 Amendment and Restatement Agreement). Pursuant to such amendments, the amount of the Facility was increased to an Amended Maximum Loan Amount of €682,170,727.38$981,132,048.65. (C) By a supplemental agreement dated 23 December 2021 and made between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "December 2021 Amendment Agreement"), the Parties agreed to, inter alia, amend certain financial covenants and certain other provisions under the Original Facility Agreement (as amended by the February 2021 Amendment and Restatement Agreement and the June 2021 Amendment and Restatement Agreement) (as further defined below, the "Facility Agreement"). (D) The Parties have agreed to amend and supplement the Facility Agreement as set out in this Agreement for the purposes of, inter alia, amending certain financial covenants and certain other provisions under the Facility Agreement. OPERATIVE PROVISIONS

HSBC CORPORATE TRUSTEE. COMPANY (UK) LIMITED, as security trustee (the "Security Trustee") BACKGROUND (A) By the Original Facility Agreement, the Lenders agreed to make available to the Borrower a facility of (originally) up to €663,900,414.94 480,248,962.66 and the amount of the SACE Premium for the purpose of assisting the Borrower in financing (a) the 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). (B) Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "February 2021 Amendment and Restatement Agreement"), and further amended and restated pursuant to an amendment and restatement agreement dated 17 June 2021 (the "June 2021 Amendment and Restatement Agreement"), pursuant to which the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement (as amended pursuant to the February 2021 Amendment and Restatement Agreement). Pursuant to such amendments, the amount of the Facility was increased to an Amended Maximum Loan Amount of €682,170,727.38493,465,249.92. (C) By a supplemental agreement dated 23 December 2021 and made between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "December 2021 Amendment Agreement"), the Parties agreed to, inter alia, amend certain financial covenants and certain other provisions under the Original Facility Agreement (as amended by the February 2021 Amendment and Restatement Agreement and the June 2021 Amendment and Restatement Agreement) (as further defined below, the "Facility Agreement"). (D) The Parties have agreed to amend and supplement the Facility Agreement as set out in this Agreement for the purposes of, inter alia, amending certain financial covenants and certain other provisions under the Facility Agreement. OPERATIVE PROVISIONS

HSBC CORPORATE TRUSTEE. COMPANY (UK) LIMITED, as security trustee (the "Security Trustee") BACKGROUND (A) By the Original Facility AgreementAgreement (as defined below), the Lenders agreed to make available to the Borrower a facility of (originally) the Dollar Equivalent of up to €663,900,414.94 378,800,000 and the amount of the SACE Premium (but not exceeding $565,154,668.05) for the purpose of assisting the Borrower in financing (a) the 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). (B) Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, the Original Facility Agreement was amended and restated pursuant to an amendment and restatement agreement dated 17 February 2021 (the "February 2021 Amendment and Restatement Agreement"), and further amended and restated pursuant to an amendment and restatement agreement dated 17 June 2021 (the "June 2021 Amendment and Restatement Agreement"), pursuant to which the parties agreed to the temporary suspension of certain covenants under the Guarantee and addition of certain covenants under the Original Facility Agreement (as amended pursuant to the February 2021 Amendment and Restatement Agreement). Pursuant to such amendments, the amount of the Facility was increased to an Amended Maximum Loan Amount of €682,170,727.38$580,707,531.30). (C) By a supplemental agreement dated 23 December 2021 and made between, amongst others, the Borrower, the Facility Agent and the SACE Agent (the "December 2021 Amendment Agreement"), the Parties agreed to, inter alia, amend certain financial covenants and certain other provisions under the Original Facility Agreement (as amended by the February 2021 Amendment and Restatement Agreement and the June 2021 Amendment and Restatement Agreement) (as further defined below, the "Facility Agreement"). (D) The Parties have agreed to amend and supplement the Facility Agreement as set out in this Agreement for the purposes of, inter alia, amending certain financial covenants and certain other provisions under the Facility Agreement. OPERATIVE PROVISIONS