Common use of Obligors Clause in Contracts

Obligors. 1.1 A copy of the constitutional documents of each Obligor. 1.2 A copy of a resolution of the board of directors of each Obligor: (a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party and resolving that such Obligor execute the Finance Documents to which it is a Party; (b) authorising a specified person or persons to execute the Finance Documents to which such Obligor is a Party on its behalf; and (c) authorising a specified person or persons, on such Obligor’s behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Finance Documents to which it is a Party. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 1.4 A certificate of each Obligor (signed by a director or other duly authorised officer) confirming that entering into and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.5 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested by the Agent. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.

Obligors. 1.1 A copy of the constitutional documents Constitutional Documents of each Obligor, Holdco and Opco. 1.2 A copy of a resolution of the board of directors of each Obligor, Holdco and Opco: (a) 1.2.1 approving the terms of, and the transactions contemplated by, the Finance Transaction Documents to which it is a Party party and resolving that such Obligor execute it execute, deliver and perform the Finance Transaction Documents to which it is a Partyparty; (b) 1.2.2 authorising a specified person or persons to execute the Finance Transaction Documents to which such Obligor it is a Party party on its behalf; and; (c) 1.2.3 authorising a specified person or persons, on such Obligor’s its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Notice of Drawdown) to be signed and/or despatched by such Obligor it under or in connection with the Finance Transaction Documents to which it is a Partyparty; 1.2.4 in the case of Holdco, Opco or an Obligor (other than Plateau), authorising Plateau to act as its agent in connection with the Transaction Documents; and 1.2.5 in the case of Opco and Holdco containing a statement that the board is satisfied that the requirements set out in section 38(2A)(a) have been met. 1.3 A specimen of the signature of each person authorised by the resolution resolutions referred to in paragraph 1.2 aboveabove in relation to the Transaction Documents and related documents. 1.4 A certificate of each Obligor Obligor, Holdco and Opco (signed by a director director, or other duly authorised officera trustee in the case of the Pelawan Trust) confirming that entering into and performing its obligations under borrowing or guaranteeing or securing, as appropriate, in terms of the Finance Transaction Documents to which it is a party would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on such Obligor it to be exceeded. 1.5 A certificate of an authorised signatory of each Obligor Obligor, Holdco and Opco certifying that each copy document relating to it specified in this paragraph 1 of Schedule 2 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement. 1.6 Where any Evidence that the shareholder(s) of Opco, Holdco, Plateau and Pelawan SPV have passed the necessary ordinary and special resolutions in order to: 1.6.1 give effect to the issuance of the respective preference shares pursuant to the Finance Document is executed Documents; and 1.6.2 in the case of Opco and Holdco sanction the granting of financial assistance pursuant to the Transaction Documents under a power section 38(2A)(b) of attorneythe Xxxxxxxxx Xxx, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business 0000; in a jurisdiction of form agreed by the United StatesLender, copies of good standing certificates from and that the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted special resolutions have been registered with the relevant Governmental Authority, as requested by the AgentRegistrar of Companies. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.

Obligors. 1.1 (a) A copy of the constitutional documents of each ObligorObligor or a certificate of an authorised signatory of each relevant Obligor certifying that the constitutional documents previously delivered to the Facilities Agent for the purposes of the Principal Agreement have not been amended and remain in full force and effect. 1.2 (b) A copy of a resolution of the board of directors of each Obligor:Obligor (and/or executive committees thereof and if required by its existing by-laws, a copy of the resolution of the meeting of the Shareholders of each of Costa Crociere S.p.A. and Societa di Crociere Mxxxxxxx S.r.l.): (ai) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party this Amendment Agreement and resolving that such Obligor it execute the Finance Documents to which it is a Partythis Amendment Agreement; (bii) authorising a specified person or persons to execute the Finance Documents to which such Obligor is a Party this Amendment Agreement on its behalf; and, or a certificate of an authorised signatory of each relevant Obligor certifying that the resolutions of the board of directors of the relevant Obligor (and/or executive Committees thereof) which were passed in relation to the Principal Agreement and any amendments thereto have not been amended or revoked and remain in full force and effect, and are sufficient for approving the terms of, and the transactions contemplated by, and authorising the execution of this Amendment Agreement. (c) authorising a specified person or persons, on such Obligor’s behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Finance Documents to which it is a Party. 1.3 A specimen of the signature of each person who executes the Amendment Agreement and who is authorised by the resolution referred to in paragraph 1.2 (b) above. 1.4 A certificate of each Obligor (signed by a director or other duly authorised officerd) confirming that entering into and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.5 A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph Schedule 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Amendment Agreement. 1.6 Where any (e) A legal opinion of Cxxxxxxx Chance LLP, English law legal advisers to the Arrangers and the Facilities Agent, addressed to the Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorneyParties. 1.7 For (f) A certificate of registration (certificato di iscrizione) of each Obligor organised in or qualified to do business in a jurisdiction of Costa Crociere S.p.A. and Societa di Crociere Mxxxxxxx S.r.l. with the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each relevant Companies Register dated a recent date not earlier than 5 Business Days prior to the date hereofof this Amendment Agreement, confirming that no 5 insolvency procedures have been started in relation to, respectively, Costa Crociere S.p.A. and Societa di Crociere Mxxxxxxx S.r.l. 1.8 For (g) A confirmation, executed as a deed, by Carnival plc of its Deed of Guarantee. (h) A confirmation, executed as a deed, by the Account Party and Company of its Deed of Guarantee. (i) A legal opinion of Txxxx, Lxxxxxx y Axxxxx, Panama law legal advisers, addressed to the GuarantorFinance Parties. (j) A legal opinion of Cxxxxxxx Chance LLP, results New York State law legal advisers addressed to the Finance Parties. (k) A legal opinion of UCC Pxxxxxx Coie LLP, Washington State law legal advisers, addressed to the Finance Parties. (l) A legal opinion of Cxxxxxxx Chance Studio Legale Associato, Italian law legal advisers, addressed to the Finance Parties. 6 Schedule 2 Amendments to the Principal Agreement All references in this Schedule to a “Clause”, “Paragraph” or other lien searches “Schedule” are references to be conducted with the relevant Governmental Authoritythat clause, paragraph or schedule, as requested the case may be, in the Principal Agreement as in effect immediately prior to the Effective Date. 1 On the front page of the Principal Agreement the words “SANPAOLO IMI S.p.A.” shall be deleted and replaced by the Agentwords “Intesa SANPAOLO S.p. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour A.”. 2 In Recital 5 of the Security Trustee, reflecting Principal Agreement the Account Party as words “debtorSANPAOLO IMI S.p.A.” shall be deleted and replaced by the words “Intesa SANPAOLO S.p.A.1” and the Security Trustee as following footnote shall be inserted at the foot of the page: “secured partyThis is the surviving entity following the merger of SANPAOLO IMI S.p.A. and Banco Intesa S.p.A.” 3 All references in the Principal Agreement, except those in Schedule 12, to “Princess Cruise & Tours, Inc.” shall be deleted and replaced by references to “Princess Cruises and Tours, Inc.”.

Obligors. 1.1 (a) A copy of the constitutional documents of each ObligorObligor (in relation to CNV, its deed of incorporation, articles of association and recent extract from the Dutch trade register (handelsregister)) or a certificate of an authorised signatory of a relevant Obligor certifying that the constitutional documents previously delivered to the Agent for the purposes of the Original Facility Agreement have not been amended and remain in full force and effect as at the Effective Date. 1.2 (b) A copy of a resolution of the board of directors or equivalent body of each Obligor: (ai) approving the terms of, and the transactions contemplated by, the New Finance Documents to which it is a Party party and resolving that such Obligor it execute the New Finance Documents to which it is a Partyparty; (bii) authorising a specified person or persons to execute the New Finance Documents to which such Obligor it is a Party party on its behalf; and; (ciii) authorising a specified person or persons, on such Obligor’s its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by such Obligor it under or in connection with the New Finance Documents to which it is a Partyparty; and (iv) in relation to CNV: (A) stating that entering into the New Finance Documents to which it is a party is allowed by CNV’s articles of association, and serves the best interest of CNV within the meaning of section 2:7 Dutch Civil Code (or equivalent legislation in its Relevant Jurisdiction if applicable), in form and substance acceptable to the Agent; (B) including a confirmation that it does not have a works council (ondernemingsraad); and (C) confirming that there is no conflict of interest or, if there is, that the general meeting of shareholders has not appointed any other person to act for CNV with regard to the transaction. 1.3 (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 (b) above. 1.4 A certificate of each Obligor (signed by a director or other duly authorised officerd) confirming that entering into and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.5 A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date Effective Date. (e) A copy of a resolution signed by all the holders of the issued shares in each Obligor (except CNV), approving the terms of, and the transactions contemplated by, this Agreement. 1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested by the Agent. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.

Obligors. 1.1 A copy of the constitutional documents of each Transaction Obligor. 1.2 A copy of a resolution of the board of directors of each Transaction Obligor: (a) approving the terms of, and the transactions contemplated by, the Finance New Documents to which it is a Party party and resolving that such Obligor it execute the Finance New Documents to which it is a Partyparty; (b) authorising a specified person or persons to execute the Finance New Documents to which such Obligor it is a Party party on its behalf; and (c) authorising a specified person or persons, on such Obligor’s its behalf, to sign and/or despatch all documents and notices (including, if relevant, a Utilisation Request) to be signed and/or despatched by such Obligor under it under, or in connection with with, the Finance New Documents to which it is a Partyparty. 1.3 An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the New Documents to which it is a party. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 1.4 1.5 A copy of a resolution signed by the Guarantor as the holder of all the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, the New Documents to which the Borrower is a party. 1.6 A copy of a certificate of each Obligor (signed by a director or other duly authorised an officer) confirming that entering into borrowing or guaranteeing, as appropriate, the Total Commitments (as defined in the Amended and performing its obligations under the Finance Documents Restated Facility Agreement) would not cause any borrowing, guaranteeing or similar limit binding on such that Obligor to be exceeded. 1.5 1.7 A copy of a certificate of each Transaction Obligor that is incorporated outside the UK (signed by an officer) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies. 1.8 A copy of a certificate of an authorised signatory officer of each Transaction Obligor certifying that each copy document relating to it specified in this paragraph Schedule 1 of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested by the Agent. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.

Obligors. 1.1 A copy of the constitutional documents of each ObligorTransaction Obligor and the Approved Manager. 1.2 A copy of a resolution of the board of directors of each ObligorTransaction Obligor and the Approved Manager: (a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party party and resolving that such Obligor it execute the Finance Documents to which it is a Partyparty; (b) authorising a specified person or persons to execute the Finance Documents to which such Obligor it is a Party party on its behalf; and (c) authorising a specified person or persons, on such Obligor’s its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request and each Selection Notice) to be signed and/or despatched by such Obligor under it under, or in connection with with, the Finance Documents to which it is a Partyparty. 1.3 An original of the power of attorney of any Transaction Obligor and the Approved Manager authorising a specified person or persons to execute the Finance Documents to which it is a party. 1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 1.4 1.5 A copy of a resolution signed by the board of directors of the Shareholder as the holder of the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Borrower is a party. 1.6 A certificate of each Obligor (signed by a director or other duly authorised officerdirector) confirming that entering into and performing its obligations under borrowing or guaranteeing, as appropriate, the Finance Documents Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on such that Obligor to be exceeded. 1.5 1.7 A certificate of each Transaction Obligor and the Approved Manager that is incorporated outside the UK (signed by a director) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies. 1.8 A certificate of an authorised signatory of each the relevant Transaction Obligor and the Approved Manager certifying that each copy document relating to it specified in this paragraph 1 Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested by the Agent. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.

Obligors. 1.1 A copy of the constitutional documents and (in the case of each ObligorObligor which is required to maintain a PSC Register (as defined in s.790C(10) of the Companies Act 2006) the PSC Register) of each Obligor or a certificate of an authorised signatory of each relevant Obligor certifying that the constitutional documents and (if applicable) its PSC Register last delivered to the Agent under the Original Facility Agreement have not been amended and remain in full force and effect. 1.2 A copy of a resolution of the board of directors of each Obligor: (aA) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party this Deed and resolving that such Obligor it execute the Finance Documents to which it is a Partyand perform this Deed; (bB) authorising a specified person or persons to execute the Finance Documents to which such Obligor is a Party this Deed on its behalf; and (cC) authorising a specified person or persons, on such Obligor’s its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor it under or in connection with the Finance Documents to which it is a Partythis Deed. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 1.4 A certificate of each Obligor (signed by a director or other duly authorised officer) confirming that entering into and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.5 A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph Schedule 1 of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Deed. 1.5 A certificate of an authorised signatory of each Obligor certifying that borrowing or guaranteeing, as appropriate, the Total Commitments (under the Amended and Restated Facility Agreement) would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be exceeded. 1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies A certificate of good standing certificates from of the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested Borrower issued by the AgentRegistrar of Companies in the Cayman Islands. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.

Obligors. 1.1 (a) A copy of the constitutional documents of each ObligorObligor or a certificate of an authorised signatory of each relevant Obligor certifying that the constitutional documents previously delivered to the Facilities Agent for the purposes of the Principal Agreement have not been amended and remain in full force and effect. 1.2 (b) A copy of a resolution of the board of directors of each Obligor:Obligor (and/or executive committees thereof and if required by its existing by-laws, a copy of the resolution of the meeting of the Shareholders of each of Costa Crociere S.p.A. and Societa di Crociere Xxxxxxxx S.r.l.): (ai) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party this Amendment Agreement and resolving that such Obligor it execute the Finance Documents to which it is a Partythis Amendment Agreement; (bii) authorising a specified person or persons to execute the Finance Documents to which such Obligor is a Party this Amendment Agreement on its behalf; and, or a certificate of an authorised signatory of each relevant Obligor certifying that the resolutions of the board of directors of the relevant Obligor (and/or executive Committees thereof) which were passed in relation to the Principal Agreement and any amendments thereto have not been amended or revoked and remain in full force and effect, and are sufficient for approving the terms of, and the transactions contemplated by, and authorising the execution of this Amendment Agreement. (c) authorising a specified person or persons, on such Obligor’s behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by such Obligor under or in connection with the Finance Documents to which it is a Party. 1.3 A specimen of the signature of each person who executes the Amendment Agreement and who is authorised by the resolution referred to in paragraph 1.2 (b) above. 1.4 A certificate of each Obligor (signed by a director or other duly authorised officerd) confirming that entering into and performing its obligations under the Finance Documents would not cause any borrowing, guaranteeing or similar limit binding on such Obligor to be exceeded. 1.5 A certificate of an authorised signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph Schedule 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Amendment Agreement. 1.6 Where any (e) A legal opinion of Xxxxxxxx Chance LLP, English law legal advisers to the Arrangers and the Facilities Agent, addressed to the Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorneyParties. 1.7 For (f) A certificate of registration (certificato di iscrizione) of each Obligor organised in or qualified to do business in a jurisdiction of Costa Crociere S.p.A. and Societa di Crociere Xxxxxxxx S.r.l. with the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each relevant Companies Register dated a recent date not earlier than 5 Business Days prior to the date hereofof this Amendment Agreement, confirming that no insolvency procedures have been started in relation to, respectively, Costa Crociere S.p.A. and Societa di Crociere Xxxxxxxx S.r.l. 1.8 For (g) A confirmation, executed as a deed, by Carnival plc of its Deed of Guarantee. (h) A confirmation, executed as a deed, by the Account Party and Company of its Deed of Guarantee. (i) A legal opinion of Xxxxx, Xxxxxxx y Xxxxxx, Panama law legal advisers, addressed to the GuarantorFinance Parties. (j) A legal opinion of Xxxxxxxx Chance LLP, results New York State law legal advisers addressed to the Finance Parties. (k) A legal opinion of UCC Xxxxxxx Coie LLP, Washington State law legal advisers, addressed to the Finance Parties. (l) A legal opinion of Xxxxxxxx Chance Studio Legale Associato, Italian law legal advisers, addressed to the Finance Parties. Schedule 2 Amendments to the Principal Agreement All references in this Schedule to a “Clause”, “Paragraph” or other lien searches “Schedule” are references to be conducted with the relevant Governmental Authoritythat clause, paragraph or schedule, as requested the case may be, in the Principal Agreement as in effect immediately prior to the Effective Date. 1 On the front page of the Principal Agreement the words “SANPAOLO IMI S.p.A.” shall be deleted and replaced by the Agentwords “Intesa SANPAOLO S.p. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour A.”. 2 In Recital 5 of the Security Trustee, reflecting Principal Agreement the Account Party as words “debtorSANPAOLO IMI S.p.A.” shall be deleted and replaced by the words “Intesa SANPAOLO S.p.A.1” and the Security Trustee as following footnote shall be inserted at the foot of the page: “secured partyThis is the surviving entity following the merger of SANPAOLO IMI S.p.A. and Banco Intesa S.p.A.” 3 All references in the Principal Agreement, except those in Schedule 12, to “Princess Cruise & Tours, Inc.” shall be deleted and replaced by references to “Princess Cruises and Tours, Inc.”.

Obligors. 1.1 (a) A copy of the current constitutional documents of each Obligor including copies certified by one director of the relevant company below of: (i) the akte van oprichting and statuten of the Borrower and a copy of the extract from the trade register of Chamber of Commerce of Amsterdam; (ii) the estatutos sociales in effect on the First Utilisation Date of each Guarantor; and (iii) the power-of-attorney of each Person executing any Finance Document on behalf of any Obligor, together with specimen signatures of such Person. 1.2 (b) A power of attorney granting a specific individual or individuals sufficient power to sign the Finance Documents on behalf of each Original Obligor and in relation to the Borrower and CEMEX Parent, a copy of a resolution of the board of directors of each Obligorthe Borrower and CEMEX Parent: (ai) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a Party party and resolving that such Obligor it execute the Finance Documents to which it is a Partyparty; (bii) authorising a specified person or persons to execute the Finance Documents to which such Obligor it is a Party party on its behalf; and (ciii) authorising a specified person or persons, on such Obligor’s its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by such Obligor it under or in connection with the Finance Documents to which it is a Partyparty. 1.3 (c) A specimen of the signature of each person authorised by the resolution or power of attorney referred to in paragraph 1.2 above(b) above in relation to the Finance Documents. 1.4 (d) A certificate of each Obligor of the Obligors (signed by a director or other duly authorised officeran Authorised Signatory) confirming that entering into and performing its obligations under borrowing or guaranteeing, as appropriate, the Finance Documents Total Commitments would not cause any borrowing, guaranteeing guarantee, security or similar limit binding on such any Obligor to be exceeded. 1.5 (e) A certificate of an authorised signatory Authorised Signatory of each the relevant Obligor certifying that each copy document relating to it specified in this paragraph 1 Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 1.6 Where any Finance Document is executed under a power of attorney, the original or a certified copy of such power of attorney. 1.7 For each Obligor organised in or qualified to do business in a jurisdiction of the United States, copies of good standing certificates from the applicable Governmental Authority for each such Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the date hereof. 1.8 For the Account Party and the Guarantor, results of UCC or other lien searches to be conducted with the relevant Governmental Authority, as requested by the Agent. 1.9 UCC-1 financing statements in form and substance acceptable to the Agent, suitable for filing with each Governmental Authority that the Agent deems reasonably necessary for purposes of perfecting the security interests granted in favour of the Security Trustee, reflecting the Account Party as “debtor” and the Security Trustee as “secured party”.