Common use of Asset Dispositions, etc Clause in Contracts

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year does not exceed an amount equal to the greater of (A) seven point five per cent. (7.5%) of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (B) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (A) in the case of any Vessel, the board of directors of the Borrower and (B) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) a. sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000)675,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 250,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) b. sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) c. sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) d. [RESERVED]; e. sales of other assets in the ordinary course of business; and (e) f. sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such saleas: (i) the aggregate net book value of all such assets sold during each Fiscal Year 12-month period commencing on the Closing Date, and each anniversary of the Closing Date, does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement ($400,000,000)determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000)675,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 250,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) a. sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) b. sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) c. sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) d. the sale of the vessels “Celebrity Mercury” and “Bleu de France”; e. sales of other assets in the ordinary course of business; and (e) f. sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such saleas: (i) the aggregate net book value of all such assets sold during each Fiscal Year 12-month period commencing on the Closing Date, and each anniversary of the Closing Date, does not exceed an amount equal to the greater of (A) seven point five per cent. (7.5%) of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (B) four hundred million Dollars ($400,000,000)175,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph CLAUSE (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;; and (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, Quarter and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and; (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower; and (f) the sale of the vessel “Celebrity Mercury.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) a. sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) b. sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) c. sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) d. sales of other assets in the ordinary course of business; and (e) e. sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, Quarter and (By) four hundred million Dollars ($400,000,000)675,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 250,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, Quarter and (By) four hundred million Dollars ($400,000,000), provided, however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement (determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and; (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower; and (f) the sale of the vessel “Celebrity Mercury.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such saleas: (i) the aggregate net book value of all such assets sold during each Fiscal Year 12-month period commencing on the June 9, 2000, and each anniversary of the Closing Date, does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ ' Equity as at the end last day of the last Fiscal Quarter, and most recent ended fiscal quarter or (By) four hundred million Dollars ($400,000,000)250,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph CLAUSE (aA); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;; and (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) a. sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) 12.5% of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000)675,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 250,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) b. sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) c. sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) d. sales of other assets in the ordinary course of business; and (e) e. sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) a. sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) b. sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) c. sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) d. the sale of the vessel “Celebrity Mercury”; e. sales of other assets in the ordinary course of business; and (e) f. sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such saleas: (i) the aggregate net book value of all such assets sold during each Fiscal Year 12-month period commencing on the Closing Date, and each anniversary of the Closing Date, does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ ' Equity as at the end last day of the last Fiscal Quarter, and most recent ended fiscal quarter or (By) four hundred million Dollars ($400,000,000)250,000,000; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph CLAUSE (aA); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;; and (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and; (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.; and (f) the sale of the vessel “Celebrity Mercury”. NYDOCS01/1357662.2 42

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such saleas: (i) the aggregate net book value of all such assets sold during each Fiscal Year 12-month period commencing on the Effective Date, and each anniversary of the Effective Date, does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars $250,000,000, provided however, that in no event shall the aggregate net book value of fixed assets disposed over the life of the Agreement ($400,000,000)determined as of the date of any such sale) exceed 25% of Stockholders’ Equity as at the end of the most recently completed fiscal quarter; and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary;; and (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 50,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; NYDOCS02/934719.8 47 (d) the sale of the vessels “Celebrity Mercury” and “Bleu de France”; (de) sales of other assets in the ordinary course of business; and (ef) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including including, without limitation, Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year fiscal year does not exceed an amount equal to the greater of (Ax) seven point five per cent. (7.5%) % of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (By) four hundred million Dollars ($400,000,000); and (ii) to the extent any asset has a fair market value in excess of fifty million Dollars ($50,000,000), 25,000,000 the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (Ax) in the case of any Vessel, the board of directors of the Borrower and (By) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph clause (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) the sale of the vessels “Celebrity Mercury” and “Bleu de France”; (e) sales of other assets in the ordinary course of business; and (ef) sales of assets between or among the Borrower and Subsidiaries of the Borrower.

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, any material asset (including the Purchased Vessel, Other Vessels, accounts receivable and capital stock of Principal Subsidiaries) to any Person, except: (a) sales of assets (including Vessels) so long as at the time of any such sale: (i) the aggregate net book value of all such assets sold during each Fiscal Year does not exceed an amount equal to the greater of (A) seven twelve point five per cent. (7.512.5%) of Stockholders’ Equity as at the end of the last Fiscal Quarter, and (B) four six hundred seventy five million Dollars ($400,000,000675,000,000); and (ii) to the extent any asset has a fair market value in excess of two hundred and fifty million Dollars ($50,000,000250,000,000), the Borrower or Subsidiary selling such asset receives consideration therefor at least equal to the fair market value thereof (as determined in good faith by (A) in the case of any Vessel, the board of directors of the Borrower and (B) in the case of any other asset, an officer of the Borrower or its board of directors); (b) sales of capital stock of any Principal Subsidiary of the Borrower so long as a sale of all of the assets of such Subsidiary would be permitted under the foregoing paragraph (a); (c) sales of capital stock of any Subsidiary other than a Principal Subsidiary; (d) sales of other assets in the ordinary course of business; and (e) sales of assets between or among the Borrower and Subsidiaries of the Borrower.