Common use of Cash Sweep Clause in Contracts

Cash Sweep. 10.23.1 The Borrower shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 Subject to Clause 10.23.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 shall be required. 10.23.3 The Borrower shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Account shall be applied in accordance with Clause 10.23.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 Notwithstanding anything to the contrary in this Agreement, to the extent that the Borrower can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so require, the Borrower shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the Borrower. 10.23.5 Each Relevant Cash Sweep Amount shall be applied to the Facility in accordance with Clause 4.15. 10.23.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.4. 10.23.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.

Cash Sweep. 10.23.1 12.1 The Borrower Guarantor shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 12.2 Subject to Clause 10.23.3 12.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this the Loan Agreement in respect of the Facility Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 12.2 shall be required. 10.23.3 12.3 The Borrower Guarantor shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower Guarantor shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Account shall be applied in accordance with Clause 10.23.2 12.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 12.4 Notwithstanding anything to the contrary in this AgreementDeed, to the extent that the Borrower Guarantor can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so require, the Borrower Guarantor shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.412.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the BorrowerGuarantor. 10.23.5 12.5 Each Relevant Cash Sweep Amount shall be applied to the Facility Loan in accordance with Clause 4.15clause 4.9 of the Loan Agreement. 10.23.6 12.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower Guarantor shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.412.4. 10.23.7 12.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 12 and Clause 4.15 clause 4.9 of the Loan Agreement may not be amended without the consent of the Cash Sweep Lenders.

Cash Sweep. 10.23.1 The Borrower shall maintain may use any amount standing to the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 Subject to Clause 10.23.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation credit of the Cash Sweep Credit Facilities. The payment Trap Account to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts fund lease up and lease renewal expenses (for the twelve (12example, tenants improvements, leasing commissions) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is such expenses are – as to scope, contents and timing – either (i) in line with the Business Plan agreed with the Lender or (ii) if not already denominated foreseen in Dollarsthe Business Plan, pre-agreed with the Lender, or (iii) if not pre-agreed with the Lender, in line with market standards (which shall mean, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length). The Lender shall be converted into Dollars authorised at any time to use the money on the date falling ten Cash Trap Account to repay the Loan, should a Cash Trap Event exist on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregarded, if the ISCR Level or LTV has been cured by making the Cure Payment in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists (10) Business Days prior to i.e. the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, ISCR Level and LTV are being complied with (for the purposes of such calculation. For the avoidance of doubt, once if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Dates) and there is no longer any remaining outstanding Delayed Principal Amount under any Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Sweep Facilities, no further payments under this Clause 10.23 shall be required. 10.23.3 The Borrower shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Trap Account shall be applied in accordance with Clause 10.23.2 as if it were be, within five Business Days from the day the absence of a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 Notwithstanding anything to the contrary in this Agreement, to the extent that the Borrower can demonstrate Trap Event has been evidenced to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that Lender, transferred to the working capital needs Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of the NCLC Group so requireoccurrence of a Cash Trap Event, the Borrower shall be permitted deemed re-instated upon the transfer of amounts to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Rent Receipt Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest for in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the Borrowerprevious sentence. 10.23.5 Each Relevant Cash Sweep Amount shall be applied to the Facility in accordance with Clause 4.15. 10.23.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.4. 10.23.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.

Cash Sweep. 10.23.1 The Borrower shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agreei) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 Subject to Clause 10.23.3 and no If an Event of Default having occurred occurs and being continuingcontinues to exist at any time prior to the Third Extended Maturity Date (the “Cash Sweep Trigger”), any Total the Borrowers shall (i) establish a cash collateral account in the name of the Borrowers and subject to the provisions set forth below (a “Cash Collateral Account”) and (ii) cause to be delivered to the Administrative Agent 100% of the monthly Cash Sweep Amount, if any, by depositing such funds directly into the Cash Collateral Account. Such monthly payments of Cash Sweep Amount shall be applied deposited for each month on or before the 15th day of the succeeding month after the Cash Sweep Trigger (the “Sweep Date”). During the period beginning on the relevant Cash Sweep Payment Date in prepaymentTrigger and ending on the applicable Cash Sweep Termination Date, reduction and/or cancellation the Borrowers shall deliver to the Administrative Agent on or before each Sweep Date, a detailed calculation of the Cash Sweep Credit Facilities. The payment Amount for such month in a form reasonably satisfactory to be made under each Cash Sweep Credit Facility shall be calculated on the basis of Administrative Agent, together with an income statement, operating statement, rent roll, and such other supporting statements, information and documentation with respect to the Accounts for Mall that such Person may reasonably request to verify the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as Borrowers’ calculation of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 shall be required. 10.23.3 (ii) The Borrower Borrowers shall procure that any Total maintain a Cash Sweep Amount Collateral Account at all times when this Agreement requires a Cash Collateral Account. All interest (if any) earned on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account sums on the following 31 March. On 31 March 2011 the Borrower shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held deposit in the Cash Sweep Bank Collateral Account shall be applied credited to such account. The Borrowers agree that it shall include all interest and earnings on any such deposit as its income (and, if either Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in accordance with Clause 10.23.2 as if it were the Cash Collateral Account for federal and applicable state and local tax purposes. Following a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 Notwithstanding anything to the contrary in this Agreement, to the extent that the Borrower can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so requireTrigger, the Borrower Borrowers shall only be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders funds from the Cash Sweep Bank Collateral Account prior to 31 March 2011 and apply it for any purpose agreed by at such time as the Majority Administrative Agent have confirmed in writing that the Cash Sweep LendersTermination Date has occurred. Save The Borrowers hereby assign, pledge, and grant to the Administrative Agent, a first-priority security interest in and lien on the Cash Collateral Account and all amounts from time to time held in or credited to the Cash Collateral Account, and any proceeds thereof, as provided security for the Obligations. The Administrative Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York with respect to each Cash Collateral Account and the funds from time to time held therein. Subject to the terms and conditions of this Section and the other provisions of the Loan Documents, the Cash Collateral Account shall be subject to the sole dominion, control and discretion of the Administrative Agent, but the Administrative Agent shall have no fiduciary duty with respect to such account or any funds on deposit therein. All funds in the Cash Collateral Account shall be used in compliance with the terms, covenants, conditions and provisions of this Clause 10.23.4, Agreement. Under no sum circumstance may funds be withdrawn from the Cash Sweep Bank Collateral Account without the prior to 31 March 2011. Any accumulated interest in written consent of the Administrative Agent and if funds are withdrawn from the Cash Sweep Bank Collateral Account remaining after 31 March 2011 shall be remitted to in a larger amount than is approved by the Borrower. 10.23.5 Each Relevant Cash Sweep Amount shall be applied to the Facility in accordance with Clause 4.15. 10.23.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicableAdministrative Agent, the amounts of Borrowers shall promptly return the Total Cash Sweep Amount to be paid excess to the Cash Collateral Account upon request by the Administrative Agent. (iii) On the Sweep Lenders on Date, the relevant Administrative Agent shall withdraw and apply any funds held in a Cash Collateral Account to the prepayment of the Obligations. (iv) The occurrence of a Cash Sweep Payment DateTermination Date and the release of funds to the Borrowers in connection therewith shall not, subject in any case, preclude the application of the cash sweep provisions set forth herein with respect to Clause 10.23.4any subsequent Cash Sweep Trigger. 10.23.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.(v) For purposes hereof:

Cash Sweep. 10.23.1 12.1 The Borrower Guarantor shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 12.2 Subject to Clause 10.23.3 12.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this the relevant Loan Agreement in respect of the Facility a Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 12.2 shall be required. 10.23.3 12.3 The Borrower Guarantor shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower Guarantor shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Account shall be applied in accordance with Clause 10.23.2 12.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 12.4 Notwithstanding anything to the contrary in this AgreementDeed, to the extent that the Borrower Guarantor can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so require, the Borrower Guarantor shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.412.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the BorrowerGuarantor. 10.23.5 12.5 Each Relevant Cash Sweep Amount shall be applied to the Facility Loan in accordance with Clause 4.15clause 4.9 of each of the Loan Agreements. 10.23.6 12.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower Guarantor shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.412.4. 10.23.7 12.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 12 and Clause 4.15 clause 4.9 of each of the Loan Agreements may not be amended without the consent of the Cash Sweep Lenders.

Cash Sweep. 10.23.1 The Borrower shall maintain may use any amount standing to the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 Subject to Clause 10.23.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation credit of the Cash Sweep Credit Facilities. The payment Trap Account to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts fund lease up and lease renewal expenses (for the twelve (12example, tenants improvements, leasing commissions) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is such expenses are – as to scope, contents and timing – either (i) in line with the Business Plan agreed with the Lender or (ii) if not already denominated foreseen in Dollarsthe Business Plan, pre-agreed with the Lender, or (iii) if not pre-agreed with the Lender, in line with market standards (which shall mean, inter alios, with respect to tenant improvements expenses up to an amount of EUR 500 per sqm in relation to the space to be re-let, and with respect to leasing commissions any reasonable broker commissions (Maklergebühren) which are incurred at arm’s length). The Lender shall be converted into Dollars authorised at any time to use the money on the date falling ten Cash Trap Account to repay the Loan, should a Cash Trap Event exist on two successive Test Dates. Any non-compliance with the ISCR Level or LTV on a Test Date shall be disregarded, if the ISCR Level or LTV has been cured by making the Cure Payment in relation to such financial covenant within the Cure Period. If on two successive Test Dates, a Cash Trap Event no longer exists (10) Business Days prior to i.e. the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, ISCR Level and LTV are being complied with (for the purposes of such calculation. For the avoidance of doubt, once if the LTV or ISCR has been cured on a Test Date, this Test Date shall not be taken into account in calculating the two successive Test Dates) and there is no longer any remaining outstanding Delayed Principal Amount under any Event of Default or Potential Event of Default which is continuing), amounts standing to the credit of the Cash Sweep Facilities, no further payments under this Clause 10.23 shall be required. 10.23.3 The Borrower shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Trap Account shall be applied in accordance with Clause 10.23.2 as if it were be, within five Business Days from the day the absence of a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 Notwithstanding anything to the contrary in this Agreement, to the extent that the Borrower can demonstrate Trap Event has been evidenced to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that Lender, transferred to the working capital needs Rent Receipt Account. Any authorization to dispose of a Bank Account, which has been revoked by the Lender on the ground of the NCLC Group so requireoccurrence of a Cash Trap Event, the Borrower shall be permitted deemed re-instated upon the transfer of amounts to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Rent Receipt Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest for in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the Borrower. 10.23.5 Each Relevant Cash Sweep Amount shall be applied to the Facility in accordance with Clause 4.15. 10.23.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.4. 10.23.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.previous sentence. 54