Common use of Disposals Clause in Contracts

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the ShareholderNCL America Holdings;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” [*] to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” [*] to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders (a) No Obligor party hereto shall, and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, the Borrower each Obligor party hereto shall not (and will procure that no other company in member of the NCLC Group shall)will, either in enter into a single transaction or in a series of transactions (whether related or not not) and whether voluntarily voluntary or involuntarily, involuntary to sell, transferlease, lease transfer or otherwise dispose of all any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or a substantial part of its assets except that the following disposals shall not be taken into accountother disposal: 10.6.1 disposals (i) of trading stock, inventory or cash made in the ordinary course of trading the day to day business of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of tradingentity; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals (ii) of assets in exchange for other assets comparable or superior as to type type, value and valuequality and for a similar purpose; 10.6.4 (iii) of any obsolete vehicles, plant and equipment for cash; (iv) constituted by the transfer by the Offeror of any Target Shares (that are (A) attributable to any Roll-up Interest held by persons that are not members of the Group in the Offeror and (B) not subject to Transaction Security) pursuant to the Call and Put Options, provided that such Roll-up Interest is re-purchased by the Offeror and cancelled upon such transfer; (v) constituted by the establishment of joint ventures between members of the Group and Danone Asia Pte Ltd and/or its Subsidiaries as described in the public announcement made by the Borrower concerning “Framework Agreement between Mengniu and Danone” on 20 May 2013; (vi) constituted by any sale to any person (other than a vessel owned member of the Group) of any Target Shares by the Offeror on arm’s length terms and for a consideration in cash only, provided that: (A) the Unconditional Date has occurred and the Offeror has acquired and paid for all of the Target Shares that have been tendered for acceptance under the Offer but (1) the Compulsory Acquisition Entitlement Date has not occurred on or prior to the date falling 4 months after the date on which the Offer Document is dispatched to the shareholders of the Target or (2) the Offeror has given notice to the Facility Agent pursuant to paragraph (f)(i) of Clause 21.19 (Offer and Relevant Documents) that it will not make any Compulsory Acquisition; (B) such sale is required to maintain the listing status of the Target on the Main Board of the HKSE and the aggregate number of Target Shares so sold (whether on one or more occasions) does not exceed the minimum number of Target Shares that are required to be disposed of by the Offeror in order to maintain the listing status of the Target on the Main Board of the HKSE in accordance with the Listing Rules; (C) no Event of Default is continuing and no Default would result from such sale; and (D) the proceeds of such sale are applied in accordance with Clause 8.2 (Application of mandatory prepayments) and arrangements satisfactory to the Facility Agent (acting reasonably) shall have been entered into to ensure that such sale shall not be completed and no Transaction Security over such Target Shares shall be released except against simultaneous payment of the proceeds of such sale to the Facility Agent (or into the Mandatory Prepayment Account) for application in accordance with Clause 8.2 (Application of mandatory prepayments) (and for the avoidance of doubt any such release shall not in any way prejudice any Transaction Security over Target Shares that are not the subject of such sale); (vii) of any asset from a member of the Group (that is not an Obligor) to a member of the Group (that is not an Obligor), provided that if there is any difference between the Borrower’s direct or indirect ownership (expressed as a percentage) in the equity capital of such first-mentioned member of the Group and the Borrower’s direct or indirect ownership (expressed as a percentage) in the equity capital of such latter-mentioned member of the Group, such sale, lease, transfer or other disposal is made on arm’s length terms; (viii) constituted by the investment of cash (that is not immediately required in the Group’s business) in short term cash equivalent investments or the realisation of such cash equivalent investments for cash, in each case in the ordinary course of business of the member of the Group making such investment or realization (as the case may be); (ix) constituted by the discounting by a member of the Group of its book debts for cash collection in the ordinary course of its business and not for the purpose of raising Financial Indebtedness; (x) that any member of the NCLC Group is under any legally binding commitment to make, provided that such commitment is subsisting as at the date of this Agreement and has been disclosed to the Mandated Lead Arranger in writing prior to the date of this Agreement (other than or, in the Borrowercase of any such commitment of any member of the Target Group, is subsisting as at the date when the Target becomes a member of the Group); (xi) may be sold provided constituted by the making by a member of the Group of the declaration and payment of any lawful dividend in cash to its shareholders out of its distributable profits or reserves; (xii) constituted by the conversion of the indebtedness (in an aggregate principal amount of up to RMB200,000,000) owing to any member of the Group by the entity known as (the “Counterparty”) into shares in such sale is Counterparty on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to terms; (xiii) constituted by any re-organisation solely among members of the provisions Group that is permitted under Clause 21.6 (Merger); (xiv) constituted by any Finance Lease or hire purchase agreement entered into by a member of the Group (for the acquisition or leasing of any loan documentation for equipment or machinery required by such member of the financing Group) in its ordinary course of business; and/or (xv) of any asset where the higher of the market value or consideration receivable in respect of such vessel and NCLL mayasset (when aggregated with the higher (in each case) of the market value or consideration receivable in respect of each other asset the subject of any other sale, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Starlease, transfer or other disposal by any one or more members of the Group since the date of this Agreement, other than any permitted under paragraphs (b)(i) to other wholly owned Subsidiaries of Star (xiv) above) does not exceed US$10,000,000 (or its vessels “NORWEGIAN WIND”equivalent in another currency or currencies). (c) Notwithstanding paragraph (b), “NORWEGIAN DREAM”no Obligor party hereto shall sell, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaidlease, transfer its vessel “NORWEGIAN SKY” or otherwise dispose of any asset that is (or that is expressed to Pride be) subject to any Transaction Security (or any interest therein), or any Obligor’s interest in any Equity Interest in the Offeror or the Target, other than (i) in the case of AlohaTarget Shares, Inc., a wholly owned Subsidiary any sale or disposal falling within paragraph (b)(vi) or (ii) any withdrawal from the Debt Service Reserve Account or the Mandatory Prepayment Account permitted to be made by the terms of the Shareholder;Account Charge.

Disposals. (a) Except with as provided below, no member of the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall)may, either in a single transaction or in a series of transactions and whether related or not and whether voluntarily or involuntarilynot, sell, transfer, lease or otherwise dispose of all or a substantial any part of its assets except (other than cash) which is substantial in the context of the consolidated total assets of the Group. (b) Paragraph (a) does not apply to: (i) any disposal made in the ordinary course of business or operations of the disposing entity (including, without limitation, disposals of subsidiaries or lines of business, provided that this shall not include a disposal of the core electricity distribution business); (ii) disposals on normal commercial terms of obsolete assets or assets no longer required for the purpose of the relevant Person's business or operations; (iii) any realisation of investments acquired, purchased or made by the temporary application of funds not immediately required in the relevant Person's business or operations; (iv) the exchange of assets for other assets of a similar or superior nature and value, or the sale of assets on normal commercial terms for cash which is payable in full on the completion of the sale and is to be, and is, applied in or towards the purchase of similar assets within six months; (v) the disposal of assets by one wholly-owned Subsidiary of the Borrower to another or (if the consideration for the disposal does not exceed a normal commercial consideration) to the Borrower by one of its Subsidiaries; (vi) disposals of any National Grid shares on normal commercial terms; (vii) disposals in connection with sale-and-leaseback or sale and repurchase transactions or any other form of "off balance sheet" financing, provided that the following aggregate book value (in the books of the disposing party) of all assets the subject of all such disposals made during the period commencing on the date of this Agreement and ending on the date when no amount remains to be lent or remains payable under this Agreement shall not exceed: (A) £5,000,000 in the case of disposals made by the Borrower; and (B) £50,000,000 in the case of disposals made by each Distribution Company; and (viii) any disposal which the Majority Banks shall have agreed shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;.

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value;; and 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s 's length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “"NORWEGIAN WIND”", “"NORWEGIAN DREAM”", “"NORWEGIAN SEA”", “"NORWEGIAN MAJESTY”", “"NORWEGIAN CROWN” " and “XXXXX XXXX” "MARCO POLO" (the “Six Vessels”"SIX VESSELS") for their transfer values xxxxxxxx xalues as set out in Schedule 8 and sell m.v. “"NORWAY” " to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “"NORWEGIAN SKY” " to Pride of Aloha, Aloha Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value;; and 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s 's length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “"NORWEGIAN WIND”", “"NORWEGIAN DREAM”", “"NORWEGIAN SEA”", “"NORWEGIAN MAJESTY”", “"NORWEGIAN CROWN” " and “"XXXXX XXXX” " (the “Six Vessels”"SIX VESSELS") for their transfer values as set out in Schedule 8 and sell m.v. “"NORWAY” " to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “"NORWEGIAN SKY” " to Pride of Aloha, Aloha Inc., a wholly owned Subsidiary of the ShareholderMember;

Disposals. Except with Without prejudice to Clause 21.4 (Sale or other disposal of a Ship) the prior consent Facility Guarantor shall not, and shall ensure that it and none of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deedits Subsidiaries shall, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in enter into a single transaction or in a series of transactions (other than any Acceptable Charter), whether related or not and whether voluntarily or involuntarily, without the prior written consent of the Required Lenders, such consent not to be unreasonably withheld or delayed, to (i) sell, transfer, grant, lease out or otherwise dispose of all the whole or a substantial part of its assets except that (including, without limitation, any Ship); or (ii) to sell, transfer, grant, lease out or otherwise dispose of any of its assets other than at market value and on arm's length terms. Provided that, the foregoing paragraph shall not prohibit the following disposals shall so long as they are not be taken into accountprohibited by any other provision of the Finance Documents: 10.6.1 (a) disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity but this shall not include any material assets necessary for it to conduct its business unless such assets are replaced with like assets simultaneously with such disposal; (excluding b) disposals of assets made by one Obligor to another Obligor; (c) disposals of obsolete assets, or assets which are no longer required for the purpose of the business of the Borrower or any Guarantor, in each case for cash on normal commercial terms and on an arm's length basis; (d) any disposal of shipsreceivables on a non-recourse basis on arm's length terms (including at Fair Market Value) including without limitation, the payment of for non-deferred cash as consideration for the purchase or acquisition of any asset or service or in the discharge ordinary course of any obligation incurred for value its business; (e) disposals permitted by Clauses 26.2 (Transactions similar to security) or 26.3 (Financial Indebtedness); (f) dealings with trade creditors with respect to book debts in the ordinary course of trading;; and 10.6.2 disposals (g) the application of cash raised or borrowed for Cash Equivalents in the purposes for which such cash was raised or borrowed; 10.6.3 disposals acquisition of assets or services in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale ordinary course of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;business.

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX MXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Aloha Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s 's length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “"NORWEGIAN WIND”", “"NORWEGIAN DREAM”", “"NORWEGIAN SEA”", “"NORWEGIAN MAJESTY”", “"NORWEGIAN CROWN” " and “"XXXXX XXXX” " (the “Six Vessels”"SIX VESSELS") for their transfer values as set out in Schedule 8 7 and sell m.v. “"NORWAY” " to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “"NORWEGIAN SKY” " to Pride of Aloha, Aloha Inc., a wholly owned Subsidiary of the ShareholderNCL America Holdings;

Disposals. (a) Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination Deedas provided in this Agreement, the no Borrower shall not (and will procure that no other company in the NCLC Group shall)may, either in a single transaction or in a series of transactions and whether related or not and whether voluntarily or involuntarilynot, sell, transfer, lease or otherwise dispose of all or a substantial any part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including including, without limitation, the payment any of cash as consideration for the purchase or acquisition of its receivables). (b) Paragraph (a) above does not apply to: (i) any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group disposal (other than of Properties or Acquired Entities) made with the consent of the Facility Agent; (ii) any disposal of cash by way of a payment out of an Account in accordance with this Agreement; (iii) any disposal of obsolete assets which have outlasted their useful life and which are no longer required for the efficient operation of the business; (iv) any disposal pursuant to an Property Lease permitted under Clause 22.1 (Property Leases); (v) any disposal of a Property or an Acquired Entity if: (A) no Default is outstanding or would occur as a result of such disposal; (B) the Lenders will receive the mandatory prepayment amounts pursuant to Clause 7.2 (Mandatory prepayment - Disposals) due in respect of the relevant Property or Acquired Entity, respectively either from the Net Disposal Proceeds received on the sale of the relevant Property or Acquired Entity, respectively and/or additional Cash Fundings made to the relevant Borrower. (vi) may be sold provided such sale is on any disposal of a willing seller willing buyer basis at Property or about market rate an Acquired Entity in relation to a Property Substitution and at arm’s length replaced by a Replacement Property, subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. Clause 21.7 (Property Substitution); and (vii) any disposal which cannot be prohibited under paragraph 1136 of the German Civil Code as a matter of mandatory law. (c) For purposes of this Clause, the term “NORWAYdisposal” includes the entry into an agreement upon a priority notice (Auflassungsvormerkung), an agreement on the transfer of title to a third party andProperty (Auflassung) or an Acquired Entity, prior and the term “Property” shall also refer to Hereditary Building Rights existing in relation to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc.Properties. (d) Unless a contrary intention appears, a wholly owned Subsidiary Property disposed of the Shareholder;in accordance with this Clause 21.6 (Disposals) shall cease to be a Property and an Acquired Entity disposed of in accordance with this Clause 21.6 (Disposals) shall cease to be an Acquired Entity.

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX MXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the ShareholderNCL America Holdings;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Hermes Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX MXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 7 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant to the Co-ordination DeedLenders, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value;; and 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s 's length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “"NORWEGIAN WIND”", “"NORWEGIAN DREAM”", “"NORWEGIAN SEA”", “"NORWEGIAN MAJESTY”", “"NORWEGIAN CROWN” " and “"XXXXX XXXX” " (the “Six Vessels”"SIX VESSELS") for their transfer values as set out in Schedule 8 and sell m.v. “"NORWAY” " to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “"NORWEGIAN SKY” " to Pride of Aloha, Aloha Inc., a wholly owned Subsidiary of the ShareholderNCL America Holdings;

Disposals. Except with the prior consent of all the Lenders and all the Commercial Loan Lenders pursuant (a) Without prejudice to the Co-ordination Deedprovisions of Clause 13.7 (Transactions with Affiliates), the Borrower shall not (not, and will procure shall ensure that no none of its Subsidiaries will, within a 12 month period, sell, lease, transfer or otherwise dispose of, to a Person other company in than the NCLC Group shall)Borrower or a Subsidiary of the Borrower, either in a single transaction as the case may be, by one or in a more transactions or series of transactions (whether related or not and whether voluntarily not), the whole or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial any part of its revenues or its assets except that which together constitute more than 5 per cent. of the following disposals gross assets of the Group unless such transaction(s) is/are on an arm’s-length basis and would not have a Material Adverse Effect. (b) This Clause 13.6 (Disposals) shall not be taken into account: 10.6.1 disposals made apply to (i) any sale, lease, transfer or other disposition of any assets of the Borrower or property pledged as collateral by or to the Borrower or any of its Subsidiaries in the ordinary course of trading the Borrower’s or, as the case may be, the relevant Subsidiary’s business, (ii) any revenues or assets (or any part thereof) the subject of any securitisation of receivables, asset-backed financing or similar financing structure whereby all payment obligations are to be discharged primarily from such assets or revenues provided that principal amount raised pursuant to any financing referred to in this sub-Clause (ii) when aggregated with the principal amount of any previous and then outstanding such financing and the then outstanding principal amount of any Indebtedness or Guarantee referred to in the proviso to paragraph (g) of the disposing entity (excluding disposal definition of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as Permitted Security Interest does not exceed an amount equal to type and value; 10.6.4 a vessel owned by any member 15 per cent. of the NCLC Group Borrower’s loans to customers before allowances for impairment (other than calculated by reference to the Borrower) may be sold provided such sale is on a willing seller willing buyer basis ’s consolidated balance sheet as at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale end of its shares by Arrasas to IOL, a wholly owned Subsidiary most recent IFRS Fiscal Period) or (iii) any compensation or employee benefit arrangements with any officer or director of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 and sell m.v. “NORWAY” to a third party and, prior to the sale Borrower or any of its shares Subsidiaries arising as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride a result of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;their employment contract.

Disposals. Except with the prior consent of all the Lenders and all the Commercial Hermes Loan Lenders pursuant to the Co-ordination Deed, the Borrower shall not (and will procure that no other company in the NCLC Group shall), either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part of its assets except that the following disposals shall not be taken into account: 10.6.1 disposals made in the ordinary course of trading of the disposing entity (excluding disposal of ships) including without limitation, the payment of cash as consideration for the purchase or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading; 10.6.2 disposals of cash raised or borrowed for the purposes for which such cash was raised or borrowed; 10.6.3 disposals of assets in exchange for other assets comparable or superior as to type and value; 10.6.4 a vessel owned by any member of the NCLC Group (other than the Borrower) may be sold provided such sale is on a willing seller willing buyer basis at or about market rate and at arm’s length subject always to the provisions of any loan documentation for the financing of such vessel and NCLL may, following the sale of its shares by Arrasas to IOL, a wholly owned Subsidiary of Star, transfer to other wholly owned Subsidiaries of Star its vessels “NORWEGIAN WIND”, “NORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” and “XXXXX XXXX” (the “Six Vessels”) for their transfer values as set out in Schedule 8 7 and sell m.v. “NORWAY” to a third party and, prior to the sale of its shares as aforesaid, transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Shareholder;