Common use of Financial indebtedness and subordination of indebtedness Clause in Contracts

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Finance Parties under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Finance Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and the Commercial Loan Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunderhereunder subject to the Co-ordination Deed. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the GuarantorGuarantor except as provided in the Co-ordination Deed. Upon the occurrence of an Event of Default the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Finance Parties under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Finance Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise The following restrictions shall apply: (a) otherwise than in the ordinary course of business as owner of the VesselShip, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtednessFinancial Indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset).; and 10.11.2 The (b) the Borrower shall procure that that: (i) any and all indebtedness Financial Indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorTransaction Obligor) is at all times fully subordinated to the Security Finance Documents and the obligations of the Borrower hereunder. The Borrower ; and (ii) if required by any applicable laws, the subordinated liabilities created pursuant to such indebtedness shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder be subject to security (in form and substance satisfactory to the Secured Parties) in favour of the GuarantorSecurity Agent ("Subordinated Debt Security") and any related legal opinions shall be issued if so required by the Secured Parties. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause “paragraph (b) "fully subordinated” " shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Secured Parties under this Agreement and the other Security Finance Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the VesselShip, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Secured Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the VesselShip, its her Earnings or Insurances. (c) The Guarantor shall not, and shall procure that none of its Subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non-subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non-subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its Subsidiaries does not exceed the greater of (x) thirty million Dollars ($30,000,000) and (y) zero point two five per cent. (0.25%) of the Consolidated Total Assets as of the end of each relevant fiscal quarter, or is otherwise approved by the Agent which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non-subsidiary would neither: (A) affect the ability of any Transaction Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the ECA Cover Document; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 21.1 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Agent.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise The following restrictions shall apply: (a) otherwise than in the ordinary course of business as owner of the VesselShip, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset).; and 10.11.2 The (b) the Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Finance Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause 13.11(b) “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Creditor Parties under this Agreement and the other Security Finance Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the VesselShip, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Creditor Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the VesselShip, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default or a Possible Event of Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause “fully subordinated” "FULLY SUBORDINATED" shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Finance Parties under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Finance Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise The following restrictions shall apply: (a) otherwise than in the ordinary course of business as owner of the VesselShip, except as contemplated by this Agreement and except any loan, advance or credit extended by the a Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the GuarantorPrestige Holdings, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset).; and 10.11.2 The (b) the Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Finance Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause 12.13(b) “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Secured Parties under this Agreement and the other Security Finance Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the VesselShip, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Secured Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the VesselShip, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise The following restrictions shall apply: (a) otherwise than in the ordinary course of business as owner of the VesselShip, except as contemplated by this Agreement and except any loan, advance or credit extended by the a Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the GuarantorPrestige Holdings, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset).; and 10.11.2 The (b) the Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Finance Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause “12.13(b) "fully subordinated” " shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Secured Parties under this Agreement and the other Security Finance Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the VesselShip, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Secured Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the VesselShip, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise The following restrictions shall apply: (a) otherwise than in the ordinary course of business as owner of the VesselShip, except as contemplated by this Agreement and except any loan, advance or credit extended by the a Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary subsidiary of the GuarantorPrestige Holdings, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset).; and 10.11.2 The (b) the Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Finance Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the Guarantor. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligorsuch indebtedness. In this Clause 13.11(b) “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders Creditor Parties under this Agreement and the other Security Finance Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the VesselShip, its her Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent Creditor Parties or the Lenders any of them in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the VesselShip, its her Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and the Hermes Loan Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of hereunder subject to the GuarantorCo-ordination Deed. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing such indebtedness with any other Obligorexcept as provided in the Co-ordination Deed. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and the Hermes Loan Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of hereunder subject to the GuarantorCo-ordination Deed. Upon the occurrence of an Event of Default or a Possible Event of Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing such indebtedness with any other Obligorexcept as provided in the Co-ordination Deed. In this Clause “fully subordinated” "FULLY SUBORDINATED" shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and the Hermes Loan Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunderhereunder subject to the Co-ordination Deed. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of the GuarantorGuarantor except as provided in the Co-ordination Deed. Upon the occurrence of an Event of Default the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any other Obligor. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and the Commercial Loan Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the GuarantorObligor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of hereunder subject to the GuarantorCo-ordination Deed. Upon the occurrence of an Event of Default or a Possible Event of Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing such indebtedness with any other Obligorexcept as provided in the Co-ordination Deed. In this Clause “fully subordinated” "FULLY SUBORDINATED" shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.

Financial indebtedness and subordination of indebtedness. 10.11.1 Otherwise than in the ordinary course of business as owner of the Vessel, except as contemplated by this Agreement and the Commercial Loan Agreement and except any loan, advance or credit extended by the Guarantor or any member of the NCLC Group which is a wholly owned Subsidiary of the Guarantor, the Borrower will not create, incur, assume or allow to exist any financial indebtedness, enter into any finance lease or undertake any material capital commitment (including but not limited to the purchase of any capital asset). 10.11.2 The Borrower shall procure that any and all indebtedness (and in particular with any other Obligor and/or any shareholder of the Guarantor) is at all times fully subordinated to the Security Documents and the obligations of the Borrower hereunder. The Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing indebtedness with any shareholder of hereunder subject to the GuarantorCo-ordination Deed. Upon the occurrence of an Event of Default Default, the Borrower shall not make any repayments of principal, payments of interest or of any other costs, fees, expenses or liabilities arising from or representing such indebtedness with any other Obligorexcept as provided in the Co-ordination Deed. In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the Agent, the Hermes Agent and the Lenders under this Agreement and the other Security Documents and that the lender shall not take any steps to enforce its rights to recover any monies owing to it by the Borrower and in particular but without limitation the lender will not institute any legal or quasi-legal proceedings under any jurisdiction at any time against the Vessel, its Earnings or Insurances or the Borrower and it will not compete with the Agent, the Hermes Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or in any proceedings in connection with the Vessel, its Earnings or Insurances.. p