General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period. 10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1), the Guarantor will not, and will procure that no other member of the Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that: 10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement; 10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement; 10.2.3 disposals may be 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; 10.2.4 disposals may be made (other than by the Borrower) to another member of the Group; 10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed; 10.2.6 disposals of assets in exchange for other assets comparable or superior as to type and value may be made; 10.2.7 a vessel owned by any member of the 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 10.2.8 disposals of assets constituting Apollo-Related Transactions may be made. 10.3 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this Clause, “Group” shall exclude the Borrower). 10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**]. 10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted. 10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not: 10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy; 10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or 10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower). 10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end. 10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 4.6 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.2.5 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.2.6 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
10.2.8 disposals vessel and NCLL may, following the sale of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent its shares by Arrasas to IOL, a wholly owned Subsidiary of the AgentStar, the Guarantor will not, and will procure that no transfer to other member wholly owned Subsidiaries of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this ClauseStar its vessels “NORWEGIAN WIND”, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this ClauseNORWEGIAN DREAM”, “GroupNORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” shall exclude and “XXXXX XXXX” (the Borrower“Six Vessels”) and PROVIDED FURTHER THAT any change of or discontinuation for their transfer values as set out in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous schedule 8 to the foregoing whichLoan Agreement and sell m.v. “NORWAY” to a third party and, for prior to the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any sale of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security shares as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of NCL America Holdings;
Appears in 2 contracts
Samples: Supplemental Agreement (NCL CORP Ltd.), Fifth Supplemental Deed (NCL CORP Ltd.)
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1), the Guarantor will not, and will procure that no other member of the Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 a vessel owned by any member of the 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;
10.2.8 disposals of assets constituting Apollo-Related Transactions may be made, PROVIDED THAT the number of vessels in the Group Fleet existing on the Second Restatement Date shall not at any time [*].
10.3 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if unless:
10.4.1 such is or are in excess of less than (in aggregate (if applicable)) the amount of [**] Dollars [**]; or
10.4.2 such is or are in favour of one or more providers of credit card processing services to the Group and/or any provider of a Letter of Credit Facility (such guarantees to be fully subordinated to any guarantees supporting the Group Credit Facilities).
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.
10.9 Except with the prior consent of all the Lenders, the Guarantor shall not (and will procure that no other company in the Group shall), either in a single transaction or in a series of transactions whether related or not purchase any asset or make any investment:
10.9.1 other than on arm’s length terms;
10.9.2 which is not for its use in its ordinary course of business;
10.9.3 the cost of which is more than its fair market value at the date of acquisition; or
10.9.4 other than an asset constituting an Apollo-Related Transaction. For the avoidance of doubt the purchase of a vessel shall not be permitted under this Clause 10.9 or any other provision of the Loan Agreement or this Deed.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 The Guarantor will not, and will procure that none of its Subsidiaries will, create or permit to subsist any Encumbrance on the whole or any part of its present or future assets except for Permitted Liens and Encumbrances created prior to the date hereof.
10.3 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 10.3.1 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 10.3.2 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.3.3 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 a vessel owned by any member 10.3.4 the Guarantor may agree to sell the Vessel with the prior consent of the Group (other than Agent on the Borrower) may be sold provided condition that contemporaneously with the completion of such sale the relevant part of the Facility is on a willing seller willing buyer basis at or about market rate cancelled and at arm’s length subject always to prepaid in accordance with the provisions of any loan documentation for clause 3 of the financing of such vesselFacility Agreement; and
10.2.8 disposals 10.3.5 the Guarantor may let the Vessel on charter in accordance with the provisions of assets constituting Apollo-Related Transactions may be madeclause 6.1.16 of the relevant Mortgage.
10.3 10.4 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make any loan or advance or extend credit to any person, firm or corporation (except any loan, advance or credit made available to passengers on board a vessel for gambling purposes or to ship’s agents and except any loan, advance or credit to the Borrower or a wholly-owned Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the rights of the Beneficiaries under the Security Documents). In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the 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 or a wholly owned Subsidiary of the Borrower (as the case may be) 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 Vessels, their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and it will not compete with the Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) or in any proceedings in connection with the Vessels, their Earnings or Insurances.
10.5 Save as contemplated by this Deed and otherwise in the ordinary course of its business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member as owner of the Group willVessel, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**]corporation.
10.5 10.6 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in conducted.
10.7 Except with the reasonable opinion prior consent of the AgentAgent and subject to clause 10.11 of the Facility Agreement, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall will not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution amalgamation or consolidation or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or nor will it acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower)entity.
10.7 10.8 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 10.9 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that THAT if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Agent and the Beneficiaries.
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 The Guarantor will not, and will procure that none of its Subsidiaries will, create or permit to subsist any Encumbrance on the whole or any part of its present or future assets except for Permitted Liens and Encumbrances created prior to the date hereof.
10.3 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 10.3.1 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 10.3.2 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.3.3 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.3.4 the Guarantor may agree to sell its Vessel on the condition that contemporaneously with the completion of such sale the Facility is prepaid in accordance with the provisions of Clause 4.6 and Clause 5.3 of the Facility Agreement;
10.3.5 the Guarantor may let its Vessel on charter in accordance with the provisions of clause 5.5.14 of the relevant Mortgage;
10.3.6 a vessel owned by any member of the NCLC Group (other than the BorrowerGuarantor) 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
10.2.8 10.3.7 disposals of assets constituting Apollo-Related Transactions may be made.
10.3 10.4 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, make any loan or advance or extend credit to any person, firm or corporation (except any loan, advance or credit made available to passengers on board a vessel for gambling purposes or to ship’s agents and except any loan, advance or credit to the Borrower or a wholly-owned Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the rights of the Beneficiaries under the Security Documents). In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the 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 or a wholly owned Subsidiary of the Borrower (as the case may be) 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 Vessels, their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and it will not compete with the Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) or in any proceedings in connection with the Vessels, their Earnings or Insurances.
10.5 Save as contemplated by this Deed and otherwise in the ordinary course of its business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member as owner of the Group willVessel, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**]corporation.
10.5 10.6 Except with the prior written consent of the Agent, Agent and subject to clause 11.10 of the Facility Agreement the Guarantor will not, and will procure that no other member of the NCLC Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in conducted.
10.7 Except with the reasonable opinion prior written consent of the AgentAgent and subject to clause 11.11 of the Facility Agreement, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clausewill not, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any will procure that no other member of the NCLC Group may will, enter into any amalgamation, restructuremerger or consolidation or anything analogous to the foregoing. However, substantial reorganisation, merger, de-merger, the prior consent of the Agent shall not be required in respect of any consolidation, reorganisation or restructure (including the winding-up, dissolution or anything analogous to cessation of business of any existing Subsidiary of the foregoing whichBorrower, for other than the avoidance of doubtObligors, may include or the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an ) (a) pursuant to the Apollo-Related Transaction Transactions or if such entry, creation (b) involving wholly owned (whether directly or acquisition would not:
10.6.1 indirectly) Subsidiaries of the Guarantor only which does not imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect , PROVIDED THAT, except in relation to the ability Apollo-Related Transactions, the Guarantor has first consulted with the Agent with regard to the proposed consolidation, reorganisation or restructure. Further, no member of the Guarantor to comply with the financial undertakings contained in Clause 11, after NCLC Group will acquire any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6PROVIDED THAT NCL International or NCL America Holdings may so acquire equity, “Group” shall exclude share capital or obligations of a corporation or entity whose business is the Borrower)ownership, operation or management of cruise vessels.
10.7 10.8 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 10.9 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that THAT if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Agent and the Beneficiaries.
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 4.6 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.2.5 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.2.6 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
10.2.8 disposals vessel and NCLL may, following the sale of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent its shares by Arrasas to IOL, a wholly owned Subsidiary of the AgentStar, the Guarantor will not, and will procure that no transfer to other member wholly owned Subsidiaries of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this ClauseStar its vessels “NORWEGIAN WIND”, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this ClauseNORWEGIAN DREAM”, “GroupNORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” shall exclude and “MXXXX XXXX” (the Borrower“Six Vessels”) and PROVIDED FURTHER THAT any change of or discontinuation for their transfer values as set out in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous schedule 8 to the foregoing whichLoan Agreement and sell m.v. “NORWAY” to a third party and, for prior to the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any sale of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security shares as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of NCL America Holdings;
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security PeriodPeriod under each of the Loan Agreements.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agents, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is Loans are prepaid in accordance with the provisions of clause 11 4.6 of each of the Loan AgreementAgreements;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of each of the Loan AgreementAgreements;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.2.5 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.2.6 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
10.2.8 disposals vessel and NCLL may, following the sale of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent its shares by Arrasas to IOL, a wholly owned Subsidiary of the AgentOriginal Guarantor, the Guarantor will not, and will procure that no transfer to other member wholly owned Subsidiaries of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this ClauseOriginal Guarantor its vessels “NORWEGIAN WIND”, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this ClauseNORWEGIAN DREAM”, “GroupNORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” shall exclude and “MXXXX XXXX” (the Borrower“Six Vessels”) and PROVIDED FURTHER THAT any change of or discontinuation for their transfer values as set out in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous schedule 8 to the foregoing whichLoan Agreement and sell m.v. “NORWAY” to a third party and, for prior to the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any sale of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security shares as aforesaid, such security shall be held by transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Guarantor as trustee upon trust for the Beneficiaries.Shareholder;
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 The Guarantor will not, and will procure that none of its Subsidiaries will, create or permit to subsist any Encumbrance on the whole or any part of its present or future assets except for Permitted Liens and Encumbrances created prior to the date hereof.
10.3 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 10.3.1 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 10.3.2 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.3.3 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.3.4 the Guarantor may agree to sell the Vessel with the prior consent of the Agent on the condition that contemporaneously with the completion of such sale Tranche A is cancelled and prepaid in accordance with the provisions of clause 4.3 and clause 4.12 of the Facility Agreement;
10.3.5 the Guarantor may let the Vessel on charter in accordance with the provisions of clause 6.1.16 of the relevant Mortgage;
10.3.6 a vessel owned by any member of the NCLC Group (other than the BorrowerGuarantor) 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
10.2.8 10.3.7 disposals of assets constituting Apollo-Related Transactions may be made.
10.3 10.4 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, make any loan or advance or extend credit to any person, firm or corporation (except any loan, advance or credit made available to passengers on board a vessel for gambling purposes or to ship’s agents and except any loan, advance or credit to the Borrower or a wholly-owned Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the rights of the Beneficiaries under the Security Documents). In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the 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 or a wholly owned Subsidiary of the Borrower (as the case may be) 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 Vessels, their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and it will not compete with the Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) or in any proceedings in connection with the Vessels, their Earnings or Insurances.
10.5 Save as contemplated by this Deed and otherwise in the ordinary course of its business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member as owner of the Group willVessel, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**]corporation.
10.5 10.6 Except with the prior written consent of the AgentAgent and subject to clause 10.10 of the Facility Agreement, the Guarantor will not, and will procure that no other member of the NCLC Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in conducted.
10.7 Except with the reasonable opinion prior consent of the AgentAgent and the German State of Lower Saxony and subject to clause 10.11 of the Facility Agreement, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall will not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, discontinuation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution merger or consolidation or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or nor will it acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an and will procure that no company in the NCLC Group (other than the Shareholder or NCL America Holdings) shall do so. However, the prior consent of the Agent shall not be required in respect of any reorganisation or restructure (including the winding-up, dissolution or cessation of business of any existing Subsidiary of the Borrower, other than the Obligors, or the creation of new Subsidiaries) (a) pursuant to the Apollo-Related Transaction Transactions or if such entry, creation (b) involving wholly owned (whether directly or acquisition would not:
10.6.1 indirectly) Subsidiaries of the Guarantor only which does not imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 Lower Saxony Guarantees or affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect , PROVIDED THAT except in relation to the ability of Apollo-Related Transactions, the Guarantor to comply Borrower has first consulted with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, Agent with regard to the proposed consolidation, winding-up, dissolution reorganisation or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower)restructure.
10.7 10.8 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 10.9 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that THAT if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Agent and the Beneficiaries.
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security PeriodPeriod under each of the Loan Agreements.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agents, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is Loans are prepaid in accordance with the provisions of clause 11 4.6 of each of the Loan AgreementAgreements;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of each of the Loan AgreementAgreements;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.2.5 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.2.6 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
10.2.8 disposals vessel and NCLL may, following the sale of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent its shares by Arrasas to IOL, a wholly owned Subsidiary of the AgentOriginal Guarantor, the Guarantor will not, and will procure that no transfer to other member wholly owned Subsidiaries of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this ClauseOriginal Guarantor its vessels “NORWEGIAN WIND”, “GroupNORWEGIAN DREAM”, “NORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” shall exclude and “XXXXX XXXX” (the Borrower).
10.4 The Guarantor will not, and will procure that no other member “Six Vessels”) for their transfer values as set out in schedule 8 to each of the Group willLoan Agreements and sell m.v. “NORWAY” to a third party and, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any sale of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security shares as aforesaid, such security shall be held by transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Guarantor as trustee upon trust for the Beneficiaries.Shareholder;
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 The Guarantor will not, and will procure that none of its Subsidiaries will, create or permit to subsist any Encumbrance on the whole or any part of its present or future assets except for Permitted Liens and Encumbrances created prior to the date hereof.
10.3 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 10.3.1 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 10.3.2 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.3.3 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.3.4 the Guarantor may agree to sell the Vessel with the prior consent of the Agent on the condition that contemporaneously with the completion of such sale Tranche B is cancelled and prepaid in accordance with the provisions of clause 4.3 and clause 4.12 of the Facility Agreement;
10.3.5 the Guarantor may let the Vessel on charter in accordance with the provisions of clause 6.1.16 of the relevant Mortgage;
10.3.6 a vessel owned by any member of the NCLC Group (other than the BorrowerGuarantor) 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
10.2.8 10.3.7 disposals of assets constituting Apollo-Related Transactions may be made.
10.3 10.4 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, make any loan or advance or extend credit to any person, firm or corporation (except any loan, advance or credit made available to passengers on board a vessel for gambling purposes or to ship’s agents and except any loan, advance or credit to the Borrower or a wholly-owned Subsidiary of the Borrower, which loan, advance or credit is fully subordinated to the rights of the Beneficiaries under the Security Documents). In this Clause “fully subordinated” shall mean that any claim of the lender against the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) in relation to such indebtedness shall rank after and be in all respects subordinate to all of the rights and claims of the 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 or a wholly owned Subsidiary of the Borrower (as the case may be) 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 Vessels, their Earnings or Insurances or the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) and it will not compete with the Agent or the Lenders in a liquidation or other winding-up or bankruptcy of the Borrower or a wholly owned Subsidiary of the Borrower (as the case may be) or in any proceedings in connection with the Vessels, their Earnings or Insurances.
10.5 Save as contemplated by this Deed and otherwise in the ordinary course of its business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member as owner of the Group willVessel, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**]corporation.
10.5 10.6 Except with the prior written consent of the AgentAgent and subject to clause 10.10 of the Facility Agreement, the Guarantor will not, and will procure that no other member of the NCLC Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in conducted.
10.7 Except with the reasonable opinion prior consent of the AgentAgent and the German State of Lower Saxony and subject to clause 10.11 of the Facility Agreement, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall will not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, discontinuation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution merger or consolidation or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or nor will it acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an and will procure that no company in the NCLC Group (other than the Shareholder or NCL America Holdings) shall do so. However, the prior consent of the Agent shall not be required in respect of any reorganisation or restructure (including the winding-up, dissolution or cessation of business of any existing Subsidiary of the Borrower, other than the Obligors, or the creation of new Subsidiaries) (a) pursuant to the Apollo-Related Transaction Transactions or if such entry, creation (b) involving wholly owned (whether directly or acquisition would not:
10.6.1 indirectly) Subsidiaries of the Guarantor only which does not imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 Lower Saxony Guarantees or affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect , PROVIDED THAT except in relation to the ability of Apollo-Related Transactions, the Guarantor to comply Borrower has first consulted with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, Agent with regard to the proposed consolidation, winding-up, dissolution reorganisation or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower)restructure.
10.7 10.8 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 10.9 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that THAT if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Agent and the Beneficiaries.
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 The Guarantor will not, and will procure that none of its Subsidiaries will, create or permit to subsist any Encumbrance on the whole or any part of its present or future assets except for Permitted Liens and Encumbrances created prior to the date hereof.
10.3 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 10.3.1 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 10.3.2 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.3.3 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.3.4 the Guarantor may agree to sell its Vessel on the condition that contemporaneously with the completion of such sale the Facility is prepaid in accordance with the provisions of Clause 4.6 and Clause 5.3 of the Facility Agreement;
10.3.5 the Guarantor may let its Vessel on charter in accordance with the provisions of clause 6.1.14 of the relevant Mortgage;
10.3.6 a vessel owned by any member of the NCLC Group (other than the BorrowerGuarantor) 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
10.2.8 10.3.7 disposals of assets constituting Apollo-Related Transactions may be made.
10.3 10.4 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, make any loan or advance or extend credit to any person, firm or corporation (except in any loan, advance or credit made available to passengers on board a vessel for gambling purposes or to ship’s agents and except any loan, advance or credit to the ordinary course Borrower or a wholly-owned Subsidiary of business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member which loan, advance or credit is fully subordinated to the rights of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations Beneficiaries under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.Security
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1), the Guarantor will not, and will procure that no other member of the Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;; and
10.2.7 a vessel owned by any member of the 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
10.2.8 disposals of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] [Confidential Treatment] Dollars [**] [Confidential Treatment].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted).
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, ,merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation entry or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, or acquisition of any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6Clause, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Agent, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 4.6 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.2.5 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;
10.2.7 10.2.6 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
10.2.8 disposals vessel and NCLL may, following the sale of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent its shares by Arrasas to IOL, a wholly owned Subsidiary of the AgentStar, the Guarantor will not, and will procure that no transfer to other member wholly owned Subsidiaries of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this ClauseStar its vessels “NORWEGIAN WIND”, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this ClauseNORWEGIAN DREAM”, “GroupNORWEGIAN SEA”, “NORWEGIAN MAJESTY”, “NORWEGIAN CROWN” shall exclude and “MXXXX XXXX” (the Borrower“Six Vessels”) and PROVIDED FURTHER THAT any change of or discontinuation for their transfer values as set out in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous schedule 8 to the foregoing whichLoan Agreement and sell m.v. “NORWAY” to a third party and, for prior to the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any sale of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security shares as aforesaid, such security shall be held by transfer its vessel “NORWEGIAN SKY” to Pride of Aloha, Inc., a wholly owned Subsidiary of the Guarantor as trustee upon trust for the Beneficiaries.Shareholder;
Appears in 1 contract
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1)Majority Lenders, the Guarantor will not, and will procure that no other member of the NCLC Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the such sale the Loan is prepaid in accordance with the provisions of clause 11 4.6 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 10.2.5 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;; and
10.2.7 10.2.6 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
10.2.8 disposals vessel and NCLL may, following the sale of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent its shares by Arrasas to IOL, a wholly owned Subsidiary of the AgentOriginal Guarantor, the Guarantor will not, and will procure that no transfer to other member wholly owned Subsidiaries of the Group willOriginal Guarantor its vessels "NORWEGIAN WIND", make any loan or advance or extend credit to any person"NORWEGIAN DREAM", firm or corporation except "NORWEGIAN SEA", "NORWEGIAN MAJESTY", "NORWEGIAN CROWN" and "XXXXX XXXX" (the "SIX VESSELS") for their transfer values as set out in the ordinary course of business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(ies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] Dollars [**].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted.
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous schedule 7 to the foregoing whichLoan Agreement and sell m.v. "NORWAY" to a third party and, for prior to the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any sale of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security shares as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.transfer its vessel "NORWEGIAN SKY" to Pride of Aloha Inc., a wholly owned Subsidiary of NCL America Holdings;
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
General Undertakings: Negative Covenants. 10.1 The undertakings contained in this Clause 10 shall remain in full force from the date of this Deed until the end of the Security Period.
10.2 Except with the prior written consent of the Agent (acting on the instructions of the Lenders in the case of a sale of the Vessel pursuant to Clause 10.2.1), the Guarantor will not, and will procure that no other member of the Group will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, agree to or actually sell, assign, abandon or otherwise transfer or dispose of all or any of its assets or any share or interest therein except that:
10.2.1 the Borrower may agree to sell the Vessel on the condition that contemporaneously with the completion of the sale the Loan is prepaid in accordance with the provisions of clause 11 of the Loan Agreement;
10.2.2 the Borrower may let the Vessel on charter in accordance with the provisions of clause 10 of the Loan Agreement;
10.2.3 disposals may be 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;
10.2.4 disposals may be made (other than by the Borrower) to another member of the Group;
10.2.5 disposals of cash raised or borrowed may be made for the purposes for which such cash was raised or borrowed;
10.2.6 disposals of assets in exchange for other assets comparable or superior as to type and value may be made;; and
10.2.7 a vessel owned by any member of the 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
10.2.8 disposals of assets constituting Apollo-Related Transactions may be made.
10.3 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make any loan or advance or extend credit to any person, firm or corporation except in the ordinary course of business (in this Clause, “Group” shall exclude the Borrower).
10.4 The Guarantor will not, and will procure that no other member of the Group will, issue or enter into any one (1) or more guarantee or indemnity or otherwise become directly or contingently liable for the obligations of any other person, firm or corporation without notifying the Agent promptly thereafter with full details of the amount(s) and the period(s) of the guarantee(s) or indemnity(iesindemniteeies), if such is or are in excess of (in aggregate (if applicable)) the amount of [**] [Confidential Treatment] Dollars [**] [Confidential Treatment].
10.5 Except with the prior written consent of the Agent, the Guarantor will not, and will procure that no other member of the Group will, make or threaten to make any substantial change in its business as presently conducted, or carry on any other business which is substantial in relation to its business as presently conducted so as to affect, in the reasonable opinion of the Agent, the ability of the Guarantor or the Borrower to perform its obligations under the Security Documents to which it is a party PROVIDED THAT any new leisure or hospitality venture embarked upon by any member of the Group shall not constitute a substantial change in its business (in this Clause, “Group” shall exclude the Borrower) and PROVIDED FURTHER THAT any change of or discontinuation in the business activities of any Obligor (other than the Borrower) in accordance with the Apollo-Related Transactions shall be permitted).
10.6 The Guarantor and any other member of the Group may enter into any amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing which, for the avoidance of doubt, may include the creation of new Subsidiaries, or acquire any equity, share capital or obligations of any corporation or other entity if it constitutes an Apollo-Related Transaction or if such entry, creation entry or acquisition would not:
10.6.1 imperil the security created by any of the Security Documents or the Coface Insurance Policy;
10.6.2 affect the ability of any Obligor duly to perform any of its obligations under any Security Document to which it may be a party at any time; or
10.6.3 affect the ability of the Guarantor to comply with the financial undertakings contained in Clause 11, after any such amalgamation, restructure, substantial reorganisation, merger, de-merger, consolidation, winding-up, dissolution or anything analogous to the foregoing has been entered into, or acquisition of any such new Subsidiary has been created or any such equity, share capital or obligations of any corporation or other entity has been acquired (in this Clause 10.6Clause, “Group” shall exclude the Borrower).
10.7 Except with the prior written consent of the Agent, the Guarantor will not alter its financial year end.
10.8 The Guarantor has not taken and shall not take from any other Obligor any security or counter-security in respect of any of its obligations under this Deed PROVIDED ALWAYS that if the Guarantor, in breach of this Clause, takes any security or counter-security as aforesaid, such security shall be held by the Guarantor as trustee upon trust for the Beneficiaries.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
