Common use of Loss Payable Clause Clause in Contracts

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—] 2012 BREAKAWAY FOUR, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] (the “Vessel”) BREAKAWAY FOUR, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—] 2012 BREAKAWAY FOUR, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. To: [To be printed only on copy of the Notice of Assignment givenUnderwriter] ToCc: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs Sir/Madam We acknowledge receipt of a hereby give you notice in the terms set out above that pursuant to an assignment agreement dated [—] 2012 (the “NoticeAssignment”) and made between Breakaway Four, Ltd. (the “Borrower”) and KfW IPEX-Bank GmbH as Collateral Agent (the “Collateral Agent”). We accept , the instructions and authorisations contained in the Notice, we undertake Borrower has assigned to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf a first priority assignment of certain “term loan creditors” in respect all of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s its rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: construction risks insurance policy dated [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] (the “Vessel”) BREAKAWAY FOUR, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances issued for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered post-panamax luxury passenger cruise vessel with the provisional hull number [*] to be constructed by the Yard (the “Construction Risks Insurance Policy”), including all monies which may be payable to the Borrower under or in respect of the Construction Risks Insurance Policy. With effect from your receipt of this letter, notice we hereby undertakegive you notice that:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] S. 678 (the “Vessel”) BREAKAWAY FOURONE, LTD. (the “BorrowerCompany”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake: 1. to hold the insurance slips or contracts, the policies when issued, and any renewals of such policies or any policies substituted therefor with your consent as may be arranged through ourselves and the benefit of the insurances thereunder to your order in accordance with the terms of the Loss Payable Clause set out in Annex 2; and 2. to arrange for the said Loss Payable Clause to be included on the policies when issued; and 3. to have endorsed on each and every policy as and when the same is issued a Notice of Assignment to Underwriters in the form of Annex 3 hereto dated and signed by the Company and acknowledged by underwriters in accordance with market practice; and 4. to advise you promptly if we cease to be the appointed brokers in connection with the insurances covered by this letter or in the event of any material changes of which we are aware affecting such insurances; and 5. following a written application received from you not later than one month before expiry of these insurances to notify you within fourteen days of the receipt of such application in the event of our not having received notice of renewal instructions from the Yard and/or its authorised managers or agents, and in the event of our receiving instructions to renew to advise you promptly of the details thereof; and 6. to forward to you promptly any notices of cancellation that we receive from underwriters; and 7. following a written application from you to advise you promptly of the premium payment situation where such premium is paid or payable through our intermediary; and 8. not to challenge the effectiveness of the assignment to the Collateral Agent of the insurances constituted by this policy; and 9. not to revoke, modify or change the terms of the Loss Payable Clause or the undertakings made herein without the written consent of the Collateral Agent. If and where we are responsible for the payment of premium to underwriters, our above undertakings are given subject to our lien on the policies for premiums and subject to our right of cancellation on default in payment of such premiums but we undertake not to exercise such rights of cancellation without giving you ten days notice in writing either by letter or electronically transmitted message and a reasonable opportunity for you to pay any premiums outstanding. It is understood and agreed that the operation of any automatic termination of cover, cancellation or amendment provisions contained in the policy conditions shall override any undertakings given by us as brokers. Notwithstanding the terms of the said Loss Payable Clause and the Notice, unless and until we receive written notice from you to the contrary, we shall be empowered to arrange for a collision and/or salvage guarantee to be given in the event of bail being required in order to prevent the arrest of the Vessel or to secure the release of the Vessel from arrest following a casualty. Where a guarantee has been given as aforesaid and the guarantor has paid any sum under the guarantee in respect of such claim, there shall be payable directly to the guarantor out of the proceeds of the said policies a sum equal to the sum so paid. This undertaking shall be governed by and construed in accordance with English law and any disputes arising out of or in any way connected with this undertaking shall be submitted to the exclusive jurisdiction of the English courts. This undertaking is subject to all claims and returns of premiums being collected through us as brokers. Yours faithfully For and on behalf of [the Broker] as [Broker] By: Date:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—] 2012 BREAKAWAY FOURTHREE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] (the “Vessel”) BREAKAWAY FOURTHREE, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—●] 2012 BREAKAWAY FOUR2014 SEAHAWK TWO, LTD., the buyer (“"Buyer”") of the vessel presently under construction by Xxxxx Mxxxx Werft GmBH, Papenburg Germany (“"Builder”") with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“"Assignee”") all the Buyer’s 's interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—●] 2012 2014 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s 's parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s 's interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Mxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] HULL NO. [*] (the “"Vessel”") BREAKAWAY FOURSEAHAWK TWO, LTD. (the “"Borrower”") Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Mxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—●] 2012 BREAKAWAY FOUR2014 SEAHAWK ONE, LTD., the buyer (“"Buyer”") of the vessel presently under construction by Xxxxx Mxxxx Werft GmBH, Papenburg Germany (“"Builder”") with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“"Assignee”") all the Buyer’s 's interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—●] 2012 2014 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s 's parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s 's interests in this policy. To: [To be printed only on copy of the Notice of Assignment givenUnderwriter] ToCc: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs Sir/Madam We acknowledge receipt of a hereby give you notice in the terms set out above that pursuant to an assignment agreement dated [●] 2014 (the “NoticeAssignment”) and made between Seahawk One, Ltd. (the “Borrower”) and KfW IPEX-Bank GmbH as Collateral Agent (the “Collateral Agent”). We accept , the instructions and authorisations contained in the Notice, we undertake Borrower has assigned to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf a first priority assignment of certain “term loan creditors” in respect all of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s its rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: construction risks insurance policy dated [To be printed only on copy of the Notice of Assignment given●] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] (the “Vessel”) BREAKAWAY FOUR, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances issued for the benefit of Xxxxx Mxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered post-panamax luxury passenger cruise vessel with the provisional hull number [*] to be constructed by the Yard (the “Construction Risks Insurance Policy”), including all monies which may be payable to the Borrower under or in respect of the Construction Risks Insurance Policy. With effect from your receipt of this letter, notice we hereby undertakegive you notice that:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURTWO, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] S. 692 (the “Vessel”) BREAKAWAY FOURTWO, LTD. (the “BorrowerCompany”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURTWO, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] S. 692 (the “Vessel”) BREAKAWAY FOURTWO, LTD. (the “BorrowerCompany”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment The Loss Payable Clauses to be attached to the relevant Insurances should be substantially in writing dated [—] 2012 BREAKAWAY FOURthe following form: a) HULL AND MACHINERY (MARINE AND WAR RISKS) By an Insurance Assignment made the day of , LTD., (the buyer (“BuyerOwner”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx acting through its office at (the “AssigneeMortgagee”) all the BuyerOwner’s interests rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of “ ” and accordingly: (a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss, and all claims in respect of a major casualty (that is to say any casualty the claim in respect of which exceeds Dollars 500,000 inclusive of any deductible) shall be paid in full to the Mortgagee or to its order; and (b) all other claims proceeds hereunder shall be paid in this policy full to the Owner or to its order, unless and its benefits therein including until the Mortgagee shall have notified the insurers hereunder to the contrary, whereupon all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer Mortgagee or to its order. b) PROTECTION AND INDEMNITY RISKS Payment of any recovery which of (the “Owner”) is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner, shall be made to the Owner or to its order, unless and until underwriters have been otherwise instructed by the Association receives notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above contrary from acting through its office at (the “NoticeMortgagee”). We accept ) in Schedule 64 which event all recoveries shall thereafter be paid to the instructions and authorisations contained in Mortgagee or to its order; provided that no liability whatsoever shall attach to the NoticeAssociation, we undertake its managers or their agents for failure to act in accordance with and comply with the terms latter obligation until the expire of two clear business days from the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] (the “Vessel”) BREAKAWAY FOUR, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:such notice.

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—●] 2012 BREAKAWAY FOUR2014 SEAHAWK ONE, LTD., the buyer (“"Buyer”") of the vessel presently under construction by Xxxxx Mxxxx Werft GmBH, Papenburg Germany (“"Builder”") with hull number [*] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“"Assignee”") all the Buyer’s 's interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—●] 2012 2014 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s 's parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s 's interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Mxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] HULL NO. [*] (the “"Vessel”") BREAKAWAY FOURSEAHAWK ONE, LTD. (the “"Borrower”") Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Mxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. To: [To be printed only on copy of the Notice of Assignment givenUnderwriter] ToCc: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs Sir/Madam We acknowledge receipt of a hereby give you notice in the terms set out above that pursuant to an assignment agreement dated [—] (the “NoticeAssignment”) and made between Breakaway One, Ltd. (the “Company”) and KfW IPEX-Bank GmbH as Collateral Agent (the “Collateral Agent”). We accept , the instructions and authorisations contained in the Notice, we undertake Company has assigned to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf a second priority assignment of certain “term loan creditors” in respect all of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Borrower’s its rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: construction risks insurance policy dated [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] (the “Vessel”) BREAKAWAY FOUR, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior liens held by the Collateral Agent as security trustee on behalf of certain “term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Borrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances issued for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower approving us as the appointed brokers Company in connection with the insurances covered post-panamax luxury passenger cruise vessel with approximately 143,500 gt and the provisional hull number S.678 to be constructed by the Yard (the “Construction Risks Insurance Policy”), including all monies which may be payable to the Company under or in respect of the Construction Risks Insurance Policy. With effect from your receipt of this letter, notice we hereby undertakegive you notice that:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] S. 678 (the “Vessel”) BREAKAWAY FOURONE, LTD. (the “BorrowerCompany”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake: 1. to hold the insurance slips or contracts, the policies when issued, and any renewals of such policies or any policies substituted therefor with your consent as may be arranged through ourselves and the benefit of the insurances thereunder to your order in accordance with the terms of the Loss Payable Clause set out in Annex 2; and 2. to arrange for the said Loss Payable Clause to be included on the policies when issued; and 3. to have endorsed on each and every policy as and when the same is issued a Notice of Assignment to Underwriters in the form of Annex 3 hereto dated and signed by the Company and acknowledged by underwriters in accordance with market practice; and 4. to advise you promptly if we cease to be the appointed brokers in connection with the insurances covered by this letter or in the event of any material changes of which we are aware affecting such insurances; and 5. following a written application received from you not later than one month before expiry of these insurances to notify you within fourteen days of the receipt of such application in the event of our not having received notice of renewal instructions from the Yard and/or its authorised managers or agents, and in the event of our receiving instructions to renew to advise you promptly of the details thereof; and 6. to forward to you promptly any notices of cancellation that we receive from underwriters; and 7. following a written application from you to advise you promptly of the premium payment situation where such premium is paid or payable through our intermediary; and 8. not to challenge the effectiveness of the assignment to the Collateral Agent of the insurances constituted by this policy; and 9. not to revoke, modify or change the terms of the Loss Payable Clause or the undertakings made herein without the written consent of the Collateral Agent. If and where we are responsible for the payment of premium to underwriters, our above undertakings are given subject to our lien on the policies for premiums and subject to our right of cancellation on default in payment of such premiums but we undertake not to exercise such rights of cancellation without giving you ten days notice in writing either by letter or electronically transmitted message and a reasonable opportunity for you to pay any premiums outstanding. It is understood and agreed that the operation of any automatic termination of cover, cancellation or amendment provisions contained in the policy conditions shall override any undertakings given by us as brokers. Notwithstanding the terms of the said Loss Payable Clause and the Notice, unless and until we receive written notice from you to the contrary, we shall be empowered to arrange for a collision and/or salvage guarantee to be given in the event of bail being required in order to prevent the arrest of the Vessel or to secure the release of the Vessel from arrest following a casualty. Where a guarantee has been given as aforesaid and the guarantor has paid any sum under the guarantee in respect of such claim, there shall be payable directly to the guarantor out of the proceeds of the said policies a sum equal to the sum so paid. This undertaking shall be governed by and construed in accordance with English law and any disputes arising out of or in any way connected with this undertaking shall be submitted to the exclusive jurisdiction of the English courts. This undertaking is subject to all claims and returns of premiums being collected through us as brokers. Yours faithfully For and on behalf of as [Broker] By: Date:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURTWO, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] S. 692 (the “Vessel”) BREAKAWAY FOURTWO, LTD. (the “BorrowerCompany”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY FOURTWO, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*—] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. [*] S. 692 (the “Vessel”) BREAKAWAY FOURTWO, LTD. (the “BorrowerCompany”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated [—20[•] 2012 BREAKAWAY FOURONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [*•] has assigned to KFW IPEX-BANK GMBH of Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx [•] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—•] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—•] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—•] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—•] HULL NO. [*] (the “Vessel”) BREAKAWAY FOUR, LTD. (the “Borrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of junior senior liens held by the Collateral Agent as security trustee on behalf of certain “term loan ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the BorrowerCompany’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Borrower Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Borrower Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake: 1. to hold the insurance slips or contracts, the policies when issued, and any renewals of such policies or any policies substituted therefor with your consent as may be arranged through ourselves and the benefit of the insurances thereunder to your order in accordance with the terms of the Loss Payable Clause set out in Annex 2; and 2. to arrange for the said Loss Payable Clause to be included on the policies when issued; and 3. to have endorsed on each and every policy as and when the same is issued a Notice of Assignment to Underwriters in the form of Annex 3 hereto dated and signed by the Company and acknowledged by underwriters in accordance with market practice; and 4. to advise you promptly if we cease to be the appointed brokers in connection with the insurances covered by this letter or in the event of any material changes of which we are aware affecting such insurances; and 5. following a written application received from you not later than one month before expiry of these insurances to notify you within fourteen days of the receipt of such application in the event of our not having received notice of renewal instructions from the Yard and/or its authorised managers or agents, and in the event of our receiving instructions to renew to advise you promptly of the details thereof; and 6. to forward to you promptly any notices of cancellation that we receive from underwriters; and 7. following a written application from you to advise you promptly of the premium payment situation where such premium is paid or payable through our intermediary; and 8. not to challenge the effectiveness of the assignment to the Collateral Agent of the insurances constituted by this policy; and 9. not to revoke, modify or change the terms of the Loss Payable Clause or the undertakings made herein without the written consent of the Collateral Agent. If and where we are responsible for the payment of premium to underwriters, our above undertakings are given subject to our lien on the policies for premiums and subject to our right of cancellation on default in payment of such premiums but we undertake not to exercise such rights of cancellation without giving you ten days notice in writing either by letter or electronically transmitted message and a reasonable opportunity for you to pay any premiums outstanding. It is understood and agreed that the operation of any automatic termination of cover, cancellation or amendment provisions contained in the policy conditions shall override any undertakings given by us as brokers. Notwithstanding the terms of the said Loss Payable Clause and the Notice, unless and until we receive written notice from you to the contrary, we shall be empowered to arrange for a collision and/or salvage guarantee to be given in the event of bail being required in order to prevent the arrest of the Vessel or to secure the release of the Vessel from arrest following a casualty. Where a guarantee has been given as aforesaid and the guarantor has paid any sum under the guarantee in respect of such claim, there shall be payable directly to the guarantor out of the proceeds of the said policies a sum equal to the sum so paid. This undertaking shall be governed by and construed in accordance with English law and any disputes arising out of or in any way connected with this undertaking shall be submitted to the exclusive jurisdiction of the English courts. This undertaking is subject to all claims and returns of premiums being collected through us as brokers. Yours faithfully For and on behalf of [the Broker] as [Broker] By: Date: