Common use of Owner’s Covenants as to Operation and Maintenance Clause in Contracts

Owner’s Covenants as to Operation and Maintenance. Section 6.1 The Owner covenants with the Mortgagee and undertakes throughout the Security Period at the Owner’s own expense that it will in respect of the Vessel: 6.1.1 keep it in a good and efficient state of repair so as to maintain it to the highest classification available for a vessel of its age and type free of all recommendations and qualifications with Det Norske Veritas or another classification society listed on Schedule 7.21 of the Credit Agreement (or another internationally recognized classification society reasonably acceptable to the Facility Agent). On the date hereof and annually thereafter, it will furnish to the Mortgagee a statement by such classification society that such classification is maintained. It will comply with all recommendations, regulations and requirements (statutory or otherwise) from time to time applicable to the Vessel and shall have on board as and when required thereby valid certificates showing compliance therewith and shall procure that all repairs to or replacements of any damaged, worn or lost parts or equipment are carried out (both as regards workmanship and quality of materials) so as not to diminish the value or class of the Vessel. It will not make any materially adverse modifications or alterations to the Vessel or any part thereof without the prior consent of the Mortgagee; 6.1.2 submit it to continuous survey in respect of its machinery and hull and such other surveys as may be required for classification purposes and, if so required by the Mortgagee, supply to the Mortgagee copies in English of the survey reports; 6.1.3 permit surveyors or agents appointed by the Mortgagee to board the Vessel at all reasonable times to inspect its condition or satisfy themselves as to repairs proposed or already carried out and afford all proper facilities for such inspections; 6.1.4 comply, or procure that the relevant Manager will comply, with the ISM Code or any replacement of the ISM Code and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISM Code and at all times thereafter: (a) hold, or procure that the relevant Manager holds, a valid Document of Compliance duly issued to the Owner or the relevant Manager (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate duly issued to the Vessel pursuant to the ISM Code; (b) provide the Mortgagee with copies of any such Document of Compliance and Safety Management Certificate as soon as the same are issued; and (c) keep, or procure that there is kept, on board the Vessel a copy of any such Document of Compliance and the original of any such Safety Management Certificate; 6.1.5 not employ the Vessel or permit its employment in any trade or business which is forbidden by any applicable law or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render it liable to condemnation in a prize court or to destruction, seizure or confiscation or that may expose the Vessel to penalties. In the event of hostilities in any part of the world (whether war be declared or not) it will not employ the Vessel or permit its employment in carrying any contraband goods; 6.1.6 not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) abandon the Vessel in a foreign port, (iii) engage in any unlawful trade or violate any law or carry any cargo that will expose the Vessel to penalty, forfeiture or capture, and (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration of the Vessel under the laws and regulations of the Commonwealth of the Bahamas and will at all times keep the Vessel duly documented thereunder; 6.1.7 promptly provide the Mortgagee with: (a) all information which the Mortgagee may reasonably require regarding the Vessel, its employment, earnings, position and engagements; (b) particulars of all towages and salvages; and (c) copies of all charters and other contracts for its employment and otherwise concerning it; 6.1.8 notify the Mortgagee forthwith upon: (a) any claim for material breach of the ISM Code or the ISPS Code being made against the Owner, an ISM Responsible Person or the manager of the Vessel in connection with the Vessel; or (b) any other matter, event or incident, actual or which will or could lead to the material non-compliance with the ISM Code or the ISPS Code; and keep the Mortgagee advised in writing on a regular basis and in such detail as the Mortgagee shall require, of the Owner’s and Vessel manager’s response to the items referred to in subclauses (a) and (b) above; 6.1.9 give notice to the Mortgagee promptly and in reasonable detail upon any Credit Party becoming aware of: (a) accidents to the Vessel involving repairs the cost of which will or is likely to exceed [*]; (b) the Vessel becoming or being likely to become a Total Loss or a Compulsory Acquisition; (c) any recommendation or requirement made by any insurer or classification society or by any competent authority which is not complied with within any time limit relating thereto; (d) any writ served against or any arrest of the Vessel or the exercise of any lien or purported lien on the Vessel, its Earnings or Insurances; (e) the occurrence of any Event of Default; (f) the Vessel ceasing to be registered as a Bahamian vessel or anything which is done or not done whereby such registration may be imperiled; (g) it becoming impossible or unlawful for it to fulfill any of its obligations under the Secured Debt Documents; and (h) anything done or permitted or not done in respect of the Vessel by any person which is likely to imperil the security created by the Secured Debt Documents; 6.1.10 promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls, dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof provided always that the Owner shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested debt, damage or liability which, either individually or in aggregate exceeds [*] shall forthwith be provided to the Mortgagee. As and when the Mortgagee may so require it will make such books available for inspection on behalf of the Mortgagee and provide evidence satisfactory to the Mortgagee that the wages and allotments and the insurance and pension contributions of the master and crew are being regularly paid, that all deductions of crew’s wages in respect of any tax liability are being properly accounted for and that the master has no claim for disbursements other than those incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection; 6.1.11 maintain the type of the Vessel as at the date hereof and not put the Vessel into the possession of any person without the prior consent of the Mortgagee for the purpose of work being done on it in an amount exceeding or likely to exceed [*] unless such person shall first have given to the Mortgagee a written undertaking addressed to the Mortgagee in terms reasonably satisfactory to the Mortgagee agreeing not to exercise a lien on the Vessel or its Earnings for the cost of such work or for any other reason; 6.1.12 promptly pay and discharge all liabilities which have given rise, or may give rise, to liens or claims enforceable against the Vessel under the laws of all countries to whose jurisdiction the Vessel may from time to time be subject provided always that the Owner shall not be obliged to compromise any liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested liabilities which, either individually or in aggregate, exceed [*] shall be forthwith provided to the Mortgagee. If the Vessel is arrested or detained for any reason it will procure the Vessel’s immediate release by providing bail or taking such other steps as the circumstances may require; 6.1.13 give to the Mortgagee at such times as it may from time to time require a certificate, duly signed on the Owner’s behalf as to the amount of any debts, damages and liabilities relating to the Vessel and, if so required by any Secured Debt Document or this Deed, forthwith discharge such debts, damages and liabilities to the Mortgagee’s satisfaction; 6.1.14 not transfer or change the flag of documentation or home port of the Vessel except to the extent permitted by Section 9.13 of the Credit Agreement; 6.1.15 where the Vessel trades in the territorial waters of the United States of America, take all reasonable precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America (as the same may be amended and/or re-enacted from time to time hereafter) or any similar legislation applicable to the Vessel in any other jurisdiction in which the Vessel shall trade (a “Relevant Jurisdiction”) and, for this purpose shall (inter alia) enter into a “Carrier Initiative Agreement” with the United States’ Bureau of Customs and Border Protection (if such is possible) or into voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America (if such is possible and appropriate to cruise vessels) and procure that the same (or a similar agreement or arrangement in a Relevant Jurisdiction) is maintained in full force and effect and its obligations thereunder performed by it in respect of the Vessel throughout any period of United States of America (including coastal waters over which it claims jurisdiction) or Relevant Jurisdiction related trading; 6.1.16 not enter into: (a) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel; or (b) any (x) demise or bareboat charter other than a demise or bareboat charter of the Vessel made with another member of the NCLC Group or (y) charter or other form of deployment of the Vessel to a charterer that is not a member of the NCLC group (A) which, with the exercise of any options for extension, could be for a period longer than 13 months or (B) which is other than at or about market rate at the time when the charter or deployment is fixed, unless, in each case, the Owner procures (or in the case of clause (y) uses commercially reasonable efforts to procure) that (i) each of the Owner and the charterer assigns the benefit of any such charter to the Mortgagee, (ii) each of the Owner and the charterer assigns its interest in the insurances in respect of the Vessel to the Mortgagee, and (iii) the charterer agrees to subordinate its interests in the Vessel to the interests of the Mortgagee, all on terms and conditions reasonably acceptable to the Mortgagee. The Owner hereby agrees that at any time and from time to time (and to the extent that the same has, where applicable, been approved by the Mortgagee in accordance with the above provisions) upon entering into any (a) charter or similar contract that has as of the execution date of such charter or similar contract a remaining term of 13 months or greater (including any renewal option) and (b) demise or bareboat charter of the Vessel with another member of the NCLC Group, it will promptly and duly execute and deliver to and in favor of the Mortgagee at the cost and expense of the Owner an Assignment of Charters and it will promptly execute and deliver any and all such further instruments and documents as the Mortgagee, and its successors, transferees or assignees, may reasonably require in order to obtain the full benefits of this Assignment, the Assignment of Charters and of the rights and powers herein and therein granted. The Owner covenants to use commercially reasonable efforts to obtain the consent of the charterer under said charter to the Assignment of Charters pursuant to the terms of the Assignment of Charters or in other form and substance reasonably satisfactory to the Mortgagee; 6.1.17 except with the prior consent of the Mortgagee (not to be unreasonably withheld), not: (a) permit any person other than the relevant Manager to be the manager of, including providing crewing services to, the Vessel; (b) permit any amendment to be made to the terms of the management agreement in respect of the Vessel that is materially adverse to the Mortgagee, provided that the amendment does not imperil the security to be provided pursuant to the Secured Debt Documents or adversely affect the ability of any Credit Party to perform its obligations under the Secured Debt Documents; or (c) permit the Vessel to be employed other than within the NCL Group or NCL America brand (as applicable); 6.1.18 to comply in relation to the Vessel with the ISPS Code or any replacement of the ISPS Code and in particular, without limitation: (a) to procure that the Vessel and the company responsible for the Vessel’s compliance with the ISPS Code comply with the ISPS Code; (b) to maintain for the Vessel throughout the Security Period a valid and current ISSC; and 6.1.19 to provide the Mortgagee with a copy of any such ISSC as soon as the same is issued.

Owner’s Covenants as to Operation and Maintenance. Section 6.1 The Owner covenants with the Mortgagee and undertakes throughout the Security Period at the Owner’s own expense that it will in respect of the Vessel: 6.1.1 keep it in a good and efficient state of repair so as to maintain it to the highest classification available for a vessel of its age and type free of all recommendations and qualifications with Det Norske Veritas DNV GL or another classification society listed on Schedule 7.21 of the Credit Agreement (or another internationally recognized classification society reasonably acceptable to the Facility Agent). On the date hereof and annually thereafter, it will furnish to the Mortgagee a statement by such classification society that such classification is maintained. It will comply with all recommendations, regulations and requirements (statutory or otherwise) from time to time applicable to the Vessel and shall have on board as and when required thereby valid certificates showing compliance therewith and shall procure that all repairs to or replacements of any damaged, worn or lost parts or equipment are carried out (both as regards workmanship and quality of materials) so as not to diminish the value or class of the Vessel. It will not make any materially adverse modifications or alterations to the Vessel or any part thereof without the prior consent of the Mortgagee; 6.1.2 submit it to continuous survey in respect of its machinery and hull and such other surveys as may be required for classification purposes and, if so required by the Mortgagee, supply to the Mortgagee copies in English of the survey reports; 6.1.3 permit surveyors or agents appointed by the Mortgagee to board the Vessel at all reasonable times to inspect its condition or satisfy themselves as to repairs proposed or already carried out and afford all proper facilities for such inspections; 6.1.4 comply, or procure that the relevant Manager will comply, with the ISM Code or any replacement of the ISM Code and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISM Code and at all times thereafter: (a) hold, or procure that the relevant Manager holds, a valid Document of Compliance duly issued to the Owner or the relevant Manager (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate duly issued to the Vessel pursuant to the ISM Code; (b) provide the Mortgagee with copies of any such Document of Compliance and Safety Management Certificate as soon as the same are issued; and (c) keep, or procure that there is kept, on board the Vessel a copy of any such Document of Compliance and the original of any such Safety Management Certificate; 6.1.5 not employ the Vessel or permit its employment in any trade or business which is forbidden by any applicable law or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render it liable to condemnation in a prize court or to destruction, seizure or confiscation or that may expose the Vessel to penalties. In the event of hostilities in any part of the world (whether war be declared or not) it will not employ the Vessel or permit its employment in carrying any contraband goods; 6.1.6 not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) abandon the Vessel in a foreign port, (iii) engage in any unlawful trade or violate any law or carry any cargo that will expose the Vessel to penalty, forfeiture or capture, and (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration of the Vessel under the laws and regulations of the Commonwealth of the Bahamas and will at all times keep the Vessel duly documented thereunder; 6.1.7 promptly provide the Mortgagee with: (a) all information which the Mortgagee may reasonably require regarding the Vessel, its employment, earnings, position and engagements; (b) particulars of all towages and salvages; and (c) copies of all charters and other contracts for its employment and otherwise concerning it; 6.1.8 notify the Mortgagee forthwith upon: (a) any claim for material breach of the ISM Code or the ISPS Code being made against the Owner, an ISM Responsible Person or the manager of the Vessel in connection with the Vessel; or (b) any other matter, event or incident, actual or which will or could lead to the material non-compliance with the ISM Code or the ISPS Code; and keep the Mortgagee advised in writing on a regular basis and in such detail as the Mortgagee shall require, of the Owner’s and Vessel manager’s response to the items referred to in subclauses (a) and (b) above; 6.1.9 give notice to the Mortgagee promptly and in reasonable detail upon any Credit Party becoming aware of: (a) accidents to the Vessel involving repairs the cost of which will or is likely to exceed [*]; (b) the Vessel becoming or being likely to become a Total Loss or a Compulsory Acquisition; (c) any recommendation or requirement made by any insurer or classification society or by any competent authority which is not complied with within any time limit relating thereto; (d) any writ served against or any arrest of the Vessel or the exercise of any lien or purported lien on the Vessel, its Earnings or Insurances; (e) the occurrence of any Event of Default; (f) the Vessel ceasing to be registered as a Bahamian vessel or anything which is done or not done whereby such registration may be imperiled; (g) it becoming impossible or unlawful for it to fulfill any of its obligations under the Secured Debt Documents; and (h) anything done or permitted or not done in respect of the Vessel by any person which is likely to imperil the security created by the Secured Debt Documents; 6.1.10 promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls, dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof provided always that the Owner shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested debt, damage or liability which, either individually or in aggregate exceeds [*] shall forthwith be provided to the Mortgagee. As and when the Mortgagee may so require it will make such books available for inspection on behalf of the Mortgagee and provide evidence satisfactory to the Mortgagee that the wages and allotments and the insurance and pension contributions of the master and crew are being regularly paid, that all deductions of crew’s wages in respect of any tax liability are being properly accounted for and that the master has no claim for disbursements other than those incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection; 6.1.11 maintain the type of the Vessel as at the date hereof and not put the Vessel into the possession of any person without the prior consent of the Mortgagee for the purpose of work being done on it in an amount exceeding or likely to exceed [*] unless such person shall first have given to the Mortgagee a written undertaking addressed to the Mortgagee in terms reasonably satisfactory to the Mortgagee agreeing not to exercise a lien on the Vessel or its Earnings for the cost of such work or for any other reason; 6.1.12 promptly pay and discharge all liabilities which have given rise, or may give rise, to liens or claims enforceable against the Vessel under the laws of all countries to whose jurisdiction the Vessel may from time to time be subject provided always that the Owner shall not be obliged to compromise any liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested liabilities which, either individually or in aggregate, exceed [*] shall be forthwith provided to the Mortgagee. If the Vessel is arrested or detained for any reason it will procure the Vessel’s immediate release by providing bail or taking such other steps as the circumstances may require; 6.1.13 give to the Mortgagee at such times as it may from time to time require a certificate, duly signed on the Owner’s behalf as to the amount of any debts, damages and liabilities relating to the Vessel and, if so required by any Secured Debt Document or this Deed, forthwith discharge such debts, damages and liabilities to the Mortgagee’s satisfaction; 6.1.14 not transfer or change the flag of documentation or home port of the Vessel except to the extent permitted by Section 9.13 of the Credit Agreement; 6.1.15 where the Vessel trades in the territorial waters of the United States of America, take all reasonable precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America (as the same may be amended and/or re-enacted from time to time hereafter) or any similar legislation applicable to the Vessel in any other jurisdiction in which the Vessel shall trade (a “Relevant Jurisdiction”) and, for this purpose shall (inter alia) enter into a “Carrier Initiative Agreement” with the United States’ Bureau of Customs and Border Protection (if such is possible) or into voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America (if such is possible and appropriate to cruise vessels) and procure that the same (or a similar agreement or arrangement in a Relevant Jurisdiction) is maintained in full force and effect and its obligations thereunder performed by it in respect of the Vessel throughout any period of United States of America (including coastal waters over which it claims jurisdiction) or Relevant Jurisdiction related trading; 6.1.16 not enter into: (a) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel; or (b) any (x) demise or bareboat charter other than a demise or bareboat charter of the Vessel made with another member of the NCLC Group or (y) charter or other form of deployment of the Vessel to a charterer that is not a member of the NCLC group (A) which, with the exercise of any options for extension, could be for a period longer than 13 months or (B) which is other than at or about market rate at the time when the charter or deployment is fixed, unless, in each case, the Owner procures (or in the case of clause (y) uses commercially reasonable efforts to procure) that (i) each of the Owner and the charterer assigns the benefit of any such charter to the Mortgagee, (ii) each of the Owner and the charterer assigns its interest in the insurances in respect of the Vessel to the Mortgagee, and (iii) the charterer agrees to subordinate its interests in the Vessel to the interests of the Mortgagee, all on terms and conditions reasonably acceptable to the Mortgagee. The Owner hereby agrees that at any time and from time to time (and to the extent that the same has, where applicable, been approved by the Mortgagee in accordance with the above provisions) upon entering into any (a) charter or similar contract that has as of the execution date of such charter or similar contract a remaining term of 13 months or greater (including any renewal option) and (b) demise or bareboat charter of the Vessel with another member of the NCLC Group, it will promptly and duly execute and deliver to and in favor of the Mortgagee at the cost and expense of the Owner an Assignment of Charters and it will promptly execute and deliver any and all such further instruments and documents as the Mortgagee, and its successors, transferees or assignees, may reasonably require in order to obtain the full benefits of this Assignment, the Assignment of Charters and of the rights and powers herein and therein granted. The Owner covenants to use commercially reasonable efforts to obtain the consent of the charterer under said charter to the Assignment of Charters pursuant to the terms of the Assignment of Charters or in other form and substance reasonably satisfactory to the Mortgagee; 6.1.17 except with the prior consent of the Mortgagee (not to be unreasonably withheld), not: (a) permit any person other than the relevant Manager to be the manager of, including providing crewing services to, the Vessel; (b) permit any amendment to be made to the terms of the management agreement in respect of the Vessel that is materially adverse to the Mortgagee, provided that the amendment does not imperil the security to be provided pursuant to the Secured Debt Documents or adversely affect the ability of any Credit Party to perform its obligations under the Secured Debt Documents; or (c) permit the Vessel to be employed other than within the NCL Group or NCL America brand (as applicable); 6.1.18 to comply in relation to the Vessel with the ISPS Code or any replacement of the ISPS Code and in particular, without limitation: (a) to procure that the Vessel and the company responsible for the Vessel’s compliance with the ISPS Code comply with the ISPS Code; (b) to maintain for the Vessel throughout the Security Period a valid and current ISSC; and 6.1.19 to provide the Mortgagee with a copy of any such ISSC as soon as the same is issued.

Owner’s Covenants as to Operation and Maintenance. Section 6.1 The Owner covenants with the Mortgagee and undertakes throughout the Security Period at the Owner’s own expense that it will in respect of the Vessel: 6.1.1 keep it her in a good and efficient state of repair so as to maintain it her to the highest classification available for a vessel of its her age and type free of all recommendations and qualifications with Det Norske Veritas or another such other classification society listed on Schedule 7.21 of the Credit Agreement (or another internationally recognized classification society reasonably acceptable to the Facility AgentMortgagee (acting on the instructions of the Required Lenders). On the date hereof and annually thereafter, it will furnish to the Mortgagee a statement by such classification society that such classification is maintained. It will comply with all recommendations, regulations and requirements (statutory or otherwise) from time to time applicable to the Vessel and shall have on board as and when required thereby valid certificates showing compliance therewith and shall procure that all repairs to or replacements of any damaged, worn or lost parts or equipment are carried out (both as regards workmanship and quality of materials) so as not to diminish the value or class of the Vessel. It will not make any materially adverse substantial modifications or alterations to the Vessel or any part thereof without the prior consent of the Mortgagee; 6.1.2 submit it her to continuous survey in respect of its her machinery and hull and such other surveys as may be required for classification purposes and, if so required by the Mortgagee, supply to the Mortgagee copies in English of the survey reports; 6.1.3 permit surveyors or agents appointed by the Mortgagee to board the Vessel at all reasonable times to inspect its her condition or satisfy themselves as to repairs proposed or already carried out and afford all proper facilities for such inspections; 6.1.4 comply, or procure that the relevant Manager will comply, with the ISM Code or any replacement of the ISM Code and in particular, without prejudice to the generality of the foregoing, as and when required to do so by the ISM Code and at all times thereafter: (a) hold, or procure that the relevant Manager holds, a valid Document of Compliance duly issued to the Owner or the relevant Manager (as the case may be) pursuant to the ISM Code and a valid Safety Management Certificate duly issued to the Vessel pursuant to the ISM Code; (b) provide the Mortgagee with copies of any such Document of Compliance and Safety Management Certificate as soon as the same are issued; and (c) keep, or procure that there is kept, on board the Vessel a copy of any such Document of Compliance and the original of any such Safety Management Certificate; 6.1.5 not employ the Vessel or permit its employment in any trade or business which is forbidden by any applicable law or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render it liable to condemnation in a prize court or to destruction, seizure or confiscation or that may expose the Vessel to penalties. In the event of hostilities in any part of the world (whether war be declared or not) it will not employ the Vessel or permit its employment in carrying any contraband goods; 6.1.6 not (i) cause or permit the Vessel to be operated in any manner contrary to law, (ii) abandon the Vessel in a foreign port, (iii) engage in any unlawful trade or violate any law or carry any cargo that will expose the Vessel to penalty, forfeiture or capture, and (iv) do, or suffer or permit to be done, anything which can or may injuriously affect the registration of the Vessel under the laws and regulations of the Commonwealth of the Bahamas and will at all times keep the Vessel duly documented thereunder; 6.1.7 promptly provide the Mortgagee with: (a) all information which the Mortgagee may reasonably require regarding the Vessel, its employment, earnings, position and engagements; (b) particulars of all towages and salvages; and (c) copies of all charters and other contracts for its employment and otherwise concerning it; 6.1.8 notify the Mortgagee forthwith upon: (a) any claim for material breach of the ISM Code or the ISPS Code being made against the Owner, an ISM Responsible Person or the manager of the Vessel in connection with the Vessel; or (b) any other matter, event or incident, actual or which will or could lead to the material non-compliance with the ISM Code or the ISPS Code; and keep the Mortgagee advised in writing on a regular basis and in such detail as the Mortgagee shall require, of the Owner’s and Vessel manager’s response to the items referred to in subclauses (a) and (b) above; 6.1.9 give notice to the Mortgagee promptly and in reasonable detail upon any Credit Party becoming aware of: (a) accidents to the Vessel involving repairs the cost of which will or is likely to exceed [*]; (b) the Vessel becoming or being likely to become a Total Loss or a Compulsory Acquisition; (c) any recommendation or requirement made by any insurer or classification society or by any competent authority which is not complied with within any time limit relating thereto; (d) any writ served against or any arrest of the Vessel or the exercise of any lien or purported lien on the Vessel, its Earnings or Insurances; (e) the occurrence of any Event of Default; (f) the Vessel ceasing to be registered as a Bahamian vessel or anything which is done or not done whereby such registration may be imperiled; (g) it becoming impossible or unlawful for it to fulfill any of its obligations under the Secured Debt Documents; and (h) anything done or permitted or not done in respect of the Vessel by any person which is likely to imperil the security created by the Secured Debt Documents; 6.1.10 promptly pay and discharge all debts, damages and liabilities, taxes, assessments, charges, fines, penalties, tolls, dues and other outgoings in respect of the Vessel and keep proper books of account in respect thereof provided always that the Owner shall not be obliged to compromise any debts, damages and liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested debt, damage or liability which, either individually or in aggregate exceeds [*] shall forthwith be provided to the Mortgagee. As and when the Mortgagee may so require it will make such books available for inspection on behalf of the Mortgagee and provide evidence satisfactory to the Mortgagee that the wages and allotments and the insurance and pension contributions of the master and crew are being regularly paid, that all deductions of crew’s wages in respect of any tax liability are being properly accounted for and that the master has no claim for disbursements other than those incurred in the ordinary course of trading on the voyage then in progress or completed prior to such inspection; 6.1.11 maintain the type of the Vessel as at the date hereof and not put the Vessel into the possession of any person without the prior consent of the Mortgagee for the purpose of work being done on it in an amount exceeding or likely to exceed [*] unless such person shall first have given to the Mortgagee a written undertaking addressed to the Mortgagee in terms reasonably satisfactory to the Mortgagee agreeing not to exercise a lien on the Vessel or its Earnings for the cost of such work or for any other reason; 6.1.12 promptly pay and discharge all liabilities which have given rise, or may give rise, to liens or claims enforceable against the Vessel under the laws of all countries to whose jurisdiction the Vessel may from time to time be subject provided always that the Owner shall not be obliged to compromise any liabilities as aforesaid which are being contested in good faith subject always that full details of any such contested liabilities which, either individually or in aggregate, exceed [*] shall be forthwith provided to the Mortgagee. If the Vessel is arrested or detained for any reason it will procure the Vessel’s immediate release by providing bail or taking such other steps as the circumstances may require; 6.1.13 give to the Mortgagee at such times as it may from time to time require a certificate, duly signed on the Owner’s behalf as to the amount of any debts, damages and liabilities relating to the Vessel and, if so required by any Secured Debt Document or this Deed, forthwith discharge such debts, damages and liabilities to the Mortgagee’s satisfaction; 6.1.14 not transfer or change the flag of documentation or home port of the Vessel except to the extent permitted by Section 9.13 of the Credit Agreement; 6.1.15 where the Vessel trades in the territorial waters of the United States of America, take all reasonable precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America (as the same may be amended and/or re-enacted from time to time hereafter) or any similar legislation applicable to the Vessel in any other jurisdiction in which the Vessel shall trade (a “Relevant Jurisdiction”) and, for this purpose shall (inter alia) enter into a “Carrier Initiative Agreement” with the United States’ Bureau of Customs and Border Protection (if such is possible) or into voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America (if such is possible and appropriate to cruise vessels) and procure that the same (or a similar agreement or arrangement in a Relevant Jurisdiction) is maintained in full force and effect and its obligations thereunder performed by it in respect of the Vessel throughout any period of United States of America (including coastal waters over which it claims jurisdiction) or Relevant Jurisdiction related trading; 6.1.16 not enter into: (a) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel; or (b) any (x) demise or bareboat charter other than a demise or bareboat charter of the Vessel made with another member of the NCLC Group or (y) charter or other form of deployment of the Vessel to a charterer that is not a member of the NCLC group (A) which, with the exercise of any options for extension, could be for a period longer than 13 months or (B) which is other than at or about market rate at the time when the charter or deployment is fixed, unless, in each case, the Owner procures (or in the case of clause (y) uses commercially reasonable efforts to procure) that (i) each of the Owner and the charterer assigns the benefit of any such charter to the Mortgagee, (ii) each of the Owner and the charterer assigns its interest in the insurances in respect of the Vessel to the Mortgagee, and (iii) the charterer agrees to subordinate its interests in the Vessel to the interests of the Mortgagee, all on terms and conditions reasonably acceptable to the Mortgagee. The Owner hereby agrees that at any time and from time to time (and to the extent that the same has, where applicable, been approved by the Mortgagee in accordance with the above provisions) upon entering into any (a) charter or similar contract that has as of the execution date of such charter or similar contract a remaining term of 13 months or greater (including any renewal option) and (b) demise or bareboat charter of the Vessel with another member of the NCLC Group, it will promptly and duly execute and deliver to and in favor of the Mortgagee at the cost and expense of the Owner an Assignment of Charters and it will promptly execute and deliver any and all such further instruments and documents as the Mortgagee, and its successors, transferees or assignees, may reasonably require in order to obtain the full benefits of this Assignment, the Assignment of Charters and of the rights and powers herein and therein granted. The Owner covenants to use commercially reasonable efforts to obtain the consent of the charterer under said charter to the Assignment of Charters pursuant to the terms of the Assignment of Charters or in other form and substance reasonably satisfactory to the Mortgagee; 6.1.17 except with the prior consent of the Mortgagee (not to be unreasonably withheld), not: (a) permit any person other than the relevant Manager to be the manager of, including providing crewing services to, the Vessel; (b) permit any amendment to be made to the terms of the management agreement in respect of the Vessel that is materially adverse to the Mortgagee, provided that the amendment does not imperil the security to be provided pursuant to the Secured Debt Documents or adversely affect the ability of any Credit Party to perform its obligations under the Secured Debt Documents; or (c) permit the Vessel to be employed other than within the NCL Group or NCL America brand (as applicable); 6.1.18 to comply in relation to the Vessel with the ISPS Code or any replacement of the ISPS Code and in particular, without limitation: (a) to procure that the Vessel and the company responsible for the Vessel’s compliance with the ISPS Code comply with the ISPS Code; (b) to maintain for the Vessel throughout the Security Period a valid and current ISSC; and 6.1.19 to provide the Mortgagee with a copy of any such ISSC as soon as the same is issued.