Common use of Pooling of earnings and charters Clause in Contracts

Pooling of earnings and charters. The Borrower will not enter into in respect of the Vessel (A) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or (B) any demise or bareboat charter or (C) any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel or (D) any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months but if, with the prior written consent of the Agent, the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to execute in favour of the Trustee an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in form approved by the Agent with any company which is a member of the Group PROVIDED THAT if so requested by the Agent and without limitation: 10.12.1 any such bareboat charterer shall enter into such deeds (including but not limited to a subordination and assignment deed), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee by way of further security for the Borrower’s obligations under the Security Documents.

Pooling of earnings and charters. The Borrower will not enter into in respect of the Vessel (A) Vessel, nor permit to exist: 10.12.1 any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or (B) except with a member of the Group and provided that it does not adversely affect the rights of the Finance Parties under the Assignment of Earnings in the reasonable opinion of the Agent; or 10.12.2 any demise or bareboat charter or (C) charter; or 10.12.3 any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel or (D) Vessel; or 10.12.4 any charter of the Vessel or contract of affreightment or employment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months months; or 10.12.5 any charter of the Vessel or contract of affreightment or employment whereunder the hire payable is below approximately the market rate prevailing when the Vessel’s letting or employment is fixed, but if, with the prior written consent of the Agent, the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to execute in favour of the Trustee Finance Parties an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Assignment of Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT provided however that the Borrower may in respect of the Vessel enter into a bareboat charter in form approved by the Agent with any company which is a member of the Group PROVIDED THAT provided that if so requested by the Agent and without limitation: 10.12.1 10.12.6 any such bareboat charterer shall enter into such deeds (including but not limited to a subordination and assignment deed), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 10.12.7 the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee Finance Parties by way of further security for the Borrower’s obligations under the Security Documents.

Pooling of earnings and charters. The Borrower will not without the prior written consent of the Agent enter into in respect of the Vessel Ship, nor permit to exist at any time following the Delivery Date: (Aa) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or Ship except with a member of the Group and provided that it does not adversely affect the rights of the Creditor Parties under the Finance Documents in the reasonable opinion of the Agent; or (Bb) any demise or bareboat charter or (C) any charter whereunder two (2) months’ charterhire (or charter, provided however that such consent shall not be unreasonably withheld in the equivalent thereof) is payable in advance in respect of the Vessel or (D) any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months but if, with the prior written consent of the Agent, event that the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes wishes to execute in favour of the Trustee an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in a form approved by the Agent with any company which is a member of the Group PROVIDED THAT on condition that if so requested by the Agent and without limitation: 10.12.1 (i) any such bareboat charterer shall enter into such deeds (including but not limited to a full subordination and assignment deeddeed in respect of its rights under the bareboat charter and its interest in the Insurances and earnings payable to it arising out of its use of the Ship), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 (ii) the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee Creditor Parties by way of further security for the Borrower’s obligations under the Security Finance Documents.; or (c) any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance in respect of the Ship; or (d) any charter of the Ship or employment which, with the exercise of options for extension, could be for a period longer than [*] ([*]) months; or (e) any time charter of the Ship with a company outside the Group, provided however that such consent shall not be unreasonably withheld in the event that: (i) the Borrower agrees to execute in favour of the Creditor Parties an assignment of such time charter, the Earnings therefrom and any guarantee of the charterer’s obligations thereunder substantially in the form of the relevant provisions of the Time Charter Assignment and as required by the Agent; and (ii) the Agent is satisfied that the income from such time charter will be sufficient to cover the expenses of the Ship and to service repayment of the Loan and all other amounts from time to time outstanding under this Agreement.

Pooling of earnings and charters. The Borrower will not enter into in respect of the Vessel (A) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or (B) any demise or bareboat charter or (C) any charter whereunder two (2) months’ ' charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel or (D) any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months but if, with the prior written consent of the Agent, the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to execute in favour of the Trustee an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in form approved by the Agent with any company which is a member of the Group PROVIDED THAT if so requested by the Agent and without limitation: 10.12.1 any such bareboat charterer shall enter into such deeds (including but not limited to a subordination and assignment deed), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee by way of further security for the Borrower’s 's obligations under the Security Documents.

Pooling of earnings and charters. The Borrower will not enter into in respect of the Vessel (A) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or (B) any 57 demise or bareboat charter or (C) any charter whereunder two (2) months’ ' charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel or (D) any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months but if, with the prior written consent of the Agent, the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes to execute in favour of the Trustee an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in form approved by the Agent with any company which is a member of the Group PROVIDED THAT if so requested by the Agent and without limitation: 10.12.1 any such bareboat charterer shall enter into such deeds (including but not limited to a subordination and assignment deed), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee by way of further security for the Borrower’s 's obligations under the Security Documents.

Pooling of earnings and charters. The Borrower will not without the prior written consent of the Agent enter into in respect of the Vessel Ship, nor permit to exist at any time following the Delivery Date: (Aa) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or Ship except with a member of the Group and provided that it does not adversely affect the rights of the Creditor Parties under the Finance Documents in the reasonable opinion of the Agent; or (Bb) any demise or bareboat charter or (C) any charter whereunder two (2) months’ charterhire (or charter, provided however that such consent shall not be unreasonably withheld in the equivalent thereof) is payable in advance in respect of the Vessel or (D) any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months but if, with the prior written consent of the Agent, event that the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes wishes to execute in favour of the Trustee an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in a form approved by the Agent with any company which is a member of the Group PROVIDED THAT on condition that if so requested by the Agent and without limitation: 10.12.1 (i) any such bareboat charterer shall enter into such deeds (including but not limited to a full subordination and assignment deeddeed in respect of its rights under the bareboat charter and its interest in the Insurances and earnings payable to it arising out of its use of the Ship), agreements and indemnities as the Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 (ii) the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee Creditor Parties by way of further security for the Borrower’s obligations under the Security Finance Documents; or (c) any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance in respect of the Ship; or (d) any charter of the Ship or employment which, with the exercise of options for extension, could be for a Period longer than [*] ([*]) months; or (e) any time charter of the Ship with a company outside the Group, provided however that such consent shall not be unreasonably withheld in the event that: (i) the Borrower agrees to execute in favour of the Creditor Parties an assignment of such time charter, the Earnings therefrom and any guarantee of the charterer’s obligations thereunder substantially in the form of the relevant provisions of the Time Charter Assignment and as required by the Agent; and (ii) the Agent is satisfied that the income from such time charter will be sufficient to cover the expenses of the Ship and to service repayment of the Loan and all other amounts from time to time outstanding under this Agreement.

Pooling of earnings and charters. The Borrower will not enter into in respect of the Vessel (A) Vessel: 10.12.1 any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or (B) Vessel; or 10.12.2 any demise or bareboat charter or (C) charter; or 10.12.3 any charter whereunder two (2) months’ ' charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel or (D) Vessel; or 10.12.4 any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months months, but if, with the prior written consent of the AgentMajority Lenders, the Borrower enters into in respect of the Vessel a charter on arm's length terms with a company outside the NCLC Group, the Borrower hereby undertakes to execute in favour of the Trustee Security Agent an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Paying Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter on arm's length terms and in form approved by the Paying Agent with any company which is a member of the NCLC Group PROVIDED THAT if so requested by the Agent and without limitation: 10.12.1 (a) any such bareboat charterer shall enter into such deeds (including but not limited to a subordination and assignment deed), agreements and indemnities as the Paying Agent shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 (b) the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee Security Agent by way of further security for the Borrower’s 's obligations under the Security Documents.

Pooling of earnings and charters. The Borrower will not without the prior written consent of the Agent or SACE enter into in respect of the Vessel Ship (Asuch consent for the purposes of Clause 13.1(e) shall not be unreasonably withheld or delayed), nor permit to exist at any time following the Delivery Date: (a) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or Ship except with a member of the Group and provided that it does not adversely affect the rights of the Secured Parties under the Finance Documents in the reasonable opinion of the Agent; or (Bb) any demise or bareboat charter or (C) any charter whereunder two (2) months’ charterhire (or other than the equivalent thereof) is payable Seven Seas Charter), provided however that such consent shall not be unreasonably withheld in advance in respect of the Vessel or (D) any charter of the Vessel or contract of affreightment which, with the exercise of options for extension, could be for a period longer than thirteen (13) months but if, with the prior written consent of the Agent, event that the Borrower enters into in respect of the Vessel a charter with a company outside the Group, the Borrower hereby undertakes wishes to execute in favour of the Trustee an assignment of such charter and the Earnings therefrom such assignment to be in substantially the form of the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in a form approved by the Agent with any company which is a member of the Group PROVIDED THAT Seven Seas on condition that if so requested by the Agent and without limitation: 10.12.1 (i) any such bareboat charterer shall enter into such deeds (including but not limited to a full subordination and assignment deeddeed in respect of its rights under the bareboat charter and its interest in the Insurances and earnings payable to it arising out of its use of the Ship), agreements and indemnities as the Agent Majority Lenders shall in its sole discretion require prior to entering into the bareboat charter with the Borrower; and 10.12.2 (ii) the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Trustee Secured Parties by way of further security for the Borrower’s 's obligations under the Security Finance Documents.; or (c) any charter whereunder two (2) months' charterhire (or the equivalent thereof) is payable in advance in respect of the Ship; or (d) any charter of the Ship or employment which, with the exercise of options for extension, could be for a period longer than [*] months; or (e) any time charter of the Ship with a company outside the Group (other than a time charter entered into in the ordinary course of business which does not exceed two (2) months provided that any such time charter (y) is assigned to the Security Trustee and (z) during the period of such time charter, the Ship continues to be managed by the existing Approved Manager), provided however that such consent shall not be unreasonably withheld in the event that: (i) such time charter is assigned to the Security Trustee and the Borrower agrees to serve a notice of assignment of any time charter, the Earnings therefrom and any guarantee of the charterer's obligations on the time charterer and any time charter guarantor substantially in the form appended to the Tripartite General Assignment; (ii) the Agent and SACE are satisfied that the income from such time charter will be sufficient to cover the expenses of the Ship and to service repayment of the Loan and all other amounts from time to time outstanding under this Agreement; and (iii) during the term of such time charter, the Ship continues to be managed by the existing Approved Manager.

Pooling of earnings and charters. The Borrower will not without the prior written consent of the Agent or SACE enter into in respect of the Vessel Ship (Asuch consent for the purposes of Clause 13.1(e) shall not be unreasonably withheld or delayed), nor permit to exist at any time following the Delivery Date: (a) any pooling agreement or other arrangement for the sharing of any of the Earnings or the expenses of the Vessel or Ship except with a member of the Group and provided that it does not adversely affect the rights of the Secured Parties under the Finance Documents in the reasonable opinion of the Agent; or (Bb) any demise or bareboat charter or (Cother than the Seven Seas Charter), provided however that such consent shall not be unreasonably withheld in the event that the Borrower wishes to enter into a bareboat charter in a form approved by the Agent with Seven Seas on condition that if so requested by the Agent and without limitation: (i) any such bareboat charterer shall enter into such deeds (including but not limited to a full subordination and assignment deed in respect of its rights under the bareboat charter and its interest in the Insurances and earnings payable to it arising out of its use of the Ship), agreements and indemnities as the Majority Lenders shall require prior to entering into the bareboat charter with the Borrower; and (ii) the Borrower shall assign the benefit of any such bareboat charter and its interest in the Insurances to the Secured Parties by way of further security for the Borrower’s obligations under the Finance Documents.; or (c) any charter whereunder two (2) months’ charterhire (or the equivalent thereof) is payable in advance in respect of the Vessel or Ship; or (Dd) any charter of the Vessel Ship or contract of affreightment employment which, with the exercise of options for extension, could be for a period longer than thirteen [*] months; or (13e) months but if, with the prior written consent any time charter of the Agent, the Borrower enters into in respect of the Vessel a charter Ship with a company outside the GroupGroup (other than a time charter entered into in the ordinary course of business which does not exceed two (2) months provided that any such time charter (y) is assigned to the Security Trustee and (z) during the period of such time charter, the Ship continues to be managed by the existing Approved Manager), provided however that such consent shall not be unreasonably withheld in the event that: (i) such time charter is assigned to the Security Trustee and the Borrower hereby undertakes agrees to execute in favour serve a notice of the Trustee an assignment of such charter and any time charter, the Earnings therefrom such assignment to be and any guarantee of the charterer’s obligations on the time charterer and any time charter guarantor substantially in substantially the form of appended to the Earnings Assignment and as required by the Agent PROVIDED HOWEVER THAT the Borrower may in respect of the Vessel enter into a bareboat charter in form approved by the Agent with any company which is a member of the Group PROVIDED THAT if so requested by Tripartite General Assignment; (ii) the Agent and without limitation: 10.12.1 any SACE are satisfied that the income from such bareboat charterer shall enter into such deeds (including but not limited time charter will be sufficient to a subordination cover the expenses of the Ship and assignment deed), agreements to service repayment of the Loan and indemnities as the Agent shall in its sole discretion require prior all other amounts from time to entering into the bareboat charter with the Borrowertime outstanding under this Agreement; and 10.12.2 (iii) during the Borrower shall assign term of such time charter, the benefit of any such bareboat charter and its interest in Ship continues to be managed by the Insurances to the Trustee by way of further security for the Borrower’s obligations under the Security Documentsexisting Approved Manager.