Common use of Cash Sweep Clause in Contracts

Cash Sweep. 10.23.1 The Borrower shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 Subject to Clause 10.23.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this Agreement in respect of the Facility and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 shall be required. 10.23.3 The Borrower shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Account shall be applied in accordance with Clause 10.23.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 Notwithstanding anything to the contrary in this Agreement, to the extent that the Borrower can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so require, the Borrower shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the Borrower. 10.23.5 Each Relevant Cash Sweep Amount shall be applied to the Facility in accordance with Clause 4.15. 10.23.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.4. 10.23.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 and Clause 4.15 may not be amended without the consent of the Cash Sweep Lenders.

Cash Sweep. 10.23.1 12.1 The Borrower Guarantor shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 12.2 Subject to Clause 10.23.3 12.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this the Loan Agreement in respect of the Facility Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 12.2 shall be required. 10.23.3 12.3 The Borrower Guarantor shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower Guarantor shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Account shall be applied in accordance with Clause 10.23.2 12.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 12.4 Notwithstanding anything to the contrary in this AgreementDeed, to the extent that the Borrower Guarantor can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so require, the Borrower Guarantor shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.412.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the BorrowerGuarantor. 10.23.5 12.5 Each Relevant Cash Sweep Amount shall be applied to the Facility Loan in accordance with Clause 4.15clause 4.9 of the Loan Agreement. 10.23.6 12.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower Guarantor shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.412.4. 10.23.7 12.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 12 and Clause 4.15 clause 4.9 of the Loan Agreement may not be amended without the consent of the Cash Sweep Lenders.

Cash Sweep. 10.23.1 12.1 The Borrower Guarantor shall maintain the Cash Sweep Bank Account during the Security Period (or for such shorter period as the Majority Cash Sweep Lenders may agree) free of Encumbrances and rights of set off other than the Account Charge. 10.23.2 12.2 Subject to Clause 10.23.3 12.3 and no Event of Default having occurred and being continuing, any Total Cash Sweep Amount shall be applied on the relevant Cash Sweep Payment Date in prepayment, reduction and/or cancellation of the Cash Sweep Credit Facilities. The payment to be made under each Cash Sweep Credit Facility shall be calculated on the basis of the Accounts for the twelve (12) month period ending on the relevant Cash Sweep Determination Date and be applied to each Cash Sweep Credit Facility on a pro rata basis based on each Cash Sweep Credit Facility’s remaining outstanding Delayed Principal Amount (as defined in this the relevant Loan Agreement in respect of the Facility a Loan and as defined in the relevant facility agreement in respect of each of the other Cash Sweep Credit Facilities) as of the Cash Sweep Payment Date. Each such outstanding Delayed Principal Amount, to the extent it is not already denominated in Dollars, shall be converted into Dollars on the date falling ten (10) Business Days prior to the relevant Cash Sweep Payment Date at the rate which appears on the Reuters Page ECB37 at 1.30 p.m. London time on that date, for the purposes of such calculation. For the avoidance of doubt, once there is no longer any remaining outstanding Delayed Principal Amount under any of the Cash Sweep Facilities, no further payments under this Clause 10.23 12.2 shall be required. 10.23.3 12.3 The Borrower Guarantor shall procure that any Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 shall be paid into the Cash Sweep Bank Account on the following 31 March. On 31 March 2011 the Borrower Guarantor shall procure that the Total Cash Sweep Amount on the Cash Sweep Determination Dates of 31 December 2009 and 31 December 2010 held in the Cash Sweep Bank Account shall be applied in accordance with Clause 10.23.2 12.2 as if it were a single Total Cash Sweep Amount existing on 31 December 2010. 10.23.4 12.4 Notwithstanding anything to the contrary in this AgreementDeed, to the extent that the Borrower Guarantor can demonstrate to the satisfaction of the Majority Cash Sweep Lenders in their sole discretion that the working capital needs of the NCLC Group so require, the Borrower Guarantor shall be permitted to withdraw the amount agreed by the Majority Cash Sweep Lenders from the Cash Sweep Bank Account prior to 31 March 2011 and apply it for any purpose agreed by the Majority Cash Sweep Lenders. Save as provided in this Clause 10.23.412.4, no sum may be withdrawn from the Cash Sweep Bank Account prior to 31 March 2011. Any accumulated interest in the Cash Sweep Bank Account remaining after 31 March 2011 shall be remitted to the BorrowerGuarantor. 10.23.5 12.5 Each Relevant Cash Sweep Amount shall be applied to the Facility Loan in accordance with Clause 4.15clause 4.9 of each of the Loan Agreements. 10.23.6 12.6 On or immediately after the date falling ten (10) Business Days prior to 31 March 2010 and to each Cash Sweep Payment Date the Borrower Guarantor shall provide the Cash Sweep Lenders with a statement showing the calculation of Liquidity at the relevant Cash Sweep Determination Date (whether or not there is a Total Cash Sweep Amount) and, if applicable, the amounts of the Total Cash Sweep Amount to be paid to the Cash Sweep Lenders on the relevant Cash Sweep Payment Date, subject to Clause 10.23.412.4. 10.23.7 12.7 It is hereby acknowledged and agreed that the provisions of this Clause 10.23 12 and Clause 4.15 clause 4.9 of each of the Loan Agreements may not be amended without the consent of the Cash Sweep Lenders.