Common use of NCL CORPORATION LTD Clause in Contracts

NCL CORPORATION LTD. Attorney-in-fact as its duly appointed attorney-in-fact ) in the presence of: ) /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB SECURITY TRUSTEE SIGNED by ) /s/ Kxxx Xxxxxxxxxxx for and on behalf of ) Kxxx Xxxxxxxxxxx CRÉDIT AGRICOLE CORPORATE ) Attorney-in-fact AND INVESTMENT BANK ) as its duly appointed attorney-in-fact ) in the presence of: ) /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB SCHEDULE 1 FORM OF COMPLIANCE CERTIFICATE To: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9 Xxxx xx Xxxxxxxxx Xxxx Xxxxxx 92920 Paris La Défense Cedex France Attn: [l] Dear Sirs Loan Agreement dated 31 July 2013 (as amended and restated on [l] and as otherwise amended from time to time, the "Loan Agreement") made between (1) Explorer New Build, LLC (the "Borrower"), (2) the banks and financial institutions named at schedule 1 therein as lenders, (3) Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc and KFW IPEX Bank Gmbh as Joint Mandated Lead Arrangers, (4) Crédit Agricole Corporate and Investment Bank as Agent and SACE Agent and (5) Crédit Agricole Corporate and Investment Bank as Security Trustee for a loan facility of up to the aggregate of the Dollar Equivalent of EUR299,866,962 and Guarantee dated ________________ 2014 (the "Guarantee") made between (1) us as guarantor and (2) Crédit Agricole Corporate and Investment Bank as Security Trustee We refer to the Loan Agreement and the Guarantee. Terms defined in the Loan Agreement and the Guarantee have their defined meanings when used in this Compliance Certificate. We also refer to the financial covenants set out in Clause 11.15 of the Guarantee. We certify that in relation to such covenants and by reference to the latest accounts provided under Clause 11.3[(a)/(d)] of the Guarantee:

NCL CORPORATION LTD. Attorney-in-fact as its duly appointed attorney-in-fact ) in the presence of: ) /s/ Ixxxxx Xxxxxxxx )/s/Ixxxxx Xxxxxxxx Solicitor Cxxxx & Co LLP The St Botolph Building 138 Houndsditch Lxxxxx XX0X 0XX Xxxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB SECURITY TRUSTEE SIGNED by ) /s/ Kxxx Xxxxxxxxxxx )/s/Jxxxxx XXXXXXX for and on behalf of ) Kxxx Xxxxxxxxxxx )Jxxxxx XXXXXXX CRÉDIT AGRICOLE CORPORATE ) Attorney-in-fact AND INVESTMENT BANK ) )/s/Olivier DELALANDE as its duly appointed attorney-in-fact ) )SHIPFINANCE DEPT in the presence of: ) /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB Jxxxx AXXXX )Project Manager Overseas Officer Coordination /s/Jxxxx AXXXX SCHEDULE 1 FORM OF COMPLIANCE CERTIFICATE To: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9 Xxxx xx 10 Xxxxx xxx Xxxxx-Xxxx, 00000 Xxxxxxxxx Xxxx Xxxxxx 92920 Paris La Défense Cedex France Attn: [l] [l] 20[l] Dear Sirs Loan Agreement dated 31 July 2013 (as amended and restated on [l] and 2017 (as otherwise amended from time to time, the "Loan Agreement") made between (1) Explorer New BuildLxxxxxxx One, LLC Ltd. (the "Borrower"), (2) the banks and financial institutions named at schedule 1 therein as lenders, (3) Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc and plc, KFW IPEX Bank Gmbh Gmbh, BNP Paribas Fortis S.A./N.V. and Cassa Depositi e Prestiti S.p.A. as Joint Mandated Lead Arrangers, (4) Crédit Agricole Corporate and Investment Bank as Agent and SACE Agent and (5) Crédit Agricole Corporate and Investment Bank as Security Trustee for a loan facility of up to the aggregate of the Dollar Equivalent of EUR299,866,962 six hundred and forty million Euros (€ 640,000,000) and the amount of the SACE Premium (but not exceeding eight hundred and sixty eight million, one hundred and eight thousand, one hundred and eight Dollars and eleven cents ($868,108,108.11)) and Guarantee dated ________________ 2014 [l] (the "Guarantee") made between (1) us as guarantor and (2) Crédit Agricole Corporate and Investment Bank as Security Trustee Trustee. We refer to the Loan Agreement and the Guarantee. Terms defined in the Loan Agreement and the Guarantee have their defined meanings when used in this Compliance Certificate. We also refer to the financial covenants set out in Clause 11.15 (Financial Covenants) of the Guarantee. We certify that in relation to such covenants and by reference to the latest accounts provided under Clause 11.3[(a)/(d11.3[(11.3(a))/(11.3(b))] of the Guarantee:

NCL CORPORATION LTD. Attorney-in-fact as its duly appointed attorney-in-fact ) in the presence of: ) /s/ Ixxxxx Xxxxxxxx )/s/Ixxxxx Xxxxxxxx Solicitor Cxxxx & Co LLP The St Botolph Building 138 Houndsditch Lxxxxx XX0X 0XX Xxxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB SECURITY TRUSTEE SIGNED by ) /s/ Kxxx Xxxxxxxxxxx )/s/Jxxxxx Xxxxxxx for and on behalf of ) Kxxx Xxxxxxxxxxx )Jxxxxx XXXXXXX CRÉDIT AGRICOLE CORPORATE ) Attorney-in-fact AND INVESTMENT BANK ) )/s/Olivier Delalande as its duly appointed attorney-in-fact ) )Olivier DELALANDE in the presence of: ) /s/ Cxxxx Xxxxxxx Cxxxx Xxxxxxx Trainee Solicitor 10 Xxxxxx Xxxxxx London EC2A 2HB Jxxxx AXXXX )SHIPFINANCE DEPT Project Manager Overseas Office Coordination /s/Jxxxx Axxxx SCHEDULE 1 FORM OF COMPLIANCE CERTIFICATE To: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 9 Xxxx xx 10 Xxxxx xxx Xxxxx-Xxxx, 00000 Xxxxxxxxx Xxxx Xxxxxx 92920 Paris La Défense Cedex France Attn: [l] [l] 20[l] Dear Sirs Loan Agreement dated 31 July 2013 (as amended and restated on [l] and 2017 (as otherwise amended from time to time, the "“Loan Agreement"”) made between (1) Explorer New BuildLxxxxxxx Two, LLC Ltd. (the "“Borrower"”), (2) the banks and financial institutions named at schedule 1 therein as lenders, (3) Crédit Agricole Corporate and Investment Bank, Société Générale, HSBC Bank plc and plc, KFW IPEX Bank Gmbh Gmbh, BNP Paribas Fortis S.A./N.V. and Cassa Depositi e Prestiti S.p.A. as Joint Mandated Lead Arrangers, (4) Crédit Agricole Corporate and Investment Bank as Agent and SACE Agent and (5) Crédit Agricole Corporate and Investment Bank as Security Trustee for a loan facility of up to the aggregate of the Dollar Equivalent of EUR299,866,962 six hundred and forty million Euros (€ 640,000,000) and the amount of the SACE Premium (but not exceeding eight hundred and sixty eight million, one hundred and eight thousand, one hundred and eight Dollars and eleven cents ($868,108,108.11)) and Guarantee dated ________________ 2014 [l] (the "“Guarantee"”) made between (1) us as guarantor and (2) Crédit Agricole Corporate and Investment Bank as Security Trustee Trustee. We refer to the Loan Agreement and the Guarantee. Terms defined in the Loan Agreement and the Guarantee have their defined meanings when used in this Compliance Certificate. We also refer to the financial covenants set out in Clause 11.15 (Financial Covenants) of the Guarantee. We certify that in relation to such covenants and by reference to the latest accounts provided under Clause 11.3[(a)/(d11.3[(11.3(a))/(11.3(b))] of the Guarantee: