Common use of Release Certificate Clause in Contracts

Release Certificate. The Agent undertakes with the Borrower to cause the Letter of Credit (if issued pursuant to Clause 15.1) to be entirely cancelled promptly upon the occurrence of any event specified in paragraphs (a), (b), (c), (d) or (e) below (each a “Letter of Credit Release Event”): (a) all indebtedness incurred under this Agreement has been repaid and/or paid in full; or (b) an amount equal to the stated amount of the Letter of Credit has been deposited into a cash collateral account pledged by an Obligor in favour of the Agent on terms reasonably acceptable to the Agent; or (c) pursuant to the sale of Prestige Holdings or one of more of its subsidiaries, the Agent has received a replacement letter of credit or other security on terms reasonably acceptable to the Agent; or (d) if (i) the Other Ship has been delivered, (ii) the indebtedness of Oceania Cruises in respect of its “R Series” ships has either been repaid in full or replaced on terms reasonably acceptable to the Agent, (iii) both Guarantors are in compliance with the financial covenants under their respective Guarantees for their current financial year as at the end of the most recently completed financial quarter of both Guarantors and (iv) to the extent this paragraph (d) is being invoked prior to 24 months following delivery of the Other Ship, both Guarantors shall, at the end of their most recent financial quarter, have a total debt to trailing 12-month EBITDA ratio of 3.5:1 or less and a total debt to total equity ratio of 2.5:1 or less (based on the definitions set forth in the Prestige Holdings Guarantee); or (e) this Agreement has been terminated for any reason prior to the Delivery Date.