Common use of Loss Payable Clause Clause in Contracts

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] BREAKAWAY TWO, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—] has assigned to KFW IPEX-BANK GMBH of [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 (the “Vessel”) BREAKAWAY TWO, LTD. (the “Company”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] BREAKAWAY TWOONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—] has assigned to KFW IPEX-BANK GMBH of [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 678 (the “Vessel”) BREAKAWAY TWOONE, LTD. (the “Company”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY TWOTHREE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—*] has assigned to KFW IPEX-BANK GMBH of [—] Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior junior liens held by the Collateral Agent as security trustee on behalf of certain “ECF term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior junior liens held by the Collateral Agent as security trustee on behalf of certain “ECF term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 [*] (the “Vessel”) BREAKAWAY TWOTHREE, LTD. (the “CompanyBorrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior junior liens held by the Collateral Agent as security trustee on behalf of certain “ECF term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY TWOFOUR, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—*] has assigned to KFW IPEX-BANK GMBH of [—] Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT ANNEX 3 NOTICE OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER TO UNDERWRITERS (for attachment by way of endorsement to the Policy) To: [To be printed only on copy of the Notice of Assignment givenUnderwriter] ToCc: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs Sir/Madam We acknowledge receipt of a hereby give you notice in the terms set out above that pursuant to an assignment agreement dated [—] 2012 (the “NoticeAssignment”) and made between Breakaway Four, Ltd. (the “Borrower”) and KfW IPEX-Bank GmbH as Collateral Agent (the “Collateral Agent”). We accept , the instructions and authorisations contained in the Notice, we undertake Borrower has assigned to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf a first priority assignment of certain “ECF creditors” in respect all of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Company’s its rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: construction risks insurance policy dated [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 (the “Vessel”) BREAKAWAY TWO, LTD. (the “Company”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances issued for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company approving us as the appointed brokers Borrower in connection with the insurances covered post-panamax luxury passenger cruise vessel with the provisional hull number [*] to be constructed by the Yard (the “Construction Risks Insurance Policy”), including all monies which may be payable to the Borrower under or in respect of the Construction Risks Insurance Policy. With effect from your receipt of this letter, notice we hereby undertakegive you notice that:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] 2012 BREAKAWAY TWOFOUR, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—*] has assigned to KFW IPEX-BANK GMBH of [—] Xxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] 2012 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior junior liens held by the Collateral Agent as security trustee on behalf of certain “ECF term loan creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior junior liens held by the Collateral Agent as security trustee on behalf of certain “ECF term loan creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 [*] (the “Vessel”) BREAKAWAY TWOFOUR, LTD. (the “CompanyBorrower”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior junior liens held by the Collateral Agent as security trustee on behalf of certain “ECF term loan creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—●] BREAKAWAY 2014 SEAHAWK TWO, LTD., the buyer (“"Buyer”") of the vessel presently under construction by Xxxxx Mxxxx Werft GmBH, Papenburg Germany (“"Builder”") with hull number [—*] has assigned to KFW IPEX-BANK GMBH of [—] Pxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“"Assignee”") all the Buyer’s 's interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—●] 2014 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s 's parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s 's interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Mxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] HULL NO. S. 692 [*] (the “"Vessel”") BREAKAWAY SEAHAWK TWO, LTD. (the “Company”"Borrower") Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Mxxxx Werft GmbH (the “Yard”) and the Company Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—] BREAKAWAY TWOONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—] has assigned to KFW IPEX-BANK GMBH of [—] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—] and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT ANNEX 3 NOTICE OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER TO UNDERWRITERS (for attachment by way of endorsement to the Policy) To: [To be printed only on copy of the Notice of Assignment givenUnderwriter] ToCc: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs Sir/Madam We acknowledge receipt of a hereby give you notice in the terms set out above that pursuant to an assignment agreement dated [—] (the “NoticeAssignment”) and made between Breakaway One, Ltd. (the “Company”) and KfW IPEX-Bank GmbH as Collateral Agent (the “Collateral Agent”). We accept , the instructions and authorisations contained in the Notice, we undertake Company has assigned to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf a second priority assignment of certain “ECF creditors” in respect all of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Company’s its rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: construction risks insurance policy dated [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 (the “Vessel”) BREAKAWAY TWO, LTD. (the “Company”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances issued for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company approving us as the appointed brokers in connection with the insurances covered post-panamax luxury passenger cruise vessel with approximately 143,500 gt and the provisional hull number S.678 to be constructed by the Yard (the “Construction Risks Insurance Policy”), including all monies which may be payable to the Company under or in respect of the Construction Risks Insurance Policy. With effect from your receipt of this letter, notice we hereby undertakegive you notice that:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—●] BREAKAWAY TWO2014 SEAHAWK ONE, LTD., the buyer (“"Buyer”") of the vessel presently under construction by Xxxxx Mxxxx Werft GmBH, Papenburg Germany (“"Builder”") with hull number [—*] has assigned to KFW IPEX-BANK GMBH of [—] Pxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“"Assignee”") all the Buyer’s 's interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—●] 2014 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s 's parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s 's interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Mxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] HULL NO. S. 692 [*] (the “"Vessel”") BREAKAWAY TWOSEAHAWK ONE, LTD. (the “Company”"Borrower") Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the CompanyBorrower’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Mxxxx Werft GmbH (the “Yard”) and the Company Borrower as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company Borrower approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—●] BREAKAWAY TWO2014 SEAHAWK ONE, LTD., the buyer (“"Buyer”") of the vessel presently under construction by Xxxxx Mxxxx Werft GmBH, Papenburg Germany (“"Builder”") with hull number [—*] has assigned to KFW IPEX-BANK GMBH of [—] Pxxxxxxxxxxxxxxxxxx 0-0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx (“"Assignee”") all the Buyer’s 's interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—●] 2014 and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s 's parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s 's interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT ANNEX 3 NOTICE OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER TO UNDERWRITERS (for attachment by way of endorsement to the Policy) To: [To be printed only on copy of the Notice of Assignment givenUnderwriter] ToCc: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx Pxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship XxxxxxxMaritime Industries, X0x0X2a4, Xxxxxxx Cxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx cxxxxxx.xxxxxx@xxx.xx Date: [—●] Dear Sirs Sir/Madam We acknowledge receipt of a hereby give you notice in the terms set out above that pursuant to an assignment agreement dated [●] 2014 (the “NoticeAssignment”) and made between Seahawk One, Ltd. (the “Borrower”) and KfW IPEX-Bank GmbH as Collateral Agent (the “Collateral Agent”). We accept , the instructions and authorisations contained in the Notice, we undertake Borrower has assigned to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf a first priority assignment of certain “ECF creditors” in respect all of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Company’s its rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR construction risks insurance policy dated [To be printed only on copy of the Notice of Assignment given●] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—] HULL NO. S. 692 (the “Vessel”) BREAKAWAY TWO, LTD. (the “Company”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances issued for the benefit of Xxxxx Mxxxx Werft GmbH (the “Yard”) and the Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company approving us as the appointed brokers Borrower in connection with the insurances covered post-panamax luxury passenger cruise vessel with the provisional hull number [*] to be constructed by the Yard (the “Construction Risks Insurance Policy”), including all monies which may be payable to the Borrower under or in respect of the Construction Risks Insurance Policy. With effect from your receipt of this letter, notice we hereby undertakegive you notice that:

Loss Payable Clause. It is noted that by a first legal assignment in writing dated 20[—20[•] BREAKAWAY TWOONE, LTD., the buyer (“Buyer”) of the vessel presently under construction by Xxxxx Werft GmBH, Papenburg Germany (“Builder”) with hull number [—•] has assigned to KFW IPEX-BANK GMBH of [—•] (“Assignee”) all the Buyer’s interests in any claims proceeds in this policy and its benefits therein including all such claims of whatsoever nature as the Buyer may have hereunder. All sums payable to the Buyer under this policy shall be paid to the Buyer unless and until underwriters have been otherwise instructed by notice in writing from the Assignee following the occurrence and continuation of an Event of Default, as defined in the Credit Agreement dated as of [—•] and made among and between the Buyer, NCL Corporation Ltd., as the Buyer’s parent, the Assignee, the lenders from time to time party thereto and the other parties from time to time party thereto. All sums payable to the Builder under this policy shall be payable to the Builder, subject to any notice of assignment of the Builder’s interests in this policy. SCHEDULE 2 FORMS OF ACKNOWLEDGMENT OF ASSIGNMENT Part 1 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE SHIPBUILDER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—•] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Contract) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Contract and that we will comply with the terms of the Notice. We also confirm that the Construction Contract is in full force and effect in accordance with its terms. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable) with respect to the Construction Contract. Yours faithfully For and on behalf of Xxxxx Werft GmbH as Shipbuilder By: Date: Part 2 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE REFUND GUARANTOR [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—•] Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Refund Guarantee) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Refund Guarantee and that we will comply with the terms of the Notice. We further agree and confirm that we acknowledge that we shall not challenge the effectiveness of the Assignment (as defined in the Notice; capitalized terms used herein have the meanings ascribed thereto in the Notice or the Assignment, as applicable). Yours faithfully For and on behalf of [the Refund Guarantor] as Refund Guarantor By: Date: Part 3 FORM OF ACKNOWLEDGMENT OF ASSIGNMENT FROM THE BROKER [To be printed only on copy of the Notice of Assignment given] To: KfW IPEX-Bank GmbH as Collateral Agent Xxxxxxxxxxxxxxxxxxx 0-0 00000 Xxxxxxxxx xx Xxxx Xxxxxxx Attention: Ship Xxxxxxx, X0x0, Xxxxxxx Xxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx.xxxxxx@xxx.xx Date: [—•] HULL NO. S. 692 678 (the “Vessel”) BREAKAWAY TWOONE, LTD. (the “Company”) Dear Sirs We acknowledge receipt of a notice in the terms set out above (the “Notice”). We accept the instructions and authorisations contained in the Notice, we undertake to act in accordance with and comply with the terms of the Notice and we confirm that (i) (other than in respect of senior liens held by the Collateral Agent as security trustee on behalf of certain “ECF creditors” in respect of the Construction Risks Insurance Policy) we have not received notice of any other assignments or charges of or over any of the Company’s rights, title, interests and benefits in, to or in respect of the Construction Risks Insurance Policy, (ii) we will comply with the terms of the Notice and (iii) we have effected insurances for the benefit of Xxxxx Werft GmbH (the “Yard”) and the Company as set out in Annex 1 attached. Pursuant to instructions received from the Yard and/or its authorised managers or agents and in consideration of you and the Company approving us as the appointed brokers in connection with the insurances covered by this letter, we hereby undertake: