Common use of Mandatory Repayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing in the amounts and on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date dates set out in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may selectSchedule 4.02, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required).[Intentionally omitted] (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing as set forth under the heading “Part 1” on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, Schedule 4.02 hereto and (ii) if requested by the outstanding Deferred Loans shall be repaid on each Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower no later than five days prior to being required) (x) in the anticipated Delivery Datecase of the First Deferred Loans, such date falling less than 6 months after as set forth under the Delivery Date heading “Part 2” on Schedule 4.02 hereto and (y) in the case of the Second Deferred Loans, as set forth under the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (ba) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (cb) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in ​ ​ -52- ​ ​ ​ full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (dc) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (dii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group undertaken in the context of an active balance sheet management plan (x) which matures prior to the Second Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms resulting, when taken as a whole, in an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents, which terms include any of the following: an extension of the repayment terms; or a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2023 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued after December 31, 2023 to support the NCLC Group with the impact of ​ ​ -53- ​ ​ ​ the COVID-19 pandemic, or for the purpose of providing crisis and recovery-related funding (which in the case of Indebtedness for Borrowed Money is made with the prior written consent of Hermes); provided that in any case the proceeds raised from such incurrence of Indebtedness for Borrowed Money or the issuance of Capital Stock shall not be used in whole or in part for (x) any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquisition of any entity, share capital or obligations of any corporation or other entity by any member of the NCLC Group (notwithstanding Section 10.02), make or (y) the prepayment of any Indebtedness for Borrowed Money other than as permitted by Section 4.02(d)(v)(A) or (B) and except as permitted by Section 4.02(d)(ii)(A) and (E) for the purposes of refinancing such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10.Indebtedness for Borrowed Money; (eD) Notwithstanding anything any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on purchase of a vessel by the Maturity Date.Parent or any Subsidiary;

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 6 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of (x) in the case of Tranche A Loans, the Borrowing Date in relation to the Vessel 1 Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Tranche A Loan Maturity Date and (y) in the case of Tranche B Loans, the Borrowing Date in relation to the Vessel 2 Delivery Date and ending on the Tranche B Loan Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Collateral Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Allocable Commitment shall be automatically terminated and no further disbursements of Loans hereunder shall be permitted (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) if (i) the Vessel 1 Construction Contract is terminated prior to the Vessel 1 Delivery Date, (yii) the Vessel 1 has not been delivered to the Borrower Breakaway One by the Yard pursuant to the Vessel 1 Construction Contract by December 23, 2013 (iii) the Commitment Termination Date Breakaway One Facility shall have been terminated or (ziv) any of the events described specified in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Vessel 1 Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Tranche A Loans in full and the Total Commitment no further Loans shall be automatically made in respect of installment and delivery payments in respect of Vessel 1, and (y) if (i) the Vessel 2 Construction Contract is terminated prior to the Vessel 2 Delivery Date, (without further action ii) Vessel 2 has not been delivered to Breakaway Two by the Yard pursuant to the Vessel 2 Construction Contract by December 8, 2014 (iii) the Breakaway Two Facility shall have been be terminated or (iv) any of the events specified in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Vessel 2 Delivery Date, within five Business Days of the occurrence of such event the Borrower being requiredshall repay the outstanding Tranche B Loans in full and no further Loans shall be made in respect of installment and delivery payments in respect of Vessel 2. Notwithstanding anything to the contrary in this Section 4.02(c), if the Borrower is not permitted to make such prepayment pursuant to the Senior Loan Agreements or the Jade Intercreditor Agreement, then the Borrower or the Parent shall post cash collateral or other collateral reasonably acceptable to the Required Lenders in an amount equal to the then-outstanding Tranche A Loans or Tranche B Loans (as the case may be). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all outstanding Tranche A Loans shall be repaid in full on the Tranche A Loan Maturity Date and (ii) all outstanding Tranche B Loans shall be repaid in full on the Tranche B Loan Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in ​ ​ -54- ​ ​ ​ full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (dii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group undertaken in the context of an active balance sheet management plan (x) which matures prior to the Second Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms resulting, when taken as a whole, in an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents, which terms include any of the following: an extension of the repayment terms; or a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2023 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued after December 31, 2023 to support the NCLC Group with the impact of the COVID-19 pandemic, or for the purpose of providing crisis and recovery-related funding (which in the case of Indebtedness for Borrowed Money is made ​ ​ -55- ​ ​ ​ with the prior written consent of Hermes); provided that in any case the proceeds raised from such incurrence of Indebtedness for Borrowed Money or the issuance of Capital Stock shall not be used in whole or in part for (x) any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquisition of any entity, share capital or obligations of any corporation or other entity by any member of the NCLC Group (notwithstanding Section 10.02), make or (y) the prepayment of any Indebtedness for Borrowed Money other than as permitted by Section 4.02(d)(v)(A) or (B) and except as permitted by Section 4.02(d)(ii)(A) and (E) for the purposes of refinancing such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10.Indebtedness for Borrowed Money; (eD) Notwithstanding anything any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on purchase of a vessel by the Maturity Date.Parent or any Subsidiary;

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the ​ -56- ​ ​ ​ case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (dii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group undertaken in the context of an active balance sheet management plan (x) which matures prior to the Second Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms resulting, when taken as a whole, in an improvement of the ​ -57- ​ ​ ​ ability of the Credit Parties to meet their obligations under the Credit Documents, which terms include any of the following: an extension of the repayment terms; or a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2023 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued after December 31, 2023 to support the NCLC Group with the impact of the COVID-19 pandemic, or for the purpose of providing crisis and recovery-related funding (which in the case of Indebtedness for Borrowed Money is made with the prior written consent of ▇▇▇▇▇▇); provided that in any case the proceeds raised from such incurrence of Indebtedness for Borrowed Money or the issuance of Capital Stock shall not be used in whole or in part for (x) any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquisition of any entity, share capital or obligations of any corporation or other entity by any member of the NCLC Group (notwithstanding Section 10.02), make or (y) the prepayment of any Indebtedness for Borrowed Money other than as permitted by Section 4.02(d)(v)(A) or (B) and except as permitted by Section 4.02(d)(ii)(A) and (E) for the purposes of refinancing such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10.Indebtedness for Borrowed Money; (eD) Notwithstanding anything any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the contrary contained elsewhere purchase of a vessel by the Parent or any Subsidiary; (E) (x) the extension, renewal or drawing of revolving credit facilities and (y) any increases to the Term and Revolving Credit Facilities in the ordinary course of business; (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by ▇▇▇▇▇▇; (G) Permitted Intercompany Arrangements; (H) in the case of the Borrower, Indebtedness permitted to be incurred under Section 10.12; (I) Indebtedness incurred in the ordinary course of business which in the aggregate does not exceed (x) until December 31, 2022, USD 150,000,000 during any twelve-month period and (y) thereafter, USD 40,000,000 during any twelve-month period, provided always that such Indebtedness incurred under (x) shall only be used in ​ -58- ​ ​ ​ respect of the Approved Projects up to the maximum amount allocated to each such Approved Project in the Approved Projects List) (it being agreed that should the amount of Indebtedness actually incurred in respect of any Approved Project for the calendar year ending December 31, 2022 be lower than its relevant allocation for that year, such shortfall may be carried over and added to the total amount of Indebtedness permitted for the calendar year ending December 31, 2023 under (y) but shall remain allocated to that Approved Project); (J) any guarantee in respect of Indebtedness for Borrowed Money (the incurrence of which is permitted under this Agreement) which would not adversely affect the position of the Secured Creditors and, where such guarantee covers the obligations of a person other than an NCLC Group member, is issued in the ordinary course of business and does not in aggregate with all outstanding Loans shall be repaid in full on such guarantees exceed USD 25,000,000; and (K) the Maturity Dateissuance of Capital Stock by any member of the NCLC Group (other than the Borrower) to another member of the NCLC Group as permitted by Section 10.04.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 6 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of (x) in the case of Tranche A Loans, the Borrowing Date in relation to the Vessel 1 Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Tranche A Loan Maturity Date and (y) in the case of Tranche B Loans, the Borrowing Date in relation to the Vessel 2 Delivery Date and ending on the Tranche B Loan Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Collateral Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Allocable Commitment shall be automatically terminated and no further disbursements of Loans hereunder shall be permitted (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) if (i) the Vessel 1 Construction Contract is terminated prior to the Vessel 1 Delivery Date, (yii) the Vessel 1 has not been delivered to the Borrower Breakaway One by the Yard pursuant to the Vessel 1 Construction Contract by December 23, 2013 (iii) the Commitment Termination Date Breakaway One Facility shall have been terminated or (ziv) any of the events described specified in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Vessel 1 Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Tranche A Loans in full and the Total Commitment no further Loans shall be automatically made in respect of installment and delivery payments in respect of Vessel 1, and (y) if (i) the Vessel 2 Construction Contract is terminated prior to the Vessel 2 Delivery Date, (without further action ii) Vessel 2 has not been delivered to Breakaway Two by the Yard pursuant to the Vessel 2 Construction Contract by December 8, 2014 (iii) the Breakaway Two Facility shall have been be terminated or (iv) any of the events specified in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Vessel 2 Delivery Date, within five Business Days of the occurrence of such event the Borrower being requiredshall repay the outstanding Tranche B Loans in full and no further Loans shall be made in respect of installment and delivery payments in respect of Vessel 2. Notwithstanding anything to the contrary in this Section 4.02(c), if the Borrower is not permitted to make such prepayment pursuant to the Senior Loan Agreements or the Jewel Intercreditor Agreement, then the Borrower or the Parent shall post cash collateral or other collateral reasonably acceptable to the Required Lenders in an amount equal to the then-outstanding Tranche A Loans or Tranche B Loans (as the case may be). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all outstanding Tranche A Loans shall be repaid in full on the Tranche A Loan Maturity Date and (ii) all outstanding Tranche B Loans shall be repaid in full on the Tranche B Loan Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (ba) In (b)In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) ​ ​ (51) ​ ​ ​ and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) On any day on which the aggregate outstanding principal amount of Loans and the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower shall repay principal of Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower shall pay to the Collateral Agent on such date an amount of cash equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash to be held as security for all obligations of the Borrower hereunder in a cash collateral account to be established by the Collateral Agent. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, on each date set forth below (each a “Scheduled Commitment Reduction Date”), the outstanding Loans Total Commitment as then in effect shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) automatically reduced (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) by the first Business Day that is on or after the sixth month anniversary of the Borrowing amount set forth opposite such Scheduled Commitment Reduction Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date table below (each such repaymentreduction, as the same may be reduced as provided in Sections 3.02, 3.03 and 4.02(d), a “Scheduled RepaymentCommitment Reduction”).): [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] [*] [ *] (bc) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a any Collateral Disposition involving a Mortgaged Vessel or Vessel Owning Subsidiary (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the a Mortgaged Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the a Mortgaged Vessel, if earlier, 180 210 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated reduced (without further action of the Borrower being required). (c) In addition in an amount equal to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract sum of (I) the Total Commitment and (II) the then outstanding principal amount of Other First Lien Obligations (including the Senior Secured Notes) multiplied by a fraction (A) the numerator of which is terminated prior equal to the Delivery DateAppraised Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c)) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition (or which is/are owned by a Vessel Owning Subsidiary that is the subject of a Collateral Disposition, as the case may be) and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal reports delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) before giving effect to such Collateral Disposition) or (y) if greater, in the Vessel has not event that the ratio of Total Net Funded Debt to Consolidated EBITDA for the period of four consecutive fiscal quarters last ended for which financial statements have been delivered provided to the Administrative Agent pursuant to Section 8.01 is [*] or higher, [*] of the Net Cash Proceeds of such Collateral Disposition; provided that without limiting anything otherwise provided for in this Agreement, the Borrower hereby acknowledges that it is obliged to comply with Section 9.08 at all times (including, without limitation, after giving effect to any commitment reduction contemplated by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being requiredforegoing Section 4.02(c)). (d) The amount of each commitment reduction required by Sections 4.02(c) shall be applied to reduce the then remaining Scheduled Commitment Reductions on a pro rata basis after giving effect to all prior reductions thereto. (e) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.101.10. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all Loans shall be repaid in full on the last day of each Interest Period applicable thereto and all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of ​ -57- ​ ​ its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (d), make such designation ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its sole reasonable discretion with a viewCapital Stock, but no obligationoptions, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to warrants or other rights for the contrary contained elsewhere purchase, acquisition or exchange of new shares in this Agreementits Capital Stock, all outstanding Loans shall be repaid in full on the Maturity Date.except:

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (iA) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (iiB) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in eight equal semi-annual installments commencing on the first Repayment Date that is on or after April 1, 2021 and ending on the Maturity Date for the Deferred Loans (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x)(i) the Parent declares, makes or pays any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (ii) the Parent repays or distributes any dividend or share premium reserve, (iii) the Parent or the Borrower makes any payment of any kind under any shareholder loan, (iv) the Parent redeems, repurchases, defeases, retires or repays any of its Capital Stock or resolves to do so, (v) the Parent issues between April 1, 2020 and the latest Maturity Date in respect of the Deferred Loans any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Facility Agent) for the purpose of providing crisis and recovery-related capital (as contemplated in the Principles), or (vi) the Parent or any member of the NCLC Group incurs any Indebtedness for Borrowed Money, except any Indebtedness for Borrowed Money incurred (A) for the purpose of financing the payment of any scheduled pre-delivery or delivery instalment of the purchase price of a vessel to be owned by the Parent or any Subsidiary or (B) between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Lenders) for the purpose of providing crisis and recovery-related Indebtedness (as contemplated in the Principles), or in any case resolves to do so or (y) the Borrower or the Parent shall default in the due performance and observance of the Principles unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days ​ ​ -55- ​ ​ ​ ​ following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (dii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group undertaken in the context of an active balance sheet management plan (x) which matures prior to the Second Deferred Loan Repayment ​ -56- ​ ​ ​ ​ Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms resulting, when taken as a whole, in an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents, which terms include any of the following: an extension of the repayment terms; or a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2023 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued after December 31, 2023 to support the NCLC Group with the impact of the COVID-19 pandemic, or for the purpose of providing crisis and recovery-related funding (which in the case of Indebtedness for Borrowed Money is made with the prior written consent of ▇▇▇▇▇▇); provided that in any case the proceeds raised from such incurrence of Indebtedness for Borrowed Money or the issuance of Capital Stock shall not be used in whole or in part for (x) any form of merger, sub-division, amalgamation, restructuring, consolidation, winding-up, dissolution or anything analogous thereto or acquisition of any entity, share capital or obligations of any corporation or other entity by any member of the NCLC Group (notwithstanding Section 10.02), make or (y) the prepayment of any Indebtedness for Borrowed Money other than as permitted by Section 4.02(d)(v)(A) or (B) and except as permitted by Section 4.02(d)(ii)(A) and (E) for the purposes of refinancing such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10.Indebtedness for Borrowed Money; (eD) Notwithstanding anything any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the contrary contained elsewhere purchase of a vessel by the Parent or any Subsidiary; (E) (x) the extension, renewal or drawing of revolving credit facilities and (y) any increases to the Term and Revolving Credit Facilities in the ordinary course of business; (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by ▇▇▇▇▇▇; (G) Permitted Intercompany Arrangements; (H) in the case of the Borrower, Indebtedness permitted to be incurred under Section 10.12; (I) Indebtedness incurred in the ordinary course of business which in the aggregate does not exceed (x) until December 31, 2022, USD 150,000,000 during any twelve- ​ ​ -57- ​ ​ ​ ​ month period and (y) thereafter, USD 40,000,000 during any twelve-month period, provided always that such Indebtedness incurred under (x) shall only be used in respect of the Approved Projects up to the maximum amount allocated to each such Approved Project in the Approved Projects List) (it being agreed that should the amount of Indebtedness actually incurred in respect of any Approved Project for the calendar year ending December 31, 2022 be lower than its relevant allocation for that year, such shortfall may be carried over and added to the total amount of Indebtedness permitted for the calendar year ending December 31, 2023 under (y) but shall remain allocated to that Approved Project); (J) any guarantee in respect of Indebtedness for Borrowed Money (the incurrence of which is permitted under this Agreement) which would not adversely affect the position of the Secured Creditors and, where such guarantee covers the obligations of a person other than an NCLC Group member, is issued in the ordinary course of business and does not in aggregate with all outstanding Loans shall be repaid in full on such guarantees exceed USD 25,000,000; and (K) the Maturity Dateissuance of Capital Stock by any member of the NCLC Group (other than the Borrower) to another member of the NCLC Group as permitted by Section 10.04.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date and ending on the Maturity Date and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 eight equal semi-annual installments commencing on either (i) the first Business Day Repayment Date that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date orApril 1, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, 2021 and ending on the Maturity Date for the Deferred Loans (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x)(i) the Parent declares, makes or pays any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (ii) the Parent repays or distributes any dividend or share premium reserve, (iii) the Parent or the Borrower makes any payment of any kind under any shareholder loan, (iv) the Parent redeems, repurchases, defeases, retires or repays any of its Capital Stock or resolves to do so, (v) the Parent issues between April 1, 2020 and the latest Maturity Date in respect of the Deferred Loans any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Facility Agent) for the purpose of providing crisis and recovery-related capital (as contemplated in the Principles), or (vi) the Parent or any member of the NCLC Group incurs any Indebtedness for Borrowed Money, except any Indebtedness for Borrowed Money incurred (A) for the purpose of financing the payment of any scheduled pre-delivery or delivery instalment of the purchase price of a vessel to be owned by the Parent or any Subsidiary or (B) between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Lenders) for the purpose of providing crisis and recovery-related Indebtedness (as contemplated in the Principles), or in any case resolves to do so or (y) the Borrower or the Parent shall default in the due performance and observance of the Principles unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, the outstanding Loans Borrower shall be repaid required to repay Loans on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Payment Date in relation an amount equal to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Scheduled Amortization Payment Amount for such Payment Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and ), (ii) the earlier of (A) the date which is 150 120 days following any Collateral Disposition constituting an Event of Loss described in clause (x) of the definition of Event of Loss involving the a Collateral Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Corporate Guarantor, the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss (or, if such date is not a Business Day, on the following Business Day) and (iii) the date which is 30 days after any Collateral Disposition constituting an Event of Loss described in clause (y) of the definition of Event of Loss involving a Collateral Vessel (unless prior to such thirtieth day, such Event of Loss ceases to constitute an Event of Loss), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans in full an amount equal to the Attributable Loan Amount of the affected Collateral Vessel. For the avoidance of doubt, and without duplication of the Total Commitment prepayment required in Section 4.02(c), on any date on which the Borrower is required to make a mandatory prepayment in connection with a Collateral Disposition under this clause (b), if after giving effect to such prepayment the Borrower is or would not be in compliance with the ratio set forth in Section 8.07(b) (based on the most recent Appraisals delivered to the Administrative Agent under Section 7.01(d)), the Borrower shall be automatically terminated (without further action of the Borrower being required)required to post Additional Collateral or make an additional prepayment in amount sufficient to cure such non-compliance. (c) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or 4.02, but without duplication, upon the occurrence of an Event of Default resulting from a breach of Section 8.07(b) and without duplication of the undertakings in such Section, the Borrower shall be required to immediately repay Loans in accordance with the requirements of Section 4.02(f) in an amount required to cure such Event of Default, provided that it is understood and agreed that the requirement to repay Loans under this Section 4.02(c) shall not be deemed a waiver of any other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(b). (d) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02, but without duplication, upon the occurrence of a Change of Control, the Borrower shall repay an aggregate principal amount of outstanding Loans in full. (e) In addition to any other mandatory repayments or commitment reductions required pursuant to this AgreementSection 4.02, but without duplication, if it becomes unlawful or impossible: (xi) for any Credit Party to discharge any liability under the Construction Contract is terminated prior Credit Documents or to comply with any other obligation which the Delivery DateRequired Lenders consider material under the Credit Documents, or (yii) for the Vessel has not been delivered Administrative Agent, the Collateral Agent and the Lenders to the Borrower exercise or enforce any material right under, or to enforce any security interest created by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05Credit Documents, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event then the Borrower shall repay an aggregate principal amount of outstanding Loans in full. (f) All prepayments of the Loans or commitment reductions pursuant to Section 4.01(a) shall be applied pro rata to the outstanding Loans in full and pro rata among the future Scheduled Amortization Payment Amounts and the Total Commitment balloon payment due on the Maturity Date. All prepayments of the Loans pursuant to Sections 4.02 (other than Section 4.02(a)) and 8.07(b)(y) shall be automatically terminated (without further action applied pro rata to the outstanding Loans and against the future Scheduled Amortization Payment Amounts and the balloon payment due on the Maturity Date in inverse order of maturity. All repayments of the Borrower being requiredLoans pursuant to Section 4.02(a) shall be applied pro rata to the outstanding Loans and against the Scheduled Amortization Payment Amounts and the balloon payments due on the Maturity Date in direct order of maturity. (g) The Attributable Loan Amount of the Collateral Vessels shall be reduced as follows: (i) each voluntary prepayment of Term Loans or commitment reduction pursuant to Sections 4.01(a), 4.02(c), 4.02(f) and 8.07(b)(y) shall permanently reduce the Attributable Loan Amount of the Vessels on a dollar for dollar basis as directed by the Borrower; and (ii) each prepayment of the Loans pursuant to Section 4.02(b) shall reduce the Attributable Loan Amount of the affected Collateral Vessel to zero. For the avoidance of doubt, the parties hereto acknowledge and confirm that the reduction of the Attributable Loan Amount pursuant to this clause (g) has the effect of applying the relevant prepayment to reduce future Scheduled Amortization Payment Amounts and the balloon payment due on the Maturity Date in accordance with Section 4.02(f). (dh) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) repayments of Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Loans with Interest Periods ending on such date of required repayment shall be have been paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (dh), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ei) The Loans repaid pursuant to this Section 4.02 may not be reborrowed. (j) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or 4.02, the Borrower shall be required to repay Term Loans on each Payment Date in an amount equal to the Scheduled Term Loan Amortization Payment Amount for such Payment Date. (b) Subject to Section 4.06, in addition to any other mandatory repayments or commitment reductions required pursuant to this Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 one hundred and eighty (180) days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans (and permanently reduce the Total Revolving Loan Commitment corresponding to any Revolving Loans repaid) in full an amount equal to the then aggregate outstanding principal amount of the Term Loans and Revolving Loan Commitments, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and the Total Commitment denominator of which is the Aggregate Appraised Values (which, for the avoidance of doubt, shall be automatically terminated (without further action include the Appraised Value of the Borrower being requiredsuch affected Collateral Vessel). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.10(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay Loans (and permanently reduce the outstanding Revolving Loan Commitments for any Revolving Loans repaid) in full accordance with the requirements of Section 4.02(d) in an amount required to cure such Event of Default; provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(c) shall not be automatically terminated (without further action deemed a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.10(d). (d) With respect to each Each repayment of Loans and reduction of Revolving Loan Commitments required by Section 2.01(c), Section 2.09(a)(ii), this Section 4.02 or Section 8.10(d) shall be allocated among the Lenders pro rata in accordance with the principal amount of the Term Loans and Revolving Loan Commitments held by such Lenders, and shall be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and the final installment amount (the “balloon” payment) of Term Loans and outstanding Revolving Loan Commitments due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments of Revolving Loan Commitments, as applicable; provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant such prepayment shall not, so long as no Event of Default then exists, be applied to which such Loans were made, provided that (i) any Loan of a Defaulting Lender until all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described Non-Defaulting Lenders have been repaid in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10full. (e) The Term Loans repaid pursuant to this Section 4.02 may not be reborrowed. (f) Revolving Loan Commitments reduced pursuant to Section 4.02 shall be permanently reduced and Revolving Loans prepaid in connection with such permanent reduction of Revolving Loan Commitments may not be reborrowed. (g) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date. (h) For the avoidance of doubt, any proceeds received by the Borrower or any Subsidiary Guarantor from a sale, sale-leaseback transaction or other disposition of a Collateral Vessel and which are not otherwise required to be prepaid in accordance with Section 4.02(b) shall be available to the Borrower or such Subsidiary Guarantor for any use permitted by the terms of this Agreement.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (d), make such designation ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its sole reasonable discretion with a viewCapital Stock, but no obligationoptions, to minimize breakage costs owing pursuant to Section 2.10.warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (eA) Notwithstanding anything any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group undertaken in the context of an active balance sheet management plan (x) which matures prior to the contrary contained elsewhere in this AgreementSecond Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, all outstanding Loans which shall be repaid on terms resulting, when taken as a whole, in full on an improvement of the Maturity Date.ability of the Credit Parties to meet their obligations under the Credit Documents, which terms include any of the following: an extension of the repayment terms; or a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued after December 31, 2022 to support the NCLC Group with the impact of the COVID-19 pandemic, or for the purpose of providing crisis and recovery-related funding (which in the case of Indebtedness for Borrowed Money is made with the prior written consent of ▇▇▇▇▇▇); provided that in any case the proceeds raised from such incurrence of Indebtedness for Borrowed Money or the issuance of Capital Stock shall not be used in whole or in part for (x) any form of merger, sub-division,

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans The Borrower shall be repaid required to repay the Loans on each Repayment Payment Date (or in an amount equal to the Scheduled Term Amortization Payment Amount for such other date Payment Date. The Scheduled Term Amortization Payment Amounts for each Payment Date are set forth on Schedule VIII hereto, as such Schedule is updated from time to time upon each Borrowing Date, and as such Scheduled Term Amortization Payment Amounts may be agreed between the Facility Agent reduced from time to time in accordance with Section 4.02(e) and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”f). (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the an aggregate principal amount of outstanding Loans of the affected Collateral Vessel in full and accordance with the Total Commitment requirements of Section 4.02(e) in an amount equal to the Attributable Loan Amount of the affected Collateral Vessel. (c) Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d), the Borrower shall be automatically terminated (without further action required to immediately repay Loans in accordance with the requirements of Section 4.02(e) in an amount required to cure such Event of Default, provided that it is understood and agreed that the Borrower being requiredrequirement to repay Loans under this Section 4.02(c) shall not be deemed to be a waiver of any other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (cd) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section 4.02, upon a Change of this AgreementControl, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall be required to repay the outstanding principal amount of Loans in full and its entirety within 60 days after the Total Commitment shall be automatically terminated (without further action date of the Borrower being required)such Change of Control. (de) All prepayments of the Loans pursuant to Sections 4.01(a) and 4.02(a) shall be applied pro rata across all future Scheduled Term Amortization Amounts for all Payment Dates. All prepayments of the Loans pursuant to Section 4.02(c) shall be applied pro rata to the outstanding Loans to reduce the Scheduled Term Amortization Payment Amounts for each Payment Date in inverse order of maturity. (f) The Attributable Loan Amount of the Collateral Vessels shall be reduced as follows: (i) each voluntary prepayment of Loans pursuant to Section 4.01(a), and each prepayment of Loans pursuant to Section 4.02(c) shall permanently reduce the Attributable Loan Amount of the Collateral Vessels on a dollar for dollar basis as directed by the Borrower; and (ii) each prepayment of the Loans pursuant to Section 4.02(b) shall reduce the Attributable Loan Amount of the affected Collateral Vessel to zero. (g) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) repayments of Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Loans with Interest Periods ending on such date of required repayment shall be have been paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (dg), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition On any day on which the aggregate outstanding principal amount of Loans and the Letter of Credit Outstandings (after giving effect to any all other mandatory repayments pursuant thereof on such date) exceeds the Total Commitment as then in effect (after giving effect to this Section 4.02 or any all other Section of this Agreementreductions thereof on such date), the Borrower shall repay principal of Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect (after giving effect to all other repayments thereof on such date), the Borrower shall pay to the Collateral Agent on such date an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be repaid on each Repayment Date (or such other date held as may be agreed between the Facility Agent and the Borrower) (without further action security for all obligations of the Borrower being required) hereunder in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation a cash collateral account to the Delivery Date or, (ii) if requested be established by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”)Collateral Agent. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or 5.02, on the fifth Business Day after each Scheduled Commitment Reduction Date occurring during the period commencing on the Restatement Effective Date and ending on (and including) March 31, 2013, the Total Commitment shall be permanently reduced by an amount equal to Excess Liquidity determined on such Scheduled Commitment Reduction Date. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section of 5.02, on each Scheduled Commitment Reduction Date set forth in the table below, the Borrower shall be required to repay Loans and permanently reduce the Total Commitment as then in effect by the amount set forth opposite such Scheduled Commitment Reduction Date in the table below (each such reduction, as the same may be reduced in accordance with Section 5.02(g), a “Scheduled Commitment Reduction”): June 30, 2013 $ 17,187,500 September 30, 2013 $ 17,187,500 December 31, 2013 $ 17,187,500 March 31, 2014 $ 17,187,500 June 30, 2014 $ 17,187,500 September 30, 2014 $ 17,187,500 December 31, 2014 $ 17,187,500 March 31, 2015 $ 17,187,500 June 30, 2015 $ 17,187,500 September 30, 2015 $ 17,187,500 December 31, 2015 $ 17,187,500 March 31, 2016 $ 17,187,500 (d) In addition to any other mandatory repayments or commitment reductions pursuant to this AgreementSection 5.02, but without duplication, on (i) the Business Day following the date of a any Collateral Disposition involving a Primary Collateral Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Primary Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated permanently reduced by an amount equal to the greater of (without further action x) the product of the Total Commitment multiplied by a fraction (A) the numerator of which is equal to the appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 9.01(c)) of the Primary Collateral Vessel or Primary Collateral Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Primary Collateral Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 9.01(c) prior to such Collateral Disposition) and (y) in the case of a Primary Collateral Vessel which is older than 15 years at the time of such Collateral Disposition (including Event of Loss), the Net Cash Proceeds thereof. Without limiting anything otherwise provided for in this Agreement, the Borrower being requiredhereby acknowledges that it is obliged to comply with Sections 10.10 and 10.11 at all times (including, without limitation, after giving effect to any commitment reduction contemplated by the foregoing Sections 5.02(b) and (c)). (ce) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 5.02, upon the occurrence of a default under Section 10.10 or 10.11, the Borrower shall be required to repay Loans and reduce the Total Commitment in accordance with the requirements of Section 10.10 or Section 10.11, as the case may be, in an amount required to cure such default, provided that it is understood and agreed that the requirement to repay Loans and reduce the Total Commitment under this Section 5.02(e) shall not be deemed to be a waiver of any other right or remedy that any Lender may have as a result of an Event of Default under Sections 10.10 or 10.11. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section of this Agreement5.02, but without duplication, if at any time the proceeds of a Collateral Disposition would be required to repay the Junior Credit Agreement (without giving effect to any reduction in the amounts otherwise payable thereunder pursuant to clause (I) of the first proviso to Section 4.02(a) of the Junior Credit Agreement unless otherwise agreed by the Required Lenders), to the extent the Collateral that is the subject of the Collateral Disposition constitutes (x) Primary Collateral, such proceeds shall be used to permanently reduce the Construction Contract is terminated Total Commitment by such amount and (y) Secondary Collateral, such proceeds will be used (I) upon or prior to the Delivery DateDischarge of First Priority Obligations (as defined in the Secondary Intercreditor Agreement), to repay loans and permanently reduce the total commitment under the $372M Credit Agreement and (yII) after the Vessel has not been delivered Discharge of First Priority Obligations (as defined in the Secondary Intercreditor Agreement), to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and permanently reduce the Total Commitment shall be automatically terminated (without further action of by such amount, in each case on the Borrower being required)date that such proceeds would otherwise have been required to repay the Junior Credit Agreement. (dg) The amount of each Commitment reduction made pursuant to Section 4.02 or required by Sections 5.02(d) and 5.02(f) shall be applied to reduce the then remaining Scheduled Commitment Reductions pro rata based upon the then remaining Scheduled Commitment Reductions after giving effect to all prior reductions thereto. (h) With respect to each repayment of Loans under Section 5.01 or required by this Section 4.025.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.such

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, the outstanding Loans Borrower shall be repaid required to repay Term Loans on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Payment Date in relation an amount equal to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Scheduled Term Loan Amortization Payment Amount for such Payment Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 one hundred and eighty (180) days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans (and permanently reduce the Total Revolving Loan Commitment corresponding to any Revolving Loans repaid) in full an amount equal to the then aggregate outstanding principal amount of the Term Loans and Revolving Loan Commitments, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and the Total Commitment shall be automatically terminated (without further action denominator of which is the aggregate of the Borrower being requiredAppraised Values of all Collateral Vessels (including such affected Collateral Vessel). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay Loans (and permanently reduce the outstanding Revolving Loan Commitments for any Revolving Loans repaid) in full accordance with the requirements of Section 4.02(d) in an amount required to cure such Event of Default; provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(c) shall not be automatically terminated (without further action deemed a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (d) With respect to each Each repayment of Loans and reduction of Revolving Loan Commitments required by Section 2.01(c), Section 2.09(a)(ii), this Section 4.02 or Section 8.07(d)(y) shall be allocated among the Lenders pro rata in accordance with the principal amount of the Term Loans and Revolving Loan Commitments held by such Lenders, and shall be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and the final installment amount (the “balloon” payment) of Term Loans and outstanding Revolving Loan Commitments due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments of Revolving Loan Commitments, as applicable; provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant such prepayment shall not, so long as no Event of Default then exists, be applied to which such Loans were made, provided that (i) any Loan of a Defaulting Lender until all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described Non-Defaulting Lenders have been repaid in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10full. (e) The Term Loans repaid pursuant to this Section 4.02 may not be reborrowed. (f) Revolving Loans prepaid pursuant to Section 4.01(a) may be reborrowed until the Maturity Date subject to compliance with the terms and conditions of this Agreement. Revolving Loan Commitments reduced pursuant to Section 4.02 shall be permanently reduced. (g) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, the outstanding Loans Borrower shall be repaid required to repay Loans on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Payment Date in relation an amount equal to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Scheduled Amortization Payment Amount for such Payment Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Parent Guarantor, the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans in full an amount equal to the then aggregate outstanding principal amount of the Loans, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and the Total Commitment shall be automatically terminated (without further action denominator of which is the aggregate of the Borrower being requiredAppraised Values of all Collateral Vessels (including such affected Collateral Vessel). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay the outstanding Loans in full accordance with the requirements of Section 4.02(d) in an amount required to cure such Event of Default, provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(c) shall not be automatically terminated (without further action deemed a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (d) With respect to each Each repayment of Loans required by Section 2.09(a)(ii), this Section 4.02 or Section 8.07(d)(y) shall be allocated among the Lenders pro rata in accordance with the principal amount of the Loans held by such Lenders, and shall be applied to the future Scheduled Amortization Payment Amounts due on the Payment Dates and the final installment amount (the “balloon” payment) due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments, provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant such prepayment shall not, so long as no Event of Default then exists, be applied to which such Loans were made, provided that (i) any Loan of a Defaulting Lender until all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described Non-Defaulting Lenders have been repaid in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10full. (e) The Loans repaid pursuant to this Section 4.02 may not be reborrowed. (f) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, the outstanding Loans Borrower shall be repaid required to repay Loans on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Payment Date in relation an amount equal to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Scheduled Amortization Payment Amount for such Payment Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Parent Guarantor, the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans in full and an amount equal to the Total Commitment shall be automatically terminated (without further action Attributable Loan Amount of the Borrower being required)affected Collateral Vessel. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay the outstanding Loans in full accordance with the requirements of Section 4.02(d) in an amount required to cure such Event of Default, provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(c) shall not be automatically terminated (without further action deemed a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (d) All prepayments of the Loans pursuant to Sections 4.01(a), 4.02 and 8.07(d)(y) shall be applied pro rata to each Tranche of Loans and pro rata to the outstanding Loans under the applicable Tranche. (e) The Attributable Loan Amount of the Collateral Vessels shall be reduced as follows: (i) each voluntary prepayment of Initial Term Loans or Upsize Loans pursuant to Sections 4.01(a), 4.01(c) and 8.07(d)(y) shall permanently reduce the Attributable Loan Amount of the Initial Term Loan Vessels or the Upsize Loan Vessel, as applicable, on a dollar for dollar basis as directed by the Borrower; and (ii) each prepayment of the Loans pursuant to Section 4.02(b) shall reduce the Attributable Loan Amount of the affected Collateral Vessel to zero. For the avoidance of doubt, the parties hereto acknowledge and confirm that the reduction of the Attributable Loan Amount pursuant to this clause (e) has the effect of applying the relevant prepayment to reduce future Scheduled Amortization Payment Amounts and the balloon payment due on the Maturity Date on a pro rata basis. (f) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) repayments of Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Loans of the relevant Tranche with Interest Periods ending on such date of required repayment shall be have been paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (df), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (eg) The Loans repaid pursuant to this Section 4.02 may not be reborrowed. (h) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans of each Tranche shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (d), make such designation ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its sole reasonable discretion with a viewCapital Stock, but no obligationoptions, to minimize breakage costs owing pursuant to Section 2.10.warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (eA) Notwithstanding anything any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group (x) which matures prior to the contrary contained elsewhere in this AgreementSecond Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, all outstanding Loans which shall be repaid on terms which include any or all of the following (evidence of which shall be provided to the Facility Agent by the Parent) resulting, when taken as a whole, in full an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents: an extension of the repayment terms; a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued on or after December 31, 2022 to support the Maturity Date.NCLC Group with the impact of the COVID-19 pandemic, if made with the prior written consent of Hermes;

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 6 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of (x) in the case of Tranche A Loans, the Borrowing Date in relation to the Vessel 1 Delivery Date or(which was April 25, (ii2013) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Tranche A Loan Maturity Date and (y) in the case of Tranche B Loans, the Borrowing Date in relation to the Vessel 2 Delivery Date and ending on the Tranche B Loan Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Collateral Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Allocable Commitment shall be automatically terminated and no further disbursements of Loans hereunder shall be permitted (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) [Intentionally omitted] (y) if (i) the Vessel 2 Construction Contract is terminated prior to the Vessel 2 Delivery Date, (yii) the Vessel 2 has not been delivered to the Borrower Breakaway Two by the Yard pursuant to the Vessel 2 Construction Contract by December 8, 2014 (iii) the Commitment Termination Date Breakaway Two Facility shall have been be terminated or (ziv) any of the events described specified in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Vessel 2 Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Tranche B Loans in full and the Total Commitment no further Loans shall be automatically terminated (without further action made in respect of installment and delivery payments in respect of Vessel 2. Notwithstanding anything to the contrary in this Section 4.02(c), if the Borrower being required)is not permitted to make such prepayment pursuant to the Senior Loan Agreements or the Jewel Intercreditor Agreement, then the Borrower or the Parent shall post cash collateral or other collateral reasonably acceptable to the Required Lenders in an amount equal to the then-outstanding Tranche B Loans. (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all outstanding Tranche A Loans shall be repaid in full on the Tranche A Loan Maturity Date and (ii) all outstanding Tranche B Loans shall be repaid in full on the Tranche B Loan Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if prior to the Second Deferred Loan Repayment Date: (i) Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such Section 10.03(b) shall be permitted to be made by Holdings and that, for the avoidance of doubt, Holdings gives no guarantee of any kind nor (other than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) any member of the NCLC Group incurs any Indebtedness for Borrowed Money (which, solely for purposes of this clause (ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group (x) which matures prior to the Second Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms which include any or all of the following (evidence of which shall be provided to the Facility Agent by the Parent) resulting, when taken as a whole, in an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents: an extension of the repayment terms; a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued on or after December 31, 2022 to support the NCLC Group with the impact of the COVID-19 pandemic, if made with the prior written consent of Hermes; (D) any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the purchase of a vessel by the Parent or any Subsidiary; (E) the extension, renewal or drawing of revolving credit facilities (subject to the prior written consent of the Hermes Agent (acting on the instructions of Hermes) if any additional Liens are granted in connection with such extension, renewal or drawing); (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by Hermes; (G) Permitted Intercompany Arrangements; (H) in the case of the Borrower, Indebtedness permitted to be incurred under Section 10.12; (I) Indebtedness incurred in the ordinary course of business which in the aggregate does not exceed USD[*] during any twelve-month period; (J) any guarantee in respect of Indebtedness for Borrowed Money (the incurrence of which is permitted under this Agreement) which would not adversely affect the position of the Secured Creditors and, where such guarantee covers the obligations of a person other than an NCLC Group member, is issued in the ordinary course of business and does not in aggregate with all such guarantees exceed USD 25,000,000; and (K) the issuance of Capital Stock by any member of the NCLC Group (other than the Borrower) to another member of the NCLC Group as permitted by Section 10.04. (iii) the Parent or any member of the NCLC Group sells, transfers, leases or otherwise disposes of any of its assets relating to the NCLC Group fleet on non-arm’s length terms; (iv) subject to Section 9.15, any Credit Party grants new Liens securing Indebtedness for Borrowed Money, except (x) Liens securing Indebtedness for Borrowed Money permitted under Section 4.02(d)(ii)(A), (B), (I) or (J), (y) any Lien granted by a Credit Party (other than in respect of the Collateral) to the extent the Secured Creditors are granted a Lien on a pari passu basis and (z) any Lien otherwise approved with the prior written consent of Hermes; (v) except as permitted by Section 4.02(d)(ii)(A), and (E) for the purposes of refinancing such Indebtedness for Borrowed Money or extending, renewing or drawing such revolving credit facility and other than Indebtedness for Borrowed Money permitted by Section 4.02(d)(ii)(B), (G) and (I), the Parent or any member of the NCLC Group prepays any Indebtedness for Borrowed Money, other than (A) to avoid an event of default under the terms of such Indebtedness for Borrowed Money, (B) any prepayment of Indebtedness for Borrowed Money incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding with the proceeds of a permitted issuance of Capital Stock or (C) to the extent such prepayment is made on a pari passu basis with the Loans provided that in any case above (including where permitted by Section 4.02(d)(ii)(A), (B), (E), (G) or (I)) (x) in no circumstances shall any member of the NCLC Group apply excess cash in prepayment of any Indebtedness for Borrowed Money under any ‘cash sweep’ mechanism or similar prepayment provision or in any case resolve to do so, (y) such prepayment is undertaken in the context of an active debt management plan and the financial position of the NCLC Group taken as a whole shall improve immediately following the making of any such prepayment, and (z) any repayment, extension or renewal of revolving credit facilities shall not constitute a restricted prepayment for the purposes of this paragraph (v), or (vi) the Borrower or the Parent shall default in the due performance and observance of the Principles or the Framework, unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the following shall occur: (A) the suspension of any Event of Default due to a failure to comply with the financial covenants set out in Section 10.07, Section 10.08 or Section 10.09 set forth at Section 11.03 shall cease to apply; (B) the Total Commitments relating to the Deferred Loans will be immediately cancelled; and (C) the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, the outstanding Loans Borrower shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date each Payment Date, (x) repay Term Loans in relation an amount equal to the Delivery Scheduled Term Amortization Payment Amount for such Payment Date or, and (y) permanently reduce the Total Revolving Loan Commitment by an amount equal to the Scheduled Revolving Commitment Reduction Amount for such Payment Date and (ii) if requested by on any day on which the Borrower no later than five days prior sum of the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) exceeds the anticipated Delivery DateTotal Revolving Loan Commitment at such time, prepay Revolving Loans on such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each day in an amount equal to such repayment, a “Scheduled Repayment”)excess. (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Parent Guarantor, the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans (and permanently reduce the Total Revolving Loan Commitment corresponding to any Revolving Loans repaid) in full an amount equal to the then aggregate outstanding principal amount of the Term Loans and Revolving Loan Commitments, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and the Total Commitment shall be automatically terminated (without further action denominator of which is the aggregate of the Borrower being requiredAppraised Values of all Collateral Vessels (including such affected Collateral Vessel). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay Loans (and permanently reduce the outstanding Revolving Loan Commitments for any Revolving Loans repaid) in full accordance with the requirements of Section 4.02(d) in an amount required to cure such Event of Default, provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(c) shall not be automatically terminated (without further action deemed a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (d) With respect to each Each repayment of Loans and reduction of Revolving Loan Commitments required by Section 2.09(a)(ii), this Section 4.02 or Section 8.07(d)(y) shall be allocated among the Lenders pro rata in accordance with the principal amount of the Term Loans and Revolving Loan Commitments held by such Lenders, and shall be applied to the future Scheduled Term Amortization Payment Amounts and Scheduled Revolving Commitment Reductions Amounts due on the Payment Dates and the final installment amount (the “balloon” payment) due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments, provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant such prepayment shall not, so long as no Event of Default then exists, be applied to which such Loans were made, provided that (i) any Loan of a Defaulting Lender until all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described Non-Defaulting Lenders have been repaid in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10full. (e) The Term Loans repaid pursuant to this Section 4.02 may not be reborrowed. (f) Revolving Loans prepaid pursuant to Section 4.01(a) may be reborrowed until the Revolving Loan Commitment Termination Date subject to compliance with the terms and conditions of this Agreement. Revolving Loan Commitments reduced pursuant to Section 4.02 shall be permanently reduced. (g) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 6 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of (x) in the case of Tranche A Loans, the Borrowing Date in relation to the Vessel 1 Delivery Date or(which was April 25, (ii2013) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Tranche A Loan Maturity Date and (y) in the case of Tranche B Loans, the Borrowing Date in relation to the Vessel 2 Delivery Date and ending on the Tranche B Loan Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Collateral Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Allocable Commitment shall be automatically terminated and no further disbursements of Loans hereunder shall be permitted (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) [Intentionally omitted] (y) if (i) the Vessel 2 Construction Contract is terminated prior to the Vessel 2 Delivery Date, (yii) the Vessel 2 has not been delivered to the Borrower Breakaway Two by the Yard pursuant to the Vessel 2 Construction Contract by December 8, 2014 (iii) the Commitment Termination Date Breakaway Two Facility shall have been be terminated or (ziv) any of the events described specified in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Vessel 2 Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Tranche B Loans in full and the Total Commitment no further Loans shall be automatically terminated (without further action made in respect of installment and delivery payments in respect of Vessel 2. Notwithstanding anything to the contrary in this Section 4.02(c), if the Borrower being required)is not permitted to make such prepayment pursuant to the Senior Loan Agreements or the Jade Intercreditor Agreement, then the Borrower or the Parent shall post cash collateral or other collateral reasonably acceptable to the Required Lenders in an amount equal to the then-outstanding Tranche B Loans. (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all outstanding Tranche A Loans shall be repaid in full on the Tranche A Loan Maturity Date and (ii) all outstanding Tranche B Loans shall be repaid in full on the Tranche B Loan Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to On any other mandatory repayments pursuant to this Section 4.02 or any other Section day on which the sum of this Agreementthe aggregate outstanding principal amount of the Revolving Loans and the Letter of Credit Outstandings exceeds the Revolving Loan Commitment as then in effect, the Borrower shall prepay on such day, principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Revolving Loan Commitment as then in effect, the Borrower shall pay to the Lender at the Payment Office on such day an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be repaid on each Repayment Date (or such other date held as may be agreed between the Facility Agent and the Borrower) (without further action security for all obligations of the Borrower being required) hereunder in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation a cash collateral account to the Delivery Date or, (ii) if requested be established by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”)Lender. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication4.2, on (i) the Business Day following the each date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Lossset forth below, the Borrower shall be required to repay the outstanding Loans in full principal amount of the Term Loan, to the extent then outstanding, as is set forth opposite such date (each such repayment a "Term Loan Scheduled Repayment," and each such date, a "Term Loan Scheduled Repayment Date"): Term Loan Scheduled Repayment Date Amount ---------------------------- -------- March 1, 1997, and the Total Commitment shall be automatically terminated (without further action $350,000 first day of the Borrower being required).each succeeding calendar month (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 4.2, on each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other Section of this Agreement, but without duplication, if (x) than proceeds received from employees exercising their rights under the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower various stock option plans maintained by the Yard pursuant Borrower, an amount equal to the Construction Contract by the Commitment Termination Date or (z) any 50% of the events described in Sections 11.05, 11.10 cash proceeds of such capital contribution or 11.11 sale or issuance (net of underwriting or placement discounts and commissions and other reasonable costs and expenses associated therewith) shall occur in respect be applied as a mandatory repayment of principal of the Yard at any time prior to Term Loan in accordance with the Delivery Date, within five Business Days requirements of the occurrence of such event the Borrower shall repay the outstanding Loans in full Sections 4.2(g) and the Total Commitment shall be automatically terminated (without further action of the Borrower being requiredh). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.2, on each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.5 as such Section is in effect on the Effective Date), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other reasonable costs associated therewith) shall be applied as a mandatory repayment of principal of the Term Loan in accordance with the requirements of Section 4.2(g) and (h). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.2, on each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives cash proceeds from any sale of assets (including capital stock and securities held thereby but excluding sales of assets permitted by Section 9.2(b), (e) and (f)), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of the Term Loan in accordance with the requirements of Sections 4.2(g) and (h) but only to the extent that such sales proceeds exceed the aggregate of $750,000 in any fiscal year of the Borrower, provided that with respect to such sales, the Borrower delivers a certificate to the Lender on or prior to such date stating that such Net Sale Proceeds shall be used to purchase replacement assets within 180 days following the date of such asset sale (which certificate shall set forth the estimates of the proceeds to be so expended). (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.2, within 10 days following each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the cash proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment of principal of the Term Loan in accordance with the requirements of Sections 4.2(g) and (h), provided that so long as no Default or Event of Default then exists (x) and such proceeds do not exceed $250,000 in any fiscal year of the Borrower, such proceeds shall not be required to be so applied on such date and the Borrower shall be entitled to retain such proceeds, (y) and such proceeds exceed $250,000 but are less than $2,500,000 in any fiscal year of the Borrower, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Lender on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of the receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and (z) and such proceeds equal or exceed $2,500,000 in any fiscal year of the Borrower, then the entire amount shall be applied as a mandatory repayment of the Term Loan as provided above in this Section 4.2(f) and if all or any portion of such proceeds not required to be applied to the repayment of the Term Loan pursuant to the preceding clause (y) are not so used within 360 days after the date of the receipt of such proceeds, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of the Term Loan as provided above in this Section 4.2(f) without regard to the preceding clause (y). (g) With respect to each repayment of Loans required by this Section 4.024.2, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that that: (i) repayments of Eurodollar Loans pursuant to this Section 4.2 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Prime Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be paid in full prior to converted at the payment end of any other Loans the then current Interest Period into a Borrowing of Prime Rate Loans; and (iiiii) each repayment of any Loans comprising made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent Lender shall, subject to the preceding provisions of this clause (d)above, make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10discretion. (h) Any amount required to be applied to the Term Loan pursuant to Sections 4.2(c), (d), (e) and (f) shall be applied to repay the outstanding principal amount of the Term Loan then outstanding. The amount of each principal repayment of the Term Loan made as required by said Sections 4.2(c), (d), (e) and (f) shall be applied to reduce the then remaining Term Loan Scheduled Repayments in the inverse order of maturity. (i) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement or in any other Credit Document, all then outstanding Loans shall be repaid in full on the respective Maturity DateDate for such Loans. (j) The Borrower authorizes the Lender to debit any account with the Lender for any payments due under the Notes. The Borrower certifies that the Borrower holds legitimate ownership of such accounts and preauthorizes this periodic debit as part of its right under said ownership.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) On any day on which the first Business Day that is on or after the sixth month anniversary sum of the Borrowing Date aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date) exceeds the Available Revolving Loan Commitment at such time, the Borrower shall prepay Revolving Loans on such day in relation an amount equal to the Delivery Date or, such excess and (ii) if requested by on each Payment Date the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date Total Revolving Loan Commitment shall be reduced and otherwise repaid as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”set forth in Section 4.02(i). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or 4.02, the Borrower shall be required to repay the Term Loan, in Dollars in equal installments on each Payment Date commencing on the Payment Date that is three months after the Delivery Date of the applicable Term Loan Vessel to which such Term Loan relates, each such installment payment being equal to 1/60th of such Term Loan with the last payment installment being in an amount necessary to repay such Term Loan in full to be made on the Maturity Date. (c) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall, (i) if the Collateral Vessel is a Term Loan Vessel, repay an aggregate principal amount of outstanding Term Loans related to that Term Loan Vessel or (ii) if the Collateral Vessel is a Revolving Loan Vessel, reduce Revolving Loan Commitments or prepay any Revolving Loans, as applicable, in an amount equal to the then aggregate outstanding Revolving Loan multiplied by a fraction, the numerator of which is the appraised value of the Revolving Loan Vessel subject to such Collateral Disposition and the denominator of which is the aggregate of the Appraised Value of all Revolving Loan Vessels then securing the Credit Facility. (d) Upon cancellation or repudiation of any Shipbuilding Contract in connection with a Term Loan Vessel, the Term Loan Commitment related to such Term Loan Vessel (calculated on a pro rata basis) shall immediately be reduced and cancelled. (e) Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d), the Borrower shall be required to immediately repay the outstanding Loans in full accordance with the requirements of Section 4.02(k) in an amount required to cure such Event of Default, provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(e) shall not be automatically terminated (without further action deemed to be a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (cf) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section 4.02, upon a Change of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery DateControl, (yi) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall be required to repay the outstanding principal amount of the Loans in full their entirety within 60 days after the date of such Change of Control and (ii) the Total Credit Facilities shall terminate. (g) If, in any applicable jurisdiction, it becomes impossible or unlawful for any Lender or its affiliates to perform any of its obligations as contemplated in relation to the Credit Facilities or to fund or maintain its participation in the Loans, such Lender’s Unutilized Commitment shall be automatically terminated (without further action of immediately reduced and cancelled and the Borrower being required)Loans attributable to such Lender shall be immediately due and payable. (dh) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) repayments of Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Loans of the relevant Revolving Loan or Term Loan with Interest Periods ending on such date of required repayment shall be have been paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (dh), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (ei) Notwithstanding anything to On the contrary contained elsewhere in this Agreement, all outstanding Loans First Reduction Date and on each of the Subsequent Reduction Dates the total amount of the Revolving Loan Facility available for drawing shall be repaid reduced by an amount calculated by amortizing the initial available amount of the Revolving Credit Facility (x) on a straight-line basis (y) over a period commencing on the Closing Date and ending on that date at which the average age of the Revolving Loan Vessels would be 17 years in full accordance with the reduction schedule as set out on Schedule VIII. The Borrower shall also make a mandatory repayment of principal on the First Reduction Date and on each Subsequent Reduction Date such that the outstanding principal amount of the Revolving Loan Facility is not in excess of the principal amount set forth on Schedule VIII on and after such First Reduction Date and each Subsequent Reduction Date as set forth on Schedule VIII. On the Maturity Date, the Revolving Loan Facility available shall be reduced to zero and the Borrower shall repay the Administrative Agent for the ratable account of the Lenders the aggregate principal amount of the Revolving Loan then outstanding. (j) Upon at least three (3) Business Days’ prior notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce (i) the Term Loan Commitments, in whole or in part prior to the Term Loan Commitment Termination Date, in integral multiples of $1,000,000 in the case of partial reductions to the Term Loan Commitments and/or (ii) the Unutilized Revolving Loan Commitment, in whole or in part prior to the Maturity Date, in integral multiples of $1,000,000 in the case of partial reductions to the Revolving Loan Commitments, provided that, in each case, such reduction shall apply proportionately to permanently reduce the Commitment, as applicable, of each Lender. Such permanent reductions of the Unutilized Revolving Loan Commitments shall be applied to scheduled reductions of the Revolving Loan Commitment set out in Schedule VIII pro rata among all scheduled amortization. (k) Mandatory prepayments made in accordance with the terms of this Section 4.02 in respect of any of the Revolving Loan or the Term Loan, as applicable, shall be applied, pro rata between such Revolving Loan or Term Loan, as the case may be, and as against any scheduled reductions of the Revolving Loan Commitment set out on Schedule VIII pro rata among all scheduled amortization and the Available Revolving Loan Commitment shall be reduced accordingly.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to Holdings, the payment of Parent or any other Loans and member of the NCLC Group (iiw) each declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in (49) respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence kind under any shareholder loan or (z) redeem, repurchase (whether by way of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (dshare buy-back program or otherwise), make such designation in defease, retire or repay any of its sole reasonable discretion with a viewCapital Stock or resolve to do so, but no obligationother than Dividends, to minimize breakage costs owing charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 2.10. 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (eit being understood and agreed that for the purposes of this Section 4.02(d)(i) Notwithstanding anything Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such Section 10.03(b) shall be permitted to be made by Holdings and that, for the contrary contained elsewhere avoidance of doubt, Holdings gives no guarantee of any kind nor (other than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date).

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (iA) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (iiB) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date for such Loans and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in eight equal semi-annual installments commencing on the first Repayment Date that is on or after April 1, 2021 and ending on the Maturity Date for the Deferred Loans (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x)(i) the Parent declares, makes or pays any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (ii) the Parent repays or distributes any dividend or share premium reserve, (iii) the Parent or the Borrower makes any payment of any kind under any shareholder loan, (iv) the Parent redeems, repurchases, defeases, retires or repays any of its Capital Stock or resolves to do so, (v) the Parent issues between April 1, 2020 and the latest Maturity Date in respect of the Deferred Loans any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Facility Agent) for the purpose of providing crisis and recovery-related capital (as contemplated in the Principles), or (vi) the Parent or any member of the NCLC Group incurs any Indebtedness for Borrowed Money, except any Indebtedness for Borrowed Money incurred (A) for the purpose of financing the payment of any scheduled pre-delivery or delivery instalment of the purchase price of a vessel to be owned by the Parent or any Subsidiary or (B) between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Lenders) for the purpose of providing crisis and recovery-related Indebtedness (as contemplated in the Principles), or in any case resolves to do so or (y) the Borrower or the Parent shall default in the due performance and observance of the Principles unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, the outstanding Loans Borrower shall be repaid required to repay Term Loans on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Payment Date in relation an amount equal to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Scheduled Term Loan Amortization Payment Amount for such Payment Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 one hundred and eighty (180) days following any Collateral Disposition constituting an Event of Loss involving the a Collateral Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans (and permanently reduce the Total Revolving Loan Commitment corresponding to any Revolving Loans repaid) in full an amount equal to the then aggregate outstanding principal amount of the Term Loans and Revolving Loan Commitments, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and the Total Commitment shall be automatically terminated (without further action denominator of which is the aggregate of the Borrower being requiredAppraised Values of all Collateral Vessels (including such affected Collateral Vessel). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.10(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay Loans (and permanently reduce the outstanding Revolving Loan Commitments for any Revolving Loans repaid) in full and accordance with the Total Commitment shall be automatically terminated (without further action requirements of the Borrower being required). (dSection 4.02(d) With respect in an amount required to each repayment cure such Event of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, Default; provided that (i) all it is understood and agreed that the requirement to repay Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.under this

Mandatory Repayments and Commitment Reductions. (a) In addition On any day on which the aggregate outstanding principal amount of all Revolving Loans (after giving effect to any all other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreementthereof on such date) exceeds the Total Revolving Loan Commitment as then in effect, the outstanding Borrower shall repay principal of Loans shall be repaid on each Repayment Date (or in an amount equal to such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”)excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or 4.02, the Borrower shall be required to repay Term Loans and reduce the Total Revolving Loan Commitment in accordance with the requirements of Section 4.02(e) on each Payment Date commencing on the first Payment Date and ending on the Maturity Date, in each case in an amount equal to the Scheduled Amortization Payment for such Payment Date. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of a any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Mortgaged Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall be required to repay an aggregate principal amount of outstanding Term Loans and reduce the Total Revolving Loan Commitment in accordance with the requirements of Section 4.02(e) in an amount equal to the greater of (x) the Attributable Loan Amount of the affected Mortgaged Vessels and (y) the sum of the then outstanding aggregate principal amount of Term Loans and the Total Revolving Loan Commitment multiplied by a fraction (A) the numerator of which is equal to the appraised value (as determined in full accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c)) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value prior to such Collateral Disposition; provided that (a) the Borrower, at its option, shall not be required to reduce the Total Commitment upon a Collateral Disposition in respect of a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) so long as (I) to the extent required by Section 4.02(a), the Borrower repays any Loans and (II) no later than 365 days after the date of such Collateral Disposition, such Mortgaged Vessel is replaced by an Acceptable Replacement Vessel pursuant to a Vessel Exchange, provided that, if such Vessel Exchange does not occur within 365 days of the date of such Collateral Disposition the Total Commitment shall be automatically terminated (without further action permanently reduced by an amount equal to the amount by which the Commitment would have been required to have been reduced as a result of the Borrower being required). Collateral Disposition of such Mortgaged Vessel, and (cb) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of without limiting anything otherwise provided for in this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower hereby acknowledges that it is obliged to comply with Section 9.09 at all times (including, without limitation, after giving effect to any commitment reduction contemplated by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being requiredforegoing Section 4.02(b)). (d) Upon the occurrence of a default under Section 9.09, the Borrower shall be required to repay Term Loans and reduce the Total Revolving Loan Commitment in accordance with the requirements of Section 4.02(e) and Section 9.09 in an amount required to cure such default, provided that it is understood and agreed that the requirement to repay Loans under this Section 4.02(d) shall not be deemed to be a waiver of any other right or remedy that any Lender may have as a result of an Event of Default under Section 9.09. (e) All prepayments of the Term Loans and reductions to the Total Revolving Loan Commitment pursuant to (i) Sections 4.02(b), (c) and (d) shall be applied (x) if on or prior to the Conversion Date, to the prepayments of Term Loans and (y) if after the Conversion Date, pro rata to the prepayments of Term Loans and to the permanent reduction of the Total Revolving Loan Commitment, (ii) Section 4.01 shall be applied, so long as no Default or Event of Default then exists or would result therefrom, at the option of the Borrower, solely to the Tranche or Tranches and the Attributable Loan Amount or Attributable Loans Amounts specified in the notice of prepayment (and in the respective amounts so specified) (although if the Borrower fails to specify how such amounts are to be applied, such amounts shall be applied as provided sub-clause (iii) without regard to this sub-clause (ii)), (iii) subject to clause (ii) above, Sections 4.01, 4.02(b), (c) and (d) shall be applied (I)(x) if on or prior to the Conversion Date, to the prepayments of Term Loans and (y) if after the Conversion Date, pro rata to the Term Loans and Revolving Loan Commitments of such Lenders and (II) pro rata to the remaining scheduled amortization installments in respect of the Attributable Loan Amount of each Mortgaged Vessel, (iv) Section 4.02(c) shall be applied to reduce the Attributable Loan Amount of the affected Collateral Vessel; provided that, to the extent that such prepayment or reduction exceeds the Attributable Loan Amount for the affected Mortgaged Vessel, the amount of such excess shall be applied pro rata to the Attributable Loan Amounts of each other Mortgaged Vessel and (v) Section 4.02(d) shall be applied pro rata to the Attributable Loan Amount of each Mortgaged Vessel. (f) With respect to each repayment of Loans under Section 4.01 or required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) repayments of Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Loans with Interest Periods ending on such date of required repayment shall be have been paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (dg), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (eg) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans of each Tranche shall be repaid in full on the Maturity Date. (h) The Term Loans repaid pursuant to Section 4.01 and this Section 4.02 may not be reborrowed.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date and ending on the Maturity Date and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 eight equal semi-annual installments commencing on either (i) the first Business Day Payment Date that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date orApril 1, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, 2021 and ending on the Maturity Date for the Deferred Loans (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x)(i) the Parent declares, makes or pays any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (ii) the Parent repays or distributes any dividend or share premium reserve, (iii) the Parent or the Borrower makes any payment of any kind under any shareholder loan, (iv) the Parent redeems, repurchases, defeases, retires or repays any of its Capital Stock or resolves to do so, (v) the Parent issues between April 1, 2020 and the latest Maturity Date in respect of the Deferred Loans any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Facility Agent) for the purpose of providing crisis and recovery-related capital (as contemplated in the Principles), or (vi) the Parent or any member of the NCLC Group incurs any Indebtedness for Borrowed Money, except any Indebtedness for Borrowed Money incurred (A) for the purpose of financing the payment of any scheduled pre-delivery or delivery instalment of the purchase price of a vessel to be owned by the Parent or any Subsidiary or (B) between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Lenders) for the purpose of providing crisis and recovery-related Indebtedness (as contemplated in the Principles), or in any case resolves to do so or (y) the Borrower or the Parent shall default in the due performance and observance of the Principles unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.104.06. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to On any other mandatory repayments pursuant to this Section 4.02 or any other Section day on which the aggregate outstanding principal amount of this AgreementLoans and the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower shall repay principal of Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Commitment as then in effect, the Borrower shall pay to the Collateral Agent on such date an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be repaid on each Repayment Date (or such other date held as may be agreed between the Facility Agent and the Borrower) (without further action security for all obligations of the Borrower being required) hereunder in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation a cash collateral account to the Delivery Date or, (ii) if requested be established by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”)Collateral Agent. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of a any Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 180 days following any Collateral Disposition constituting an Event of Loss involving the a Mortgaged Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the Business Day following the date of receipt by the Borrower, any of its Subsidiaries or the Facility Administrative Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and be required to reduce the Total Commitment shall be automatically terminated (without further action or, if during the Term-Out Period, to repay Loans) in an amount equal to the product of the Borrower being requiredTotal Commitment (or, if during the Term-Out Period, the aggregate principal amount of Loans outstanding) multiplied by a fraction (A) the numerator of which is equal to the appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 5.12 or Section 8.01(c) before giving effect to such Collateral Disposition) of the Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 5.12 or Section 8.01(c) before giving effect to such Collateral Disposition); provided that the Borrower, at its option, shall not be required to reduce the Total Commitment (or, if during the Term-Out Period, to repay Loans) upon a Collateral Disposition in respect of a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss), so long as (a) the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent or obtained by the Administrative Agent pursuant to Section 5.12 or Section 8.01(c) after giving effect to such Collateral Disposition) exceeds the product of the Total Commitment (or, if during the Term-Out Period, the aggregate principal amount of Loans outstanding) at such time multiplied by 3.25 and (b) the aggregate appraised value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 5.12 or Section 8.01 (c) after giving effect to such Collateral Disposition)) of all barge rigs which are Mortgaged Vessels does not exceed 35% of the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 5.12 or Section 8.01(c) after giving effect to such Collateral Disposition). (c) In addition to any other mandatory repayments or commitment reductions If the Borrower elects the Term-Out Option pursuant to this Section 4.02 or any other Section of this Agreementclause (e) below, but without duplication, if (x) then following the Construction Contract is terminated prior to the Delivery Maturity Date, (ythe amount of each repayment required by Section 4.02(b) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action applied to reduce the then remaining Scheduled Repayments in inverse order of the Borrower being required)maturity. (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Administrative Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.101.11. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans shall be repaid in full on the Maturity Date; provided that the Borrower may elect (the “Term-Out Option”) to repay all Loans outstanding on the Maturity Date in eight equal quarterly installments (each a “Scheduled Repayment”) beginning on the last day of the third month following the month in which the Maturity Date occurs (the “Term-Out Period”) so long as (i) not more than 90 days and not less than 30 days, prior to the Maturity Date, the Borrower provides written notice of such election to the Administrative Agent, (ii) no Default or Event of Default has occurred and is continuing as of the Maturity Date and (iii) the Borrower shall pay to the Administrative Agent, for the pro rata distribution to the Lenders, a fee equal to 0.10% multiplied by the Total Commitment as of the Effective Date (such fee to be due and payable on the Maturity Date). (f) Notwithstanding anything to the contrary contained above, all Loans shall mature on and be repaid in full on the Collateral Disposition Termination Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing as set forth under the heading “Part 1” on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, Schedule 4.02 hereto and (ii) if requested by the outstanding Deferred Loans shall be repaid on each Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower no later than five days prior to being required) (x) in the anticipated Delivery Datecase of the First Deferred Loans, such date falling less than 6 months after as set forth under the Delivery Date heading “Part 2” on Schedule 4.02 hereto and (y) in the case of the Second Deferred Loans, as set forth under the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to Holdings, the payment of Parent or any other Loans and member of the NCLC Group (iiw) each repayment declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence class of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (dits Capital Stock), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ex) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.repays or distributes

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (iA) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (iiB) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date for such Loans and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in eight equal semi-annual installments commencing on the first Repayment Date that is on or after April 1, 2021 and ending on the Maturity Date for the Deferred Loans (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x)(i) the Parent declares, makes or pays any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (ii) the Parent repays or distributes any dividend or share premium reserve, (iii) the Parent or the Borrower makes any payment of any kind under any shareholder loan, (iv) the Parent redeems, repurchases, defeases, retires or repays any of its Capital Stock or resolves to do so, (v) the Parent issues between April 1, 2020 and the latest Maturity Date in respect of the Deferred Loans any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Facility Agent) for the purpose of providing crisis and recovery-related capital (as contemplated in the Principles), or (vi) the Parent or any member of the NCLC Group incurs any Indebtedness for Borrowed Money, except any Indebtedness for Borrowed Money incurred (A) for the purpose of financing the payment of any scheduled pre-delivery or delivery instalment of the purchase price of a vessel to be owned by the Parent or any Subsidiary or (B) between April 1, 2020 and December 31, 2021 (or such later date as may, with the prior consent of Hermes, be agreed between the Parent and the Lenders) for the purpose of providing crisis and recovery-related Indebtedness (as contemplated in the Principles), or in any case resolves to do so or (y) the Borrower or the Parent shall default in the due performance and observance of the Principles unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if prior to the Second Deferred Loan Repayment Date: (i) Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such Section 10.03(b) shall be permitted to be made by Holdings and that, for the avoidance of doubt, Holdings gives no guarantee of any kind nor (other than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) any member of the NCLC Group incurs any Indebtedness for Borrowed Money (which, solely for purposes of this clause (ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group (x) which matures prior to the Second Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms which include any or all of the following (evidence of which shall be provided to the Facility Agent by the Parent) resulting, when taken as a whole, in an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents: an extension of the repayment terms; a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued on or after December 31, 2022 to support the NCLC Group with the impact of the COVID-19 pandemic, if made with the prior written consent of Hermes; (D) any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the purchase of a vessel by the Parent or any Subsidiary; (E) the extension, renewal or drawing of revolving credit facilities (subject to the prior written consent of the Hermes Agent (acting on the instructions of Hermes) if any additional Liens are granted in connection with such extension, renewal or drawing); (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by Hermes; (G) Permitted Intercompany Arrangements; (H) in the case of the Borrower, Indebtedness permitted to be incurred under Section 10.12; (I) Indebtedness incurred in the ordinary course of business which in the aggregate does not exceed USD [*] during any twelve-month period; (J) any guarantee in respect of Indebtedness for Borrowed Money (the incurrence of which is permitted under this Agreement) which would not adversely affect the position of the Secured Creditors and, where such guarantee covers the obligations of a person other than an NCLC Group member, is issued in the ordinary course of business and does not in aggregate with all such guarantees exceed USD 25,000,000; and (K) the issuance of Capital Stock by any member of the NCLC Group (other than the Borrower) to another member of the NCLC Group as permitted by Section 10.04. (iii) the Parent or any member of the NCLC Group sells, transfers, leases or otherwise disposes of any of its assets relating to the NCLC Group fleet on non-arm’s length terms; (iv) subject to Section 9.15, any Credit Party grants new Liens securing Indebtedness for Borrowed Money, except (x) Liens securing Indebtedness for Borrowed Money permitted under Section 4.02(d)(ii)(A), (B), (I) or (J), (y) any Lien granted by a Credit Party (other than in respect of the Collateral) to the extent the Secured Creditors are granted a Lien on a pari passu basis and (z) any Lien otherwise approved with the prior written consent of Hermes; (v) except as permitted by Section 4.02(d)(ii)(A) and (E) for the purposes of refinancing such Indebtedness for Borrowed Money or extending, renewing or drawing such revolving credit facility and other than Indebtedness for Borrowed Money permitted by Section 4.02(d)(ii)(B), (G) and (I), the Parent or any member of the NCLC Group prepays any Indebtedness for Borrowed Money, other than (A) to avoid an event of default under the terms of such Indebtedness for Borrowed Money, (B) any prepayment of Indebtedness for Borrowed Money incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding with the proceeds of a permitted issuance of Capital Stock or (C) to the extent such prepayment is made on a pari passu basis with the Loans; provided, that in any case above (including where permitted by Section 4.02(d)(ii)(A),(B), (E), (G) or (I)) (x) in no circumstances shall any member of the NCLC Group apply excess cash in prepayment of any Indebtedness for Borrowed Money under any ‘cash sweep’ mechanism or similar prepayment provision or in any case resolve to do so, (y) such prepayment is undertaken in the context of an active debt management plan and the financial position of the NCLC Group taken as a whole shall improve immediately following the making of any such prepayment, and (z) any repayment, extension or renewal of revolving credit facilities shall not constitute a restricted prepayment for the purposes of this paragraph (v), or (vi) the Borrower or the Parent shall default in the due performance and observance of the Principles or the Framework, unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the following shall occur: (A) the suspension of any Event of Default due to a failure to comply with the financial covenants set out in Section 10.07, Section 10.08 or Section 10.09 set forth at Section 11.03 shall cease to apply; (B) the Total Commitments relating to the Deferred Loans will be immediately cancelled; and (C) the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if prior to the Second Deferred Loan Repayment Date: (i) Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such Section 10.03(b) shall be permitted to be made by Holdings and that, for the avoidance of doubt, Holdings gives no guarantee of any kind nor (other than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) any member of the NCLC Group incurs any Indebtedness for Borrowed Money (which, solely for purposes of this clause (ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its Capital Stock, options, warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (A) any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group (x) which matures prior to the Second Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, which shall be on terms which include any or all of the following (evidence of which shall be provided to the Facility Agent by the Parent) resulting, when taken as a whole, in an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents: an extension of the repayment terms; a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued on or after December 31, 2022 to support the NCLC Group with the impact of the COVID-19 pandemic, if made with the prior written consent of Hermes; (D) any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the purchase of a vessel by the Parent or any Subsidiary; (E) the extension, renewal or drawing of revolving credit facilities (subject to the prior written consent of the Hermes Agent (acting on the instructions of Hermes) if any additional Liens are granted in connection with such extension, renewal or drawing); (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by Hermes; (G) Permitted Intercompany Arrangements; (H) in the case of the Borrower, Indebtedness permitted to be incurred under Section 10.12; (I) Indebtedness incurred in the ordinary course of business which in the aggregate does not exceed USD [*] during any twelve-month period; (J) any guarantee in respect of Indebtedness for Borrowed Money (the incurrence of which is permitted under this Agreement) which would not adversely affect the position of the Secured Creditors and, where such guarantee covers the obligations of a person other than an NCLC Group member, is issued in the ordinary course of business and does not in aggregate with all such guarantees exceed USD 25,000,000; and (K) the issuance of Capital Stock by any member of the NCLC Group (other than the Borrower) to another member of the NCLC Group as permitted by Section 10.04. (iii) the Parent or any member of the NCLC Group sells, transfers, leases or otherwise disposes of any of its assets relating to the NCLC Group fleet on non-arm’s length terms; (iv) subject to Section 9.15, any Credit Party grants new Liens securing Indebtedness for Borrowed Money, except (x) Liens securing Indebtedness for Borrowed Money permitted under Section 4.02(d)(ii)(A), (B), (I) or (J), (y) any Lien granted by a Credit Party (other than in respect of the Collateral) to the extent the Secured Creditors are granted a Lien on a pari passu basis and (z) any Lien otherwise approved with the prior written consent of Hermes; (v) except as permitted by Section 4.02(d)(ii)(A) and (E) for the purposes of refinancing such Indebtedness for Borrowed Money or extending, renewing or drawing such revolving credit facility and other than Indebtedness for Borrowed Money permitted by Section 4.02(d)(ii)(B), (G) and (I), the Parent or any member of the NCLC Group prepays any Indebtedness for Borrowed Money, other than (A) to avoid an event of default under the terms of such Indebtedness for Borrowed Money, (B) any prepayment of Indebtedness for Borrowed Money incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding with the proceeds of a permitted issuance of Capital Stock or (C) to the extent such prepayment is made on a pari passu basis with the Loans; provided, that in any case above (including where permitted by Section 4.02(d)(ii)(A),(B), (E), (G) or (I)) (x) in no circumstances shall any member of the NCLC Group apply excess cash in prepayment of any Indebtedness for Borrowed Money under any ‘cash sweep’ mechanism or similar prepayment provision or in any case resolve to do so, (y) such prepayment is undertaken in the context of an active debt management plan and the financial position of the NCLC Group taken as a whole shall improve immediately following the making of any such prepayment, and (z) any repayment, extension or renewal of revolving credit facilities shall not constitute a restricted prepayment for the purposes of this paragraph (v), or (vi) the Borrower or the Parent shall default in the due performance and observance of the Principles or the Framework, unless the circumstances giving rise to the default are, in the opinion of the Facility Agent, capable of remedy and are remedied within five days of the Facility Agent giving notice to the Parent (with a copy to the Borrower) to do so, the following shall occur: (A) the suspension of any Event of Default due to a failure to comply with the financial covenants set out in Section 10.07, Section 10.08 or Section 10.09 set forth at Section 11.03 shall cease to apply; (B) the Total Commitments relating to the Deferred Loans will be immediately cancelled; and (C) the Facility Agent may, and shall if so directed by the Required Lenders or Hermes, declare that each Deferred Loan be payable on demand on the date specified in such notice. (e) With respect to each repayment of Loans required by this Section 4.024.02 (other than in the case of Section 4.02(d)), the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.102.09. (ef) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment Commitments shall be automatically terminated (without further action of the Borrower being required). (d) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (de), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) as set forth under the heading “Part 1” on Schedule 4.02 hereto and (ii) the outstanding Deferred Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) (x) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary case of the Borrowing Date First Deferred Loans, as set forth under the heading “Part 2” on Schedule 4.02 hereto and (y) in relation to the Delivery Date orcase of the Second Deferred Loans, (ii) if requested by as set forth under the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (d), make such designation ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its sole reasonable discretion with a viewCapital Stock, but no obligationoptions, to minimize breakage costs owing pursuant to Section 2.10.warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (eA) Notwithstanding anything any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group (x) which matures prior to the contrary contained elsewhere in this AgreementSecond Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, all outstanding Loans which shall be repaid on terms which include any or all of the following (evidence of which shall be provided to the Facility Agent by the Parent) resulting, when taken as a whole, in full an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents: an extension of the repayment terms; a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued on or after December 31, 2022 to support the NCLC Group with the impact of the COVID-19 pandemic, if made with the prior written consent of Hermes; (D) any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the purchase of a vessel by the Parent or any Subsidiary; (E) the extension, renewal or drawing of revolving credit facilities (subject to the prior written consent of the Hermes Agent (acting on the Maturity Date.instructions of Hermes) if any additional Liens are granted in connection with such extension, renewal or drawing); (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by Hermes;

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, (i) the outstanding Loans (other than Deferred Loans) shall be repaid on each Repayment Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing as set forth under the heading “Part 1” on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, Schedule 4.02 hereto and (ii) if requested by the outstanding Deferred Loans shall be repaid on each Payment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower no later than five days prior to being required) (x) in the anticipated Delivery Datecase of the First Deferred Loans, such date falling less than 6 months after as set forth under the Delivery Date heading “Part 2” on Schedule 4.02 hereto and (y) in the case of the Second Deferred Loans, as set forth under the Borrower may select, and ending heading “Part 3” on the Maturity Date Schedule 4.02 hereto (each such repaymentrepayment of a Loan (including a Deferred Loan), a “Scheduled Repayment”). The repayment schedule for the Loans (other than Deferred Loans) and Deferred Loans is set forth in Schedule 4.02. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, on (i) the Business Day following the date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Loss, the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment shall be automatically terminated (without further action of the Borrower being required). (d) With respect In addition to each repayment of Loans required by any other mandatory repayments or commitment reductions pursuant to this Section 4.024.02 or any other Section of this Agreement, but without duplication, if prior to the Borrower may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that Second Deferred Loan Repayment Date: (i) all Loans with Interest Periods ending Holdings, the Parent or any other member of the NCLC Group (w) declares, makes or pays any Dividend, charge, fee or other distribution (or interest on any unpaid Dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its Capital Stock (or any class of its Capital Stock), (x) repays or distributes any dividend or share premium reserve, (y) makes any repayment of any kind under any shareholder loan or (z) redeem, repurchase (whether by way of share buy-back program or otherwise), defease, retire or repay any of its Capital Stock or resolve to do so, other than Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted pursuant to Section 10.03(b) or, in the case of the Borrower, Section 10.12(iv) (it being understood and agreed that for the purposes of this Section 4.02(d)(i) Dividends, charges, fees or other distributions (or interest on any unpaid Dividend, charge, fee or other distribution) permitted under such date of required repayment Section 10.03(b) shall be paid in full prior permitted to be made by Holdings and that, for the payment avoidance of doubt, Holdings gives no guarantee of any kind nor (other Loans and than as expressly specified in this Section 4.02(d)) undertakes any obligations under this Agreement). (ii) each repayment any member of the NCLC Group incurs any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentenceIndebtedness for Borrowed Money (which, the Facility Agent shall, subject to the preceding provisions solely for purposes of this clause (d), make such designation ii) shall include Indebtedness for Borrowed Money incurred between members of the NCLC Group notwithstanding the proviso to that definition) or issues any new shares in its sole reasonable discretion with a viewCapital Stock, but no obligationoptions, to minimize breakage costs owing pursuant to Section 2.10.warrants or other rights for the purchase, acquisition or exchange of new shares in its Capital Stock, except: (eA) Notwithstanding anything any refinancing of any bond issuance of, or loan entered into by, any member of the NCLC Group (x) which matures prior to the contrary contained elsewhere in this AgreementSecond Deferred Loan Repayment Date or (y) where not maturing prior to the Second Deferred Loan Repayment Date, all outstanding Loans which shall be repaid on terms which include any or all of the following (evidence of which shall be provided to the Facility Agent by the Parent) resulting, when taken as a whole, in full an improvement of the ability of the Credit Parties to meet their obligations under the Credit Documents: an extension of the repayment terms; a decrease in the interest rate; or the conversion of such Indebtedness from secured to unsecured or first to second priority; (B) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued between March 1, 2020 and December 31, 2022 for the purpose of providing crisis and recovery-related funding (as contemplated in the Principles and the Framework); (C) any Indebtedness for Borrowed Money or issuance of Capital Stock incurred or issued on or after December 31, 2022 to support the NCLC Group with the impact of the COVID-19 pandemic, if made with the prior written consent of Hermes; (D) any Indebtedness for Borrowed Money incurred or Capital Stock issued for the purpose of financing the payment of (x) any scheduled pre-delivery or delivery instalment of the purchase price or (y) any change order, owner-incurred costs or other similar arrangements under a construction contract, in each case relating to the purchase of a vessel by the Parent or any Subsidiary; (E) the extension, renewal or drawing of revolving credit facilities (subject to the prior written consent of the Hermes Agent (acting on the Maturity Date.instructions of Hermes) if any additional Liens are granted in connection with such extension, renewal or drawing); (F) any incurrence of new Indebtedness or issuance of Capital Stock otherwise agreed by Hermes;

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) the first Business Day that is on or after the sixth month anniversary of the Borrowing Date in relation to the Delivery Date or, (ii) if requested by the Borrower no later than five days prior to the anticipated Delivery Date, such date falling less than 6 months after the Delivery Date as the Borrower may select, and ending on the Maturity Date (each such repayment, a “Scheduled Repayment”). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or 4.02, the Borrower shall be required to repay Term Loans on each Payment Date in an amount equal to the Scheduled Term Loan Amortization Payment Amount for such Payment Date. (b) Subject to Section 4.06, in addition to any other mandatory repayments or commitment reductions required pursuant to this Section of this Agreement4.02, but without duplication, on (i) the Business Day following the date of any Collateral Disposition involving a Collateral Disposition Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 one hundred and eighty (180) days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in if such date is not a Business Day, on the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damagefollowing Business Day) and (B) the date of receipt by the Borrower, any of its Subsidiaries Subsidiary Guarantor or the Facility Administrative Agent of the insurance proceeds relating to such Event of LossLoss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower shall repay the an aggregate principal amount of outstanding Loans (and permanently reduce the Total Revolving Loan Commitment corresponding to any Revolving Loans repaid) in full an amount equal to the then aggregate outstanding principal amount of the Term Loans and Revolving Loan Commitments, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and the Total Commitment denominator of which is the Aggregate Appraised Values (which, for the avoidance of doubt, shall be automatically terminated (without further action include the Appraised Value of the Borrower being requiredsuch affected Collateral Vessel). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication, if (x) the Construction Contract is terminated prior to the Delivery Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date or (z) any of the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior to the Delivery Date, within five Business Days of Upon the occurrence of an Event of Default resulting from a breach of Section 8.07(d) and without duplication of the undertakings in such event Section, the Borrower shall be required to immediately repay Loans (and permanently reduce the outstanding Revolving Loan Commitments for any Revolving Loans repaid) in full accordance with the requirements of Section 8.07(d) in an amount required to cure such Event of Default; provided that it is understood and agreed that the Total Commitment requirement to repay Loans under this Section 4.02(c) shall not be automatically terminated (without further action deemed a waiver of the Borrower being requiredany other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach of Section 8.07(d). (d) With respect to each Each repayment of Loans and reduction of Revolving Loan Commitments required by Section 2.01(c), Section 2.09(a)(ii), this Section 4.02 or Section 8.07(d)(y) shall be allocated among the Lenders pro rata in accordance with the principal amount of the Term Loans and Revolving Loan Commitments held by such Lenders, and shall be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and the final installment amount (the “balloon” payment) of Term Loans and outstanding Revolving Loan Commitments due on the Maturity Date pro rata in accordance with the remaining outstanding principal amounts of such installments of Revolving Loan Commitments, as applicable; provided that at the Borrower’s election in connection with any prepayment of Loans pursuant to this Section 4.02, the Borrower may designate the specific Borrowing or Borrowings pursuant such prepayment shall not, so long as no Event of Default then exists, be applied to which such Loans were made, provided that (i) any Loan of a Defaulting Lender until all Loans with Interest Periods ending on such date of required repayment shall be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described Non-Defaulting Lenders have been repaid in the preceding sentence, the Facility Agent shall, subject to the preceding provisions of this clause (d), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2.10full. (e) The Term Loans repaid pursuant to this Section 4.02 may not be reborrowed. (f) Revolving Loan Commitments reduced pursuant to Section 4.02 shall be permanently reduced and Revolving Loans prepaid in connection with such permanent reduction of Revolving Loan Commitments may not be reborrowed. (g) Notwithstanding anything to the contrary contained elsewhere in this AgreementAgreement (other than the other mandatory repayments and commitment reductions required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date. (h) For the avoidance of doubt, any proceeds received by the Borrower or any Subsidiary Guarantor from a sale, sale-leaseback transaction or other disposition of a Collateral Vessel and which are not otherwise required to be prepaid in accordance with Section 4.02(b) shall be available to the Borrower or such Subsidiary Guarantor for any use permitted by the terms of this Agreement.

Mandatory Repayments and Commitment Reductions. (a) In addition to any other mandatory repayments pursuant to this Section 4.02 or any other Section of this Agreement, the outstanding Loans shall be repaid on each Repayment Date (or such other date as may be agreed between the Facility Agent and the Borrower) (without further action of the Borrower being required) in 24 equal semi-annual installments commencing on either (i) On any day on which the first Business Day that is on or after the sixth month anniversary sum of the Borrowing Date aggregate outstanding principal amount of the Revolving Loans made by the Non-Defaulting Banks and the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in relation to the Delivery Date oreffect, the (ii) if requested On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower no later than five days prior shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (iii) On any day on which Holdings or any of its Subsidiaries receives Net Sale Proceeds not required to be applied as a mandatory prepayment of Term Loans pursuant to the anticipated Delivery Dateoperation of clauses (i) and (ii) of the first proviso to Section 4.02(e) or required to be applied as a mandatory repayment of the Bridge Financing, such date falling less than 6 months after Net Sale Proceeds shall be applied to pay outstanding principal of Revolving Loans to the Delivery Date as the Borrower may select, and ending on the Maturity Date (each extent of such repayment, a “Scheduled Repayment”outstandings in accordance with Section 4.02(i). (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 or any other Section of this Agreement, but without duplication4.02, on (i) the Business Day following the each date of a Collateral Disposition (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 150 days following any Collateral Disposition constituting an Event of Loss involving the Vessel (or, in the case of an Event of Loss which is a constructive or compromised or arranged total loss of the Vessel, if earlier, 180 days after the date of the event giving rise to such damage) and (B) the date of receipt by the Borrower, any of its Subsidiaries or the Facility Agent of the insurance proceeds relating to such Event of Lossset forth below, the Borrower shall be required to repay that principal amount of Term Loans, to the outstanding extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i), a "Scheduled Repayment"): Scheduled Repayment Date Amount ------------------------ ------ Quarterly Payment Date in September 1997 $0 Quarterly Payment Date in December 1997 $0 Quarterly Payment Date in March 1998 $0 Quarterly Payment Date in June 1998 $0 Quarterly Payment Date in September 1998 $10,000,000 Quarterly Payment Date in December 1998 $10,000,000 Quarterly Payment Date in March 1999 $10,000,000 Quarterly Payment Date in June 1999 $10,000,000 -25- 33 Quarterly Payment Date in September 1999 $15,000,000 Quarterly Payment Date in December 1999 $15,000,000 Quarterly Payment Date in March 2000 $15,000,000 Quarterly Payment Date in June 2000 $15,000,000 Quarterly Payment Date in September 2000 $15,000,000 Quarterly Payment Date in December 2000 $15,000,000 Quarterly Payment Date in March 2001 $15,000,000 Quarterly Payment Date in June 2001 $15,000,000 Quarterly Payment Date in September 2001 $15,000,000 Quarterly Payment Date in December 2001 $15,000,000 Quarterly Payment Date in March 2002 $15,000,000 Quarterly Payment Date in June 2002 $15,000,000 Quarterly Payment Date in September 2002 $20,000,000 Quarterly Payment Date in December 2002 $20,000,000 Quarterly Payment Date in March 2003 $20,000,000 Quarterly Payment Date in June 2003 $20,000,000 Quarterly Payment Date in September 2003 $25,000,000 Quarterly Payment Date in December 2003 $25,000,000 Quarterly Payment Date in March 2004 $25,000,000 Maturity Date $25,000,000 ; provided that in the event the aggregate principal amount of Term Loans in full and incurred at the time that the Total Term Loan Commitment is terminated in accordance with Section 3.03(b) is less than $400,000,000, an amount equal to such deficiency shall be automatically terminated (without further action applied to reduce the Scheduled Repayments pro rata based on the then remaining principal amount of the Borrower being required)each such Scheduled Repayment. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02 4.02, on each date after the Second Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any sale or issuance of its equity (other Section than (i) proceeds received from the issuance of this Agreement, but without duplication, if shares of Holdings Common Stock as a result of the exercise of options issued (x) the Construction Contract is terminated prior pursuant to the Delivery Dinetz Employment Contract or the agreements granting certain options to Ms. ▇▇▇▇▇▇▇ ▇▇▇▇▇-Kirk, Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Mr. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Mr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Mr. ▇▇▇▇ ▇. ▇▇▇▇▇▇ as in effect on the Second Restatement Effective Date, (y) the Vessel has not been delivered to the Borrower by the Yard pursuant to the Construction Contract by the Commitment Termination Date Employee Stock Option Plan or (z) as a result of any re- issuance of Holdings Common Stock to new employees pursuant to, and as permitted by Section 9.03(iii)(B)(z) to the extent that the aggregate proceeds (after deduction of amounts used to purchase Holdings Common Stock in the case of reissuances of the type described in Section 9.03(iii)(B)(z) excluded pursuant to this clause (i)) do not exceed $2,500,000 in any fiscal year of Holdings and (ii) proceeds received from any Permitted Issuance), an amount equal to 100% of the cash proceeds of the respective sale or issuance (net of all reasonable costs associated therewith, including, without limitation, all due diligence costs and expenses paid for, or reimbursed by, Holdings and/or any of its Subsidiaries, underwriting or similar fees, discounts and commissions, attorneys' fees and expenses paid for, or reimbursed by, Holdings and/or any of its Subsidiaries and other direct costs associated therewith) not otherwise applied to make mandatory prepayments of outstandings under the events described in Sections 11.05, 11.10 or 11.11 shall occur in respect of the Yard at any time prior Bridge Financing permitted pursuant to the Delivery Date, within five Business Days of the occurrence of such event the Borrower shall repay the outstanding Loans in full and the Total Commitment Section 9.11 shall be automatically terminated applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (without further action of the Borrower being requiredi). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Second Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Second Restatement Effective Date), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of all reasonable costs associated therewith, including, without limitation, all due diligence costs and expenses paid for, or reimbursed by, Holdings and/or any of its Subsidiaries, any underwriting or similar fees, discounts and commissions, attorneys' fees and expenses paid for, or reimbursed by, Holdings and/or any of its Subsidiaries, all financing and/or commitment fees and other direct costs associated therewith) not otherwise applied to make Dividends permitted pursuant to Section 9.03(xi) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Second Restatement Effective Date upon which Holdings or any of its Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held thereby, but excluding sales of assets to the extent permitted by Sections 9.02(ii), (v), (vi), (vii), (ix), (xi), (xii), (xiii), (xv), (xvi) and (xvii)); an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i), provided, that so long as no Default or Event of Default then exists, and subject to the operation of Section 4.02(a)(iii), (i) (x) if such Net Sale Proceeds are received on or prior to March 31, 1998 and the Leverage Ratio on the date of receipt thereof is less than 7.00:1.00 or (y) (f) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (i). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Second Restatement Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i), provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $2,500,000, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Managing Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 180 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $2,500,000, (b) the Borrower has delivered to the Managing Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(g) in the form described in clause (x) above and also certifying the sufficiency of business interruption insurance as required by succeeding clause (c), and (c) the Borrower has delivered to the Managing Agent such evidence as the Managing Agent may reasonably request in form and substance satisfactory to the Managing Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will be receiving regular payments thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount and not just the portion in excess of $2,500,000 shall be deposited with the Managing Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Managing Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Managing Agent), provided further, that at any time while an Event of Default has occurred and is continuing (other than an Event of Default existing solely as a result of the violation of any or all of Sections 9.08, 9.09 and 9.10, but in each case only if, and to the extent, that the violation of said covenant has occurred as a result of the underlying event giving rise to the Recovery Event), the Required Banks may direct the Managing Agent (in which case the Managing Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Amended and Restated Borrower Security Agreement, and, provided further, that if all or any portion of such proceeds not required to be applied as a mandatory repayment and/or commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used within 180 days after the date of receipt of proceeds from the respective Recovery Event or (B) if committed to be used within 180 days after the date of receipt of proceeds from the respective Recovery Event and not so used within 360 days after the date of receipt of proceeds from the respective Recovery Event, then, in either case, such remaining portion not used or committed to be used in the case of the preceding clause (A) and not used in the case of preceding clause (B), shall be applied on the date which is 180 days following the date of receipt of proceeds from the respective Recovery Event in the case of clause (A) above, or the date which is 360 days after the date of receipt of proceeds from the respective Recovery Event in the case of clause (B) above as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 4.02(h) and (i). (h) Each amount required to be applied to repay Term Loans (i) pursuant to Section 4.02(f) and (g) shall be applied to reduce the then remaining Scheduled Repayments pro rata based upon the then remaining number of Scheduled Repayments after giving effect to all prior reductions thereto (ie., each then remaining Scheduled Repayment shall be reduced by an amount equal to the aggregate amount to be applied to the Term Loans divided by the then remaining Scheduled Repayments); provided that if the amount to be applied to any Scheduled Repayment would exceed the then remaining amount of such Scheduled Repayment, then an amount equal to such excess shall be applied to reduce the other then remaining Scheduled Repayments, after giving effect to all prior reductions thereto (including the amount of prepayments theretofore allocated pursuant to the preceding portion of this sentence), pro rata based upon the then remaining number of Scheduled Repayments in the manner described above and (ii) pursuant to Sections 4.02(c) through (e) shall be applied to reduce the then remaining Scheduled Repayments in inverse order of maturity based upon the then remaining number of Scheduled Repayments after giving effect to all prior reductions thereto. (i) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Loans were made, provided that that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (x) in the case of Term Loans, $2,000,000, and (y) in the case of Revolving Loans, $1,000,000, such Borrowing shall be paid in full prior to converted at the payment end of any other Loans the then current Interest Period into a Borrowing of Base Rate Loans; and (iiiii) each repayment of any Loans comprising made pursuant to a Borrowing shall be applied pro rata among the Banks which made such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Facility Managing Agent shall, subject to the preceding provisions of this clause (d)above, make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 4.02, if at any time the mandatory prepayment of Term Loans pursuant to Sections 4.02(c) through (g) or Revolving Loans pursuant to Section 2.10. (e4.02(a)(iii) Notwithstanding anything above would result, after giving effect to the contrary contained elsewhere procedures set forth above, in this Agreement, all outstanding the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans shall be repaid in full being prepaid other than on the Maturity Date.last day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), then the Borrower may in its sole discretion initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Managing Agent (which deposit must be equal in amount to the amount of Affected Eurodollar Loans not immediately prepaid) to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Managing Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loans that are Eurodo