Common use of Provision of Financial Statements Clause in Contracts

Provision of Financial Statements. The Guarantor will send to the Agent: (a) as soon as practicable, but in no event later than 120 days after the end of each financial year of the Guarantor beginning with the year ending 31 December 2008, the audited consolidated accounts of the Guarantor and its subsidiaries; (b) as soon as practicable, but in no event later than 60 days after the end of each quarter in each financial year of the Guarantor beginning with the year ending 31 December 2008, unaudited consolidated accounts of the Guarantor and its subsidiaries certified as to their correctness by the chief financial officer of the Guarantor; (c) such projections (in such format as may be approved by the Agent) as may be required under the terms of the proviso to Clause 11.15 (b) for the purposes of applying the Financial Covenants set out in Clause 11.15 at the end of the First Financial Quarter (as defined in Clause 11.16); (d) as soon as practicable (and in any event within forty-five (45) days of the end of the following month) a copy of the unaudited consolidated quarterly management accounts (including current and year-to-date profit and loss statements and balance sheet compared to the previous year and to budget) of the Guarantor; (e) a compliance certificate in the form set out in Schedule 1 to this Guarantee or in such other form as the Agent may reasonably require (each a “Compliance Certificate”) at the same time as there is delivered to the Agent, and together with, each set of audited consolidated accounts under paragraph (a) and the set of unaudited consolidated accounts under paragraph (b) which constitute those for the First Financial Quarter, duly signed by the chief financial officer of the Guarantor and certifying whether or not the requirements of Clause 11.15 are then complied with; and (f) such additional financial or other relevant information regarding the Guarantor and the Oceania Cruises Group as the Agent may reasonably request.

Provision of Financial Statements. The Guarantor will send to the Agent: (a) as soon as practicable, but in no event later than 120 days after the end of each financial year of the Guarantor beginning with the year ending 31 December 20082014, the audited consolidated accounts of the Guarantor and its subsidiaries; (b) as soon as practicable, but in no event later than 60 days after the end of each quarter in each financial year of the Guarantor beginning with the year ending 31 December 2008, unaudited consolidated accounts of the Guarantor and its subsidiaries certified as to their correctness by the chief financial officer of the Guarantor[reserved]; (c) such projections (in such format as may be approved by the Agent) as may be required under the terms of the proviso to Clause 11.15 (b) for the purposes of applying the Financial Covenants set out in Clause 11.15 at the end of the First Financial Quarter (as defined in Clause 11.16)[reserved]; (d) as soon as practicable (and in any event within forty-five (45) days of the end of the following monthcontemplated quarter in respect of the first three quarters of each fiscal year and 90 days in respect of the final quarter) a copy of the unaudited consolidated quarterly management accounts (including current and year-to-year to date profit and loss statements and balance sheet compared to the previous year and to budget) of the GuarantorGuarantor certified as to their correctness by the chief financial officer of the Guarantor (it being understood that the delivery by the Guarantor of quarterly or annual reports as filed with the Securities and Exchange Commission in respect of the Guarantor and its consolidated subsidiaries shall satisfy all the requirements of this paragraph (d)); (e) a compliance certificate in the form set out in Schedule 1 to this Guarantee or in such other form as the Agent may reasonably require (each a “"Compliance Certificate”") at the same time as there is delivered to the Agent, and together with, each set of unaudited consolidated quarterly management accounts under paragraph (d) and, if applicable, audited consolidated accounts under paragraph (a) and the set of unaudited consolidated accounts under paragraph (b) which constitute those for the First Financial Quarter), duly signed by the chief financial officer of the Guarantor and certifying whether or not the requirements of Clause 11.15 are then complied with; and; (f) such additional financial or other relevant information regarding the Guarantor and the Oceania Cruises Group as the Agent may reasonably request.; and (i) As soon as practicable (and in any event within 120 days after the close of each fiscal year), commencing with the fiscal year ending December 31, 2014, annual cash flow projections on a consolidated basis of the Group showing on a monthly basis advance ticket sales (for at least 12 months following the date of such statement) for the Group; (ii) As soon as practicable (and in any event not later than January 31 of each fiscal year): (x) a budget for the Group for such new fiscal year including a 12 month liquidity budget for such new fiscal year; (y) updated financial projections of the Group for at least the next five years (including an income statement, balance sheet statement and cash flow statement and quarterly break downs for the first of those five years); and (z) an outline of the assumptions supporting such budget and financial projections including but without limitation any scheduled drydockings;

Provision of Financial Statements. The Guarantor will send to the Agent: (a) as soon as practicable, but in no event later than 120 days after the end of each financial year of the Guarantor beginning with the year ending 31 December 2008, the audited consolidated accounts of the Guarantor and its subsidiaries; (b) as soon as practicable, but in no event later than 60 days after the end of each quarter in each financial year of the Guarantor beginning with the year ending 31 December 2008, unaudited consolidated accounts of the Guarantor and its subsidiaries certified as to their correctness by the chief financial officer of the Guarantor; (c) such projections (in such format as may be approved by the Agent) as may be required under the terms of the proviso to Clause 11.15 (b) for the purposes of applying the Financial Covenants set out in Clause 11.15 at the end of the First Financial Quarter (as defined in Clause 11.16); (d) as soon as practicable (and in any event within forty-five (45) days of the end of the following month) a copy of the unaudited consolidated quarterly management accounts (including current and year-to-date profit and loss statements and balance sheet compared to the previous year and to budget) of the Guarantor; (e) a compliance certificate in the form set out in Schedule 1 to this Guarantee or in such other form as the Agent may reasonably require (each a “Compliance Certificate”) at the same time as there is delivered to the Agent, and together with, each set of audited consolidated accounts under paragraph (a) and the set of unaudited consolidated accounts under paragraph (b) which constitute those for the First Financial Quarter, duly signed by the chief financial officer of the Guarantor and certifying whether or not the requirements of Clause 11.15 are then complied with; and (f) such additional financial or other relevant information regarding the Guarantor and the Oceania Cruises Group as the Agent may reasonably request.

Provision of Financial Statements. The Guarantor will send or procure there are sent to the AgentLender: (a) as soon as practicablepossible, but in no event later than 120 180 days after the end of each financial year of the Borrowers and the Guarantor beginning with (in the year ending 31 December 2008case of the management accounts or, if available, the audited financial statements for the Borrowers commencing with the financial year ending on 31 December 2008 and in the case of the audited consolidated accounts financial statements of the Guarantor commencing with the financial year ending on 31 December 2007), (i) the management accounts or, if available, the audited financial statements in respect of the Borrowers and (ii) the audited consolidated financial statements of the Guarantor for that financial year and such other financial information (including information as to its subsidiaries;financial condition, commitments and operations) in connection with the Guarantor as the Lender may reasonably require; and (b) as soon as practicablepossible, but in no event later than 60 10 days after the end of each quarter calendar month, a cash flow statement in each financial year respect of the Guarantor beginning with showing the year ending 31 December 2008, unaudited consolidated accounts income received and the expenditure of the Guarantor and its subsidiaries certified as to their correctness by in the chief financial officer of the Guarantorprevious calendar month.”; (c1) such projections (in such format as may be approved by the Agentdeleting clause 11.11(b) as may be required under the terms of the proviso to Clause 11.15 Corporate Guarantee and replacing it with the following: “(b) pay any dividend or make any other form of distribution or effect any form of redemption or return of share capital Provided that the Guarantor may in any financial year pay a dividend or make any other form of distribution which does not exceed in aggregate 50 per cent, of the Net Income for the purposes such financial year subject to (i) no Event of applying the Financial Covenants set out in Clause 11.15 Default having occurred which is continuing at the end relevant time or resulting from the payment of a dividend or the First Financial Quarter making of any other form of distribution and (as defined in Clause 11.16)ii) any dividend during the Waiver Period being made by way of issue of shares only; or”; (m) by adding the words “(other than any reconstruction or reorganisation which may occur in connection with a Spin Off” after the word “kind)” in the second line of clause 11.11 (d) as soon as practicable (and in any event within forty-five (45) days of the end of the following month) a copy of the unaudited consolidated quarterly management accounts (including current and year-to-date profit and loss statements and balance sheet compared to the previous year and to budget) of the GuarantorCorporate Guarantee; (n) by adding the following new sub-paragraph (e) a compliance certificate in the form set out in Schedule 1 to this Guarantee or in such other form as the Agent may reasonably require (each a “Compliance Certificate”) at the same time as there is delivered to the Agent, and together with, each set of audited consolidated accounts under paragraph (a) and the set of unaudited consolidated accounts under paragraph (b) which constitute those for the First Financial Quarter, duly signed by the chief financial officer clause 11.11 of the Guarantor and certifying whether or not the requirements of Clause 11.15 are then complied with; and (f) such additional financial or other relevant information regarding the Guarantor and the Oceania Cruises Group as the Agent may reasonably request.Corporate Guarantee:

Provision of Financial Statements. The Guarantor Borrower will send to the Agent: (a) as soon as practicablepossible, but in no event later than 120 180 days after the end of each financial year of Financial Year the Guarantor beginning with the year ending 31 December 2008, the consolidated audited consolidated annual accounts of the Guarantor and its subsidiaries;Borrower including each Owner for that Financial Year (commencing with the accounts for the Financial Year ending on 31 December 2013); and (b) as soon as practicablepossible, but in no event later than 60 days after the end of each quarter 6-month period ending on 30 June and 31 December in each Financial Year the semi-annual consolidated unaudited financial year statements in respect of the Guarantor beginning Borrower including each Owner for that 6-month period (commencing with the year accounts for the 6-month period ending 31 December 2008on 30 June 2014), unaudited consolidated accounts of the Guarantor and its subsidiaries duly certified as to their correctness by the chief financial officer a duly authorised representative of the GuarantorBorrower; (c) such projections (as soon as possible a certificate setting out a comprehensive calculation showing inter alia the consolidated calculation in such format as may be approved by relation to the Agent) as may be required under Borrower and the terms Owners of the proviso Free Cash Flows, the applicable Navios Preferred Return, any Return Shortfalls and the Distributable Cash Flow, duly certified as to Clause 11.15 (b) for their correctness by a duly authorised representative of the purposes of applying the Financial Covenants Borrower and certifying compliance with all liquidity requirements and any other restrictions on distributions set out in Clause 11.15 at the end of the First Financial Quarter (as defined in Clause 11.16)Senior Loan Agreements; (d) as soon as practicable possible: (i) but in no event later than 30 days before the commencement of each Financial Year of the Borrower, a consolidated annual budget for the Ships but split between the tankers and the containers prepared on the basis of the operation of equivalent vessels by other affiliates of the Navios Lenders with sufficient information about each type of Ship as is reasonably required by the Agent and the Agent shall have 15 Business Days from receipt of the budget from the Borrower in which to raise any objection to the budget and reasonably request an amendment to the proposed budget; (ii) but in no event within forty-five (45) later than the 45 days of after the end of the following month) a copy each Financial Year of the unaudited consolidated quarterly management accounts (including current and year-to-date profit and loss statements and balance sheet compared to Borrower a comparison of the results versus the planned budget for the previous year and to budgetFinancial Year; and (iii) but in no event later than 30 days before the commencement of each Financial Year of the Guarantor;Borrower, a liquidity forecast for the Borrower and either each Owner or each type of Ship; and (e) notification no later than 30 days after becoming aware of the same, if and when the aggregate of any costs and expenses actual incurred are likely to exceed the budget provided pursuant to 10.6 (d) above for a compliance certificate in particular type of Ship (either tankers or containers) by an aggregate amount of more than ten (10) per cent. for such type of Ships and an updated budget for such type of Ships for the form set out in Schedule 1 remainder of the relevant budget year, together with an explanation of and evidence why the actual costs and expenses have exceeded or are likely to this Guarantee or in such other form as exceed the budget if requested by the Agent may reasonably require (each a “Compliance Certificate”) at the same time as there is delivered to the Agent, and together with, each set of audited consolidated accounts under paragraph (a) and the set of unaudited consolidated accounts under paragraph (b) which constitute those for the First Financial Quarter, duly signed by the chief financial officer of the Guarantor and certifying whether or not the requirements of Clause 11.15 are then complied withacting reasonably); and (f) promptly after each request by the Agent, such additional further financial or other relevant information regarding in respect of the Guarantor Borrower, each Ship, the Owners, the other Security Parties and the Oceania Cruises Group as the Agent may reasonably requestGroup.

Provision of Financial Statements. The Guarantor will send to the AgentSecurity Trustee: (a) as soon as practicablepossible, but in no event later than 120 days 3 (three) months after the end of each financial year of the Guarantor, the consolidated balance sheet of Guarantor beginning with as of the last day of such financial year ending 31 December 2008, and the audited consolidated accounts statements of the income and cash flows of Guarantor and its subsidiariesfor such financial year; (b) as soon as practicablepossible, but in no event later than 60 45 days after following the end of each quarter of the first three (3) financial quarters in each financial year of the Guarantor, an unaudited quarterly consolidated balance sheet of Guarantor beginning with the year ending 31 December 2008, unaudited consolidated accounts as of the last day of such financial quarter and the unaudited quarterly consolidated statements of income and cash flows of Guarantor and its subsidiaries for such financial quarter certified as to their correctness by the chief financial officer of the GuarantorGuarantor as fairly presenting, in all material respects, the financial condition of the Guarantor and its subsidiaries at the date of those accounts and of their profit for the period to which those accounts relate (subject to year end audit adjustments); (c) such projections (if requested, on a monthly basis, a report in such format as may be approved by the Agent) as may be required under the terms of the proviso to Clause 11.15 (b) for the purposes of applying the Financial Covenants set out in Clause 11.15 at the end of the First Financial Quarter (as defined in Clause 11.16); (d) as soon as practicable (and in any event within forty-five (45) days of the end of the following month) a copy of the unaudited consolidated quarterly management accounts (including current and year-to-date profit and loss statements and balance sheet compared form satisfactory to the previous year Agent and to budget) of the Guarantor; (e) a compliance certificate in the form set out in Schedule 1 to this Guarantee or in such other form as the Agent may reasonably require (each a “Compliance Certificate”) at the same time as there is delivered to the Agent, and together with, each set of audited consolidated accounts under paragraph (a) and the set of unaudited consolidated accounts under paragraph (b) which constitute those for the First Financial Quarter, duly signed by the chief financial officer of the Guarantor detailing exposures between forward freight agreements, cargo contracts and certifying whether vessels on time charter in relation to vessels owned by the Guarantor or not any of its subsidiaries; (d) together with the requirements accounts referred to in paragraphs (a) and (b), a compliance certificate signed by the chief financial officer of the Guarantor evidencing compliance with the financial covenants in Clause 11.15 are then complied with11.21 (and semi-annually to include the Fair Market Value of the Ships as reflected in the most recent valuations) in the form attached as Schedule 1 (or in such other format as the Agent may, with the authorisation of the Majority Lenders, approve); and (fe) in intervals to be agreed, such additional other financial or other relevant information regarding the Guarantor and the Oceania Cruises Group as the Agent may reasonably request, in a form acceptable to the Agent.