Common use of Amendments; Headings; Severability Clause in Contracts

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Borrowers, the BorrowerGuarantors, the Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.. [Remainder of page intentionally left blank]

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Guarantors, the Borrower, the Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This First Incremental Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent Incremental Lenders party hereto and the Lenders party heretoAdministrative Agent. The Section headings used herein are for convenience of reference only, are not part of this First Incremental Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20First Incremental Amendment. Any provision of this First Incremental Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This First Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Borrowers or Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this First Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20First Amendment. Any provision of this First Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-good- faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 Number 4 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders party heretoLenders. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 Number 4 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Number 4. Any provision of this Amendment No. 20 Number 4 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Borrowers, the BorrowerGuarantors, the Administrative Agent Agent, the Swing Line Lender and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.. [Remainder of page intentionally left blank]

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Borrowers, the BorrowerGuarantors, the Administrative Agent and the Incremental Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 DDTL Joinder Number 1 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders party heretoLenders. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 DDTL Joinder Number 1 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20DDTL Joinder Number 1. Any provision of this Amendment No. 20 DDTL Joinder Number 1 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by HoldingsCarnival plc, the Lead Borrower, the Subsidiary Guarantors, the Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Guarantors, the Borrower, the Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.. [Signature Pages Follow]

Amendments; Headings; Severability. This Amendment No. 20 Number 3 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders party heretoLenders. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 Number 3 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Number 3. Any provision of this Amendment No. 20 Number 3 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 Number 7 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders party heretoLenders. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 Number 7 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Number 7. Any provision of this Amendment No. 20 Number 7 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Borrowers, the Borrower, Guarantor and the Administrative Agent and (with any consent of the Lenders party heretorequired pursuant to the Loan Agreement). The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Agreement. Any provision of this Amendment No. 20 Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.. 8. Execution

Amendments; Headings; Severability. This Amendment No. 20 DDTL Joinder Number 2 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the BorrowerBorrowers, the Administrative Agent and the Lenders party heretoLenders. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 DDTL Joinder Number 2 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20DDTL Joinder Number 2. Any provision of this Amendment No. 20 DDTL Joinder Number 2 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 3 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 3 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 203. Any provision of this Amendment No. 20 3 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by HoldingsCarnival plc, the Lead Borrower, the Subsidiary Guarantors, the Administrative Agent and the Lenders party hereto. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdingsthe Borrowers, the BorrowerGuarantors, the Administrative Agent and the Extending Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Amendment. Any provision of this Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This First Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Borrowers or Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this First Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20First Amendment. Any provision of this First Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Amendments; Headings; Severability. This Second Amendment No. 20 may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrower, the Borrowers or Administrative Agent and the Lenders party hereto. The Section headings used herein are for convenience of reference only, are not part of this Second Amendment No. 20 and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment No. 20Second Amendment. Any provision of this Second Amendment No. 20 held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.