Common use of Limitation on the Italian Guarantor’s Liability Clause in Contracts

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything to the contrary in this Indenture, the obligations of the Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of (i) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the net assets of the Italian Guarantor, and (ii) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (other than such Italian Guarantor and its Subsidiaries) directly or indirectly with the proceeds of the Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 12.4, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture Agreement shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the NotesAdvances, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil codeCivil Code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of under this Indenture Agreement shall not exceed, at any given time, the lower of (i) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the net assets of the Italian Guarantor$1,310,753,769, and (ii) an amount equal to, at the time demand following amount: (1) the ratio between the net book value of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries vessels owned by the Issuers or their Subsidiaries (other than such Italian Guarantor and its Subsidiariessubject to mortgage to secure the indebtedness raised pursuant to the Secured Debt (which shall indicate, collectively (A) directly or indirectly with the proceeds 2026 Second-Priority Secured Notes, (B) the 2027 Second-Priority Secured Notes, (C) the 2028 First-Priority Secured Notes, (D) the Existing Term Loan Facility, (E) this Agreement, and (F) the 2029 First-Priority Secured Notes ((A, (B), (C), (D), (E) and (F), collectively, the “Secured Debt”), divided by the net book value of all vessels owned by the Lead Borrower and the guarantors under the Secured Debt (including the Italian Guarantor) and subject to mortgage to secure the indebtedness raised pursuant to the Secured Debt, multiplied by (2) the amounts issued/drawn down and not repaid yet under the Secured Debt, the Existing Unsecured Notes and the Convertible Notes; and. 152 (dc) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.0210.04, pursuant to Article 1938 of the Italian civil code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of (i) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the net assets of the Italian Guarantor$500,000,000, and (ii) an amount equal to, at the time demand following amount: (1) the ratio between the net book value of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries vessels owned by the Issuers or their Subsidiaries (other than such Italian Guarantor and its Subsidiariessubject to mortgage to secure the indebtedness raised pursuant to the Secured Debt (which shall indicate, collectively, (A) directly or indirectly with the proceeds 2026 Second-Priority Secured Notes, (B) the 2027 Second-Priority Secured Notes, (C) the 2028 First-Priority Secured Notes, (D) the Existing Term Loan Facility and (E) the Notes ((A), (B), (C), (D) and (E), collectively, the “Secured Debt”)), divided by the net book value of all vessels owned by the Issuer and the Guarantors (including the Italian Guarantor) under the Secured Debt and subject to mortgage to secure the indebtedness raised pursuant to the Secured Debt, multiplied by (2) the amounts issued/drawn down and not repaid yet under the Secured Debt, the Existing Unsecured Notes and the Convertible Notes; and (dc) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 13.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceedwithout prejudice to Section 13.04, at any timeand pursuant to Article 1938 of the Italian Civil Code, the maximum amount permitted that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable);Notes shall not exceed $522 million. (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code13.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between the value of payment to such vessels owned by the Italian Guarantor is madeand subject to mortgage to secure the First Priority Secured Notes, the net assets EIB Facility, the Existing Term Loan Facility and the Existing Secured Notes, as resulting by the latest available appraisals divided by the value of all vessels owned by the Carnival Group (including the Italian Guarantor) and subject to mortgage to secure the First Priority Secured Notes, the EIB Facility, the Existing Term Loan Facility and the Existing Secured Notes, as resulting by latest available appraisals multiplied by (ii) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (other than such Italian Guarantor Notes and its Subsidiaries) directly or indirectly with amounts issued/drawn down and not repaid yet under the proceeds of First Priority Secured Notes, the EIB Facility, the Existing Term Loan Facility, the Existing Secured Notes, the Existing Unsecured Notes and the Existing Convertible Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceedwithout prejudice to Section 10.04, at any timeand pursuant to Article 1938 of the Italian Civil Code, the maximum amount permitted that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable)Notes shall not exceed $3,500,000,000; (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code10.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between the value of payment to such vessels owned by the Italian Guarantor is madeand subject to mortgage to secure the Existing First-Priority Secured Notes, the net assets Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by the latest available appraisals divided by the value of all vessels owned by the Carnival Group (including the Italian Guarantor) and subject to mortgage to secure the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by latest available appraisals multiplied by (ii) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (other than such Italian Guarantor Notes and its Subsidiaries) directly or indirectly with amounts issued/drawn down and not repaid yet under the proceeds of Notes and the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility, the EIB Facility and the 2026 Unsecured Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.0210.04, and pursuant to Article 1938 of the Italian civil codeCivil Code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the Notes shall not exceed $2,450,000,000; (c) without prejudice to Section 10.04, the maximum amount that the Italian Guarantor may be required to pay in respect of this Indenture its obligations as Guarantor under the Notes shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between (x) the value of payment to such vessels owned by the Italian Guarantor is madeand subject to mortgage to secure the Notes, the net assets other Pari Passu Obligations and the Existing Second-Priority Secured Notes, as resulting by the latest available appraisal, divided by (y) the value of all vessels owned by the Issuer and the Guarantors (including the Italian Guarantor) and subject to mortgage to secure the Notes, the other Pari Passu Obligations and the Existing Second-Priority Secured Notes, as resulting by the latest available appraisal, multiplied by (ii) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (Notes and amounts issued/drawn down and not repaid yet under the Notes, the other than such Italian Guarantor Pari Passu Obligations, the Existing Second-Priority Secured Notes, the 2026 Unsecured Notes and its Subsidiaries) directly or indirectly with the proceeds of the 2027 Unsecured Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 13.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.0213.04, and pursuant to Article 1938 of the Italian civil codeCivil Code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the First Priority Secured Notes, the EIB Facility, the Existing Secured Notes and this Indenture shall not exceed $6,000.0 million. (c) without prejudice to Section 13.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the First Priority Secured Notes, the EIB Facility, the Existing Secured Notes and this Indenture shall not exceed, at any given time, the lower following amount: the value of (i) an amount equal to, at vessels owned by the time demand of payment to such Italian Guarantor is madeand subject to mortgage to secure the First Priority Secured Notes, the net assets EIB Facility and the Existing Secured Notes, as resulting by latest available appraisals divided by the value of vessels owned by the Carnival Group (including the Italian Guarantor, ) and (ii) an amount equal to, at subject to mortgage to secure the time demand of payment to such Italian Guarantor is madeFirst Priority Secured Notes, the aggregate EIB Facility and the Existing Secured Notes, based on the latest available appraisals multiplied by the outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (other than such Italian Guarantor Notes plus amounts drawn down/issued and its Subsidiaries) directly or indirectly with not repaid yet under the proceeds of First Priority Secured Notes, the EIB Facility and the Existing Secured Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceedwithout prejudice to Section 10.04, at any timeand pursuant to Article 1938 of the Italian Civil Code, the maximum amount permitted that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable)Notes shall not exceed $2,000,000,000; (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code10.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between the value of payment to such vessels owned by the Italian Guarantor is madeand subject to mortgage to secure the Existing First-Priority Secured Notes, the net assets Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by the latest available appraisals divided by the value of all vessels owned by the Carnival Group (including the Italian Guarantor) and subject to mortgage to secure the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by latest available appraisals multiplied by (ii) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (other than such Italian Guarantor Notes and its Subsidiaries) directly or indirectly with amounts issued/drawn down and not repaid yet under the proceeds of Notes and the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility, the EIB Facility, the 2026 Unsecured Notes and the 2027 Unsecured Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 13.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceedwithout prejudice to Section 13.04, at any timeand pursuant to Article 1938 of the Italian Civil Code, the maximum amount permitted that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the provisions Notes shall not exceed $1,000,000,000 (as automatically increased by the aggregate principal amount of law n. 108/1996 or breach Notes, if any, purchased by the terms of Article 1283 initial purchasers of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, Notes pursuant to the extent applicable);option granted to them in the Purchase Agreement. (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code13.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between the value of payment to such vessels owned by the Italian Guarantor and subject to mortgage to secure the Company’s indebtedness that is madesecured by a security interest in the Collateral on a first-priority or second-priority basis (the “Carnival Secured Indebtedness”) and the Company’s indebtedness under the Existing Term Loan Facility and the EIB Facility (together with the Existing Term Loan Facility and the Carnival Secured Indebtedness, the net assets “Secured Indebtedness”), as resulting by the latest available appraisal, divided by the value of all vessels owned by the Company and the Guarantors (including the Italian Guarantor) and subject to mortgage to secure the Secured Indebtedness, as resulting by the latest available appraisal multiplied by (ii) the sum of (x) the outstanding amount of the Notes and the Senior Priority Notes, and (iiy) an amount equal to, at the time demand of payment to such Italian Guarantor is madeamounts issued/drawn down and not repaid yet under the Secured Indebtedness, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by 2023 Convertible Notes, the Issuers or their Subsidiaries (other than such Italian Guarantor 2024 Convertible Notes and its Subsidiaries) directly or indirectly with the proceeds of the Existing Unsecured Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 12.4, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture Agreement shall be subject to the following limitations:: 156 (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the NotesAdvances, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil codeCivil Code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of under this Indenture Agreement shall not exceed, at any given time, the lower of (i) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the net assets of the Italian Guarantor$1,310,753,769, and (ii) an amount equal to, at the time demand following amount: (1) the ratio between the net book value of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries vessels owned by the Issuers or their Subsidiaries (other than such Italian Guarantor and its Subsidiariessubject to mortgage to secure the indebtedness raised pursuant to the Secured Debt (which shall indicate, collectively (A) the 2026 Second-Priority Secured Notes, (B) the 2027 Second-Priority Secured Notes, (C) the 2028 First-Priority Secured Notes, (DB) the Existing Term Loan Facility, (EC) this Agreement (before the 2024 Repricing Amendment), and (FD) the 2029 First-Priority Secured Notes ((A), (B), (C), and (D), (E) and (F), collectively, the “Secured Debt”), divided by the net book value of all vessels owned by the Lead Borrower and the guarantors under the Secured Debt (including the Italian Guarantor) and subject to mortgage to secure the indebtedness raised pursuant to the Secured Debt, multiplied by (2) the amounts issued/drawn down and not repaid yet under the Secured Debt, the Existing Unsecured Notes and the Convertible Notes. (c) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015. In the case of Collateral and/or Guarantees securing the 2024 Repricing Advances: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the 2024 Repricing Advances, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly with controlling it), including any related costs and expenses; (ii) a subscription for any shares in the proceeds Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) pursuant to Article 1938 of the Italian Civil Code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under this Agreement shall not exceed, at any given time, the lower of (i) $1,000,923,115.74, and (ii) the following amount: (1) the ratio between the net book value of the vessels owned by the Italian Guarantor and subject to mortgage to secure the indebtedness raised pursuant to the Secured Debt (which shall indicate, collectively (A) the 2028 First-Priority Secured Notes; and, (B) the Existing Term Loan Facility, (C) this Agreement (as amended pursuant to the 2024 Repricing Amendment), and (D) the 2029 First-Priority Secured Notes ((A), (B), (C) and (D), collectively, the “Secured Debt”), divided by the net book value of all vessels owned by the Lead Borrower and the guarantors under the Secured Debt (including the Italian Guarantor) and subject to mortgage to secure the indebtedness raised pursuant to the Secured Debt, multiplied by (2) the amounts issued/drawn down and not repaid yet under the Secured Debt, the Existing Unsecured Notes and the Convertible Notes. (dc) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceedwithout prejudice to Section 10.04, at any timeand pursuant to Article 1938 of the Italian Civil Code, the maximum amount permitted that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable)Notes shall not exceed $2,030,000,000; (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code10.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between the value of payment to such vessels owned by the Italian Guarantor is madeand subject to mortgage to secure the Existing First-Priority Secured Notes, the net assets Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by the latest available appraisals divided by the value of all vessels owned by the Carnival Group (including the Italian Guarantor) and subject to mortgage to secure the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by latest available appraisals multiplied by (ii) an amount equal to, at the time demand sum of payment to such Italian Guarantor is made, (x) the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries Notes and (other than such Italian Guarantor y) amounts issued/drawn down and its Subsidiaries) directly or indirectly with not repaid yet under the proceeds of Notes and the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility, the EIB Facility and the Existing Unsecured Notes; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.. ARTICLE ELEVEN [RESERVED]

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceedwithout prejudice to Section 10.04, at any timeand pursuant to Article 1938 of the Italian Civil Code, the maximum amount permitted that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor under the provisions Notes shall not exceed the sum of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable)i) $1,450,000,000 and (ii) €500,000,000; (c) without prejudice to Section 12.02, pursuant to Article 1938 of the Italian civil code10.04, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of this Indenture shall not exceed, at any given time, the lower of following amount: (i) an amount equal to, at the time demand ratio between the value of payment to such vessels owned by the Italian Guarantor is madeand subject to mortgage to secure the Existing First-Priority Secured Notes, the net assets Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by latest available appraisals divided by the value of all vessels owned by the Carnival Group (including the Italian Guarantor) and subject to mortgage to secure the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility, as resulting by latest available appraisals multiplied by (ii) an amount equal to, at the time demand of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries by the Issuers or their Subsidiaries (other than such Italian Guarantor Notes and its Subsidiaries) directly or indirectly with amounts issued/drawn down and not repaid yet under the proceeds of Notes and the Existing First-Priority Secured Notes, the Existing Second-Priority Secured Notes, the Existing Term Loan Facility and the EIB Facility; and (d) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.

Limitation on the Italian Guarantor’s Liability. Notwithstanding anything Without prejudice to the contrary in this IndentureSection 10.04, the obligations of the Italian Guarantor organized under the laws of Italy (the “Italian Guarantor”) under this Indenture shall be subject to the following limitations: (a) obligations of the Italian Guarantor shall not include, and shall not extend, directly or indirectly, to any indebtedness incurred by any obligor as borrower or as a guarantor in respect of any proceeds of the issuance of the Notes, the purpose or actual use of which is, directly or indirectly: (i) the acquisition of the Italian Guarantor (and/or of any entity directly or indirectly controlling it), including any related costs and expenses; (ii) a subscription for any shares in the Italian Guarantor (and/or any entity directly or indirectly controlling it), including any related costs and expenses; or (iii) the refinancing thereof; (b) exceed, at any time, the maximum amount permitted under the provisions of law n. 108/1996 or breach the terms of Article 1283 of the Italian Civil Code or any other mandatory law or regulation on usury practices or capitalization of interests (in each case, to the extent applicable); (c) without prejudice to Section 12.0210.04, pursuant to Article 1938 of the Italian civil code, the maximum amount that the Italian Guarantor may be required to pay in respect of its obligations as Guarantor in respect of under this Indenture shall not exceed, at any given time, the lower of (i) an the principal amount equal to, at the time demand of payment to such Italian Guarantor is made, the net assets of the Italian GuarantorNotes on the Issue Date, and (ii) an amount equal to, at the time demand following amount: (1) the ratio between the net book value of payment to such Italian Guarantor is made, the aggregate outstanding amount of all loans or advances made to such Italian Guarantor or any of its direct or indirect Subsidiaries vessels owned by the Issuers or their Subsidiaries (other than such Italian Guarantor and its Subsidiariessubject to mortgage to secure the indebtedness raised pursuant to the Secured Debt (which shall indicate, collectively, (A) directly or indirectly with the proceeds 2028 First-Priority Secured Notes, (B) the 2029 First-Priority Secured Notes and (C) the Existing Term Loan Facility ((A), (B) and (C), collectively, the “Secured Debt”)), divided by the net book value of all vessels owned by the Issuer and the Guarantors under the Secured Debt (including the Italian Guarantor) and subject to mortgage to secure the indebtedness raised pursuant to the Secured Debt, multiplied by (2) the amounts issued/drawn down and not repaid yet under the Secured Debt, the Existing Unsecured Notes, the 2028 Priority Notes and the Convertible Notes; and (dc) obligations of the Italian Guarantor shall not extend to the payment obligations of other entities which do not belong to the Italian Guarantor’s corporate group (gruppo di appartenenza) in the meaning of articles 1(e) of the decree of the Italian Ministry of Economy and Finance No. 53 of April 2, 2015.