Common use of Waiver of defences Clause in Contracts

Waiver of defences. The provisions of this Deed will not be affected by an act, omission, matter or thing which, but for this Clause 8.6, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the Debtor or other person; (b) the release of the Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.622.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.6‎‎23.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent Consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of each Guarantor under this Deed Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause 8.621, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including Clause 21 (without limitation and whether or not known to it or any Finance Party):) including: (a) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b) the release of the Debtor any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupGroup Company; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or , including pursuant to Clause 7.2 (Extension of Termination Date)), restatement (in each case, case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt any Finance Document or any other document or security, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of this Deed each Chargor under the Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.6Clause, would reduce, release or prejudice any of its obligations under the subordination and priorities expressed to be created by this Deed including Transaction Security (without limitation and whether or not known to any Party):it or the Lender) including without limitation: (aA) any time, waiver or consent granted to, or composition with, the Debtor any Chargor or other person; (bB) the release of the Debtor any other Chargor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Groupother person; (cC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Chargor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (dD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor a Chargor or any other person; (eE) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security; (fF) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hG) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.624.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of of, or dissolution or change in in, the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors or the Operating Facility Lenders in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of each Guarantor under this Deed Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 8.623, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including (without limitation and Clause 23 ( whether or not known to it or any Finance Party):) including: (a) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b) the release of the Debtor any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupGroup Company; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or , including pursuant to Clause 9.2 (Extension of Termination Date)), restatement (in each case, case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt any Finance Document or any other document or security, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of each Guarantor under this Deed Schedule 4 will not be affected by an act, omission, matter or thing which, but for this Clause 8.6Schedule 4, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including Schedule 4 (without limitation and whether or not known to it or any Interim Finance Party):) including: (a) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b) the release of the Debtor any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupGroup Company; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt an Interim Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Interim Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Interim Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.610.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the Debtor Borrower or other person; (b) the release of the Debtor Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupBorrower; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor Borrower or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Subordinated Debt Document, a Senior Finance Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Subordinated Debt Document, any Senior Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors Senior Liabilities in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. Each Chargor shall be deemed to be a principal debtor, and not only a surety. The provisions obligations of each Chargor under this Deed will Debenture shall not be affected by an any act, omission, matter omission or thing which, but for this Clause 8.6provision, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including Debenture (without limitation and whether or not known to it or any Party):Secured Creditor). This includes: (a) any time, time or waiver or consent granted to, or composition with, the Debtor or other any person; (b) the any release of the Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Grouparrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor or other person or any person; (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (de) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor or other any person; (ef) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Senior Finance Document or any other document or securitysecurity or of the Secured Obligations; (fg) any unenforceability, illegality illegality, invalidity or invalidity non-provability of any obligation of any person under any Debt Senior Finance Document or any other document or security; (g) any intermediate Payment of any security or of the obligation Secured Obligations or liabilities owed the failure by any member of the Debtor Group to the Primary Creditors in whole enter into or in partbe bound by any Senior Finance Document; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.626.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.623.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Senior Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of the Guarantor under this Deed will not be affected by an any act, omission, matter or thing which, but for this Clause 8.63.2, would reduce, release or prejudice the subordination and priorities expressed to be created by any of his obligations under this Deed including (without limitation and whether or not known to him or any Party):Beneficiary) including: (a) any time, waiver or consent granted to, or composition with, the Debtor Subscriber or other personKR 1875; (b) the release of the Debtor Subscriber or any other person KR 1875 under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupSubscriber or KR 1875; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor Subscriber or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor Subscriber or other personKR 1875; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document the Agreement or any other document or securitythe KR 1875 Suretyship; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document the Agreement, guarantee or any other document agreement, guarantee or security;; or (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedingsproceedings relating to the Subscriber or KR 1875.

Waiver of defences. The provisions obligations of each Guarantor under this Deed Section 13 will not be affected by an act, omission, matter or thing which, but for this Clause 8.6Section 13, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including Section 13 (without limitation and whether or not known to it or any Credit Party): ) including (a) any time, waiver or consent granted to, or composition with, the Debtor any Credit Party or other person; Person, (b) the release of the Debtor any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; Credit Party or Subsidiary, (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Credit Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; security, (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor a Credit Party or any other person; , (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Credit Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Credit Document or other document or security; , (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Credit Document or any other document or security; , or (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of the Guarantor under this Deed will not be affected by an act, omission, matter or thing which, but for this Clause 8.6Deed, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including (without limitation and whether or not known to any Party):it or the Security Agent) including: (a) any time, waiver or consent granted to, or composition with, the Debtor Borrower or any other person; (b) the release of the Debtor Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Groupcreditor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor Borrower or any other person person, or any non-presentation or non-observance of any formality or other requirement in respect of any instrument instrument, or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor Borrower or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or extension, restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.6clause 18.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.624.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Senior Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.614.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupDebtor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Transaction Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.619.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b) the release of the Debtor any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group;Obligor, (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor any Obligor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of a Guarantor under this Deed will not be affected by an any act, omission, matter or thing which, but for this Clause 8.64, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including (without limitation and whether or not known to any it or a Finance Party):) including: (a) 4.4.1 any time, waiver or consent granted to, or composition with, the Debtor an Obligor or other person; (b) 4.4.2 the release of the Debtor an Obligor or any other person under the terms of any composition or arrangement with any creditor of an Obligor or any member of the NCLC Groupother person; (c) 4.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor an Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) 4.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e) 4.4.5 any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental fundamental, whether or not more onerous and of whatsoever nature, and whether or not more onerous) or replacement of a Debt any Loan Document any other agreement, guarantee or security including without limitation, any change of the purpose of, any extension or an increase in any security or the addition or any new facility, credit or financial accommodation being provided or any other document or security; (f) 4.4.6 any failure to take, or fully to take, any security contemplated by a Loan Document or otherwise agreed to be taken in respect of an Obligor’s obligations under the Loan Document; 4.4.7 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of an Obligor’s Obligations; or 4.4.8 any unenforceability, illegality or invalidity of any obligation of any person under any Debt Loan Document or any other document agreement, guarantee or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) 4.4.9 any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of a Guarantor under this Deed will not be affected by an any act, omission, matter or thing which, but for this Clause 8.64, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including (without limitation and whether or not known to any it or a Finance Party):) including: (a) 4.4.1 any time, waiver or consent granted to, or composition with, the Debtor an Obligor or other person; (b) 4.4.2 the release of the Debtor an Obligor or any other person under the terms of any composition or arrangement with any creditor of an Obligor or any member of the NCLC Groupother person; (c) 4.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor an Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) 4.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e) 4.4.5 any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental fundamental, whether or not more onerous and of whatsoever nature, and whether or not more onerous) or replacement of a Debt any Loan Document any other agreement, guarantee or security including without limitation, any change of the purpose of, any extension or an increase in any security or the addition or any new facility, credit or financial accommodation being provided or any other document or security; (f) 4.4.6 any failure to take, or fully to take, any security contemplated by a Loan Document or otherwise agreed to be taken in respect of an Obligor's obligations under the Loan Document; 4.4.7 any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of an Obligor's Obligations; or 4.4.8 any unenforceability, illegality or invalidity of any obligation of any person under any Debt Loan Document or any other document agreement, guarantee or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) 4.4.9 any insolvency or similar proceedings.

Waiver of defences. ‌ The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.626.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, assignment and transfer by way of assumption of contract, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Senior Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.618.4, would reduce, release or prejudice the subordination ranking of liabilities and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (aA) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (bB) the release of the Debtor any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupObligor; (cC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security Security over assets of, the Debtor any Obligor or other person or any non-non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (dD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor any Obligor or other person; (eE) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or securitySecurity; (fF) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or securitySecurity; (gG) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (hH) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.625.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.618.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (aA) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (bB) the release of the Debtor any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupObligor; (cC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (dD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor any Obligor or other person; (eE) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security; (fF) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (gG) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (hH) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of the Guarantor under this Deed Clause 18 will not be affected by an any act, omission, matter or thing which, but for this Clause 8.6Clause, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including Clause 18 (without limitation and whether or not known to it or any Finance Party):) including: (a) 18.4.1 any time, waiver or consent granted to, or composition with, the Debtor Borrower or other person; (b) 18.4.2 the release of the Debtor Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Groupan Obligor; (c) 18.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) 18.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor Borrower or any other person; (e) 18.4.5 any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security; (f) 18.4.6 any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (h) 18.4.7 any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of each Guarantor under this Deed clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause 8.6clause 19, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including clause 19 (without limitation and whether or not known to it or any Finance Party):) including: (a1) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b2) the release of the Debtor any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c3) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d4) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e5) any amendment, novation, supplement, extension (whether of maturity or otherwise) or extension, restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; (6) any unenforceability, illegality, invalidity suspension or cancellation of any obligation of any person under this Agreement or any other Finance Document or any other document or security; (f7) any unenforceabilityinsolvency, illegality liquidation, winding-up, business rescue or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in partsimilar proceedings; or (h) 8) this Agreement or any insolvency other Finance Document not being executed by or similar proceedingsbinding against any other Guarantor or any other party.

Waiver of defences. The provisions obligations of this Deed each Guarantor under the Guarantee will not be affected by an any act, omission, matter or thing which, but for this Clause 8.6the Guarantee, would reduce, release or prejudice any of its obligations under the subordination and priorities expressed to be created by this Deed including Guarantee (without limitation and whether or not known to it or any Finance Party):) including: (a) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b) the release of the Debtor any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security Security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise realize the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor any Obligor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or securitySecurity; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of the Guarantor un der this Deed will not be affected by an act, omission, matter or thing which, but for this Clause 8.6Deed, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including (without limitation and whether or not known to any Party):it or the Security Agent) including: (a) any time, waiver or consent granted to, or composition with, the Debtor Borrower or any other person; (b) the release of the Debtor Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Groupcreditor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor Borrower, any other surety or any other person person, or any non-presentation or non-observance of any formality or other requirement in respect of any instrument instrument, or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor Borrower, the Guarantor, the Security Agent or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or ), restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Guarantee or Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.624.3, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions obligations of each Guarantor under this Deed Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause 8.6Clause, would reduce, release or prejudice the subordination and priorities expressed to be created by any of its obligations under this Deed including Clause 17 (without limitation and whether or not known to it or any Finance Party):) including: (a) any time, waiver or consent granted to, or composition with, the Debtor any Obligor or other person; (b) the release of the Debtor any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC GroupGroup Company; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Debtor any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Securitysecurity; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Debtor an Obligor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Finance Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Finance Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor to the Primary Creditors in whole or in part; or (hg) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement or any Guarantee or Transaction Security will not be affected by an act, omission, matter or thing which, but for this Clause 8.625.2, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors in whole or in part; or (h) any insolvency or similar proceedings.

Waiver of defences. The provisions of this Deed Agreement will not be affected by an act, omission, matter or thing which, but for this Clause 8.624.4, would reduce, release or prejudice the subordination and priorities expressed to be created by this Deed Agreement including (without limitation and whether or not known to any Party): (a) any time, waiver or consent granted to, or composition with, the any Debtor or other person; (b) the release of the any Debtor or any other person under the terms of any composition or arrangement with any creditor of any member of the NCLC Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the any Debtor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the any Debtor or other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Debt Document or any other document or security; (g) any intermediate Payment of any of the obligation or liabilities owed by the Debtor Liabilities owing to the Primary Creditors or the Operating Facility Lenders in whole or in part; or (h) any insolvency or similar proceedings.