Waiver of Defenses. The Guarantor hereby waives any and all defenses to the performance by the Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:
(1) any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to the Lender,
(2) any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents, any change in the time, manner or place of payment of, or in any other tern in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document,
(3) any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,
(4) any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,
(5) any subordination of any or all of the Guaranteed Obligations,
(6) any act or omission of the Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,
(7) any manner of application of any funds received by the Lender to Guaranteed Obligations or any other obligations owed to the Lender, whether from the sale or disposition of any assets securing the Guaranteed Obligations, from another guarantor of the Guaranteed Obligations or otherwise, and
(8) any failure to give or provide any notices, demands or protests, including those specified under Section 8 herein, entitled "Waiver of Notices".
Waiver of Defenses. The Contributor hereby unconditionally and irrevocably waives and relinquishes, to the maximum extent permitted by applicable Governmental Rules, all rights or remedies accorded by applicable Governmental Rules to sureties or guarantors and agrees not to assert or take advantage of any such right or remedies, including:
(a) any right to require any Secured Party to proceed against the Company or any other Person or to proceed against or exhaust any security held by any Secured Party at any time or to pursue any other remedy in any Secured Party’s power before proceeding against the Contributor to enforce the provisions of this Agreement;
(b) any defense that may arise by reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Company, Pledgor or any other Person or the failure of any Secured Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of the Company, Pledgor or any other Person;
(c) demand, presentment, protest and notice of any kind (other than any notice expressly contemplated herein or in the Note Purchase Agreement), creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Company, Pledgor or any Secured Party, any endorser or creditor of the foregoing or on the part of any other Person under any Credit Document;
(d) any defense based upon an election of remedies by the Secured Parties, including an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the Contributor, the right of the Contributor to proceed against the Company, Pledgor or another Person for reimbursement, or both;
(e) any defense based on any offset against any amounts which may be owed by any Person to the Contributor, the Company or Pledgor or for any reason whatsoever;
(f) any defense based upon any Governmental Rule which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;
(g) any defense based on any failure to act, delay or omission whatsoever on the part of the Company, Pledgor or the Contributor or the failure by the Company, Pledgor or the Contributor to do any act or thing or to observe or perform any covenant, condition or agreement to be observed or performed by it under the Credit Documents;
(h) any defense, setoff or coun...
Waiver of Defenses. The obligations of the Guarantor under this Section 15 will not be affected by an act, omission, matter or thing which, but for this Section 15, would reduce, release or prejudice any of its obligations under this Section 15 (without limitation and whether or not known to it or any Lender Creditor) including:
(i) any time, waiver or consent granted to, or composition with, any Credit Party or other person;
(ii) the release of 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;
(iii) 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, 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 realize the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Credit Party or any other person;
(v) any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a 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;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or security; or
(vii) any insolvency or similar proceedings.
Waiver of Defenses. THE CREDIT PARTIES WAIVE EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE CREDIT PARTIES MAY HAVE AS OF THE DATE HEREOF TO ANY ACTION BY LENDER IN ENFORCING THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE CREDIT PARTIES WAIVE ANY IMPLIED COVENANT OF GOOD FAITH AND RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS OF THE DATE OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO BORROWER.
Waiver of Defenses. The obligations of the Sponsor under this Agreement shall not be affected by any act, circumstance, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Agreement or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Sponsor or Debenture Trustee):
(a) any time, indulgence or waiver granted to, or composition with, the Issuer, the Sponsor or any other Person;
(b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights or remedies against, or security over assets of, the Issuer, the Sponsor or any other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;
(c) any legal limitation, disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of the Issuer, the Sponsor or any other Person;
(d) any variation (however fundamental and whether or not involving an increase in liability of the Issuer, the Sponsor or other person) or replacement of a Transaction Document or any other document or security so that references to that Transaction Document in this Agreement shall include each variation or replacement;
(e) any unenforceability, illegality, invalidity or frustration of any obligation of any person under any Transaction Document or any other document or security or any failure of the Issuer or the Sponsor to become bound by the terms of any Transaction Document; or
(f) any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Issuer or the Sponsor under a Transaction Document resulting from any insolvency, liquidation or dissolution proceeding or from any law, regulation or order; so that each such obligation shall, for purposes of the Sponsor's obligations under this Agreement, remain in full force and be construed as if there were no such act, circumstance, variation, omission, matter or thing.
Waiver of Defenses. DEBTOR WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH DEBTOR MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY SECURED PARTY IN ENFORCING THIS SECURITY AGREEMENT. PROVIDED SECURED PARTY ACTS IN GOOD FAITH, DEBTOR RATIFIES AND CONFIRMS WHATEVER SECURED PARTY MAY DO PURSUANT TO THE TERMS OF THIS SECURITY AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURED PARTY GRANTING ANY FINANCIAL ACCOMMODATION TO DEBTOR.
Waiver of Defenses. Each of the Borrowers hereby waives and agrees not to assert or take advantage of any defense based upon:
(a) any statute of limitations and any action hereunder or for the collection of the Notes or for the payment and performance of any of the Obligations;
(b) any incapacity, lack of authority, death or disability of the other Borrower, any Guarantor or any other Person;
(c) any failure of the Banks or Agent to commence an action against the other Borrower, any Guarantor or any other Person or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of the other Borrower, any Guarantor or any other Person, whether or not demand is made upon the Banks or Agent to file or enforce such claim;
(d) any failure of the Banks or Agent to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan;
(e) any failure on the part of the Banks or Agent to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, or any failure on the part of the Banks or Agent to disclose to the Borrowers any facts any of them may now or hereafter know regarding the Borrowers, any Guarantors, their respective assets, or such other parties, whether such facts materially increase the risks to Borrowers or not;
(f) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Obligations or any notice of acceleration of the Obligations;
(g) any lack of acceptance or notice of acceptance of this Agreement by Banks or Agent;
(h) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents;
(i) any lack of notice of disposition or of manner of disposition of any assets of any Person;
(j) except as specifically required in the Loan Documents, any lack of other notices to which the Borrowers, or either of them, might otherwise be entitled;
(k) failure to properly record any document or any other lack of due diligence by the Banks or Agent in creating or perfecting a security interest in ...
Waiver of Defenses. Except as otherwise provided in this Note, you are not responsible or liable to me for the quality, safety, legality, or any other aspect of any property or services purchased with the proceeds of the loan. If I have a dispute with any person from whom I have purchased such property or services, I agree to settle the dispute directly with that person.
Waiver of Defenses. GRANTOR WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH GRANTOR MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY SECURED PARTY IN ENFORCING THIS SECURITY AGREEMENT. PROVIDED SECURED PARTY ACTS IN GOOD FAITH, GRANTOR RATIFIES AND CONFIRMS WHATEVER SECURED PARTY MAY DO PURSUANT TO THE TERMS OF THIS SECURITY AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SECURED PARTY GRANTING ANY FINANCIAL ACCOMMODATION TO GRANTOR.
Waiver of Defenses. To the fullest extent permitted by applicable law, Financial Security agrees not to assert, and hereby waives, for the benefit of each Holder, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to Financial Security to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy.
