Waiver of defence. The subordination and priority provisions in this deed will not be affected by any act, omission or circumstance which (but for this provision) may operate to release or otherwise exonerate the Mezzanine Finance Parties, the Subordinated Lenders, and/or the Obligors from their obligations under this deed or otherwise affect those subordination and priority provisions, including:- (a) any time or indulgence granted to or composition with any Obligor or any other person; (b) the taking, amendment, compromise, renewal or release of or refusal to enforce any rights, remedies or securities against or granted by any Obligor or other Group Company or any other person; (c) any legal limitation, disability, incapacity or other circumstance relating to any Obligor or any other person or any amendment to the terms of this deed or any other document or security (including the Finance Documents and the Subordinated Documents); or (d) any fluctuation in or partial repayment or prepayment of the Senior Debt or the Mezzanine Debt.

Waiver of defence. The subordination and priority provisions in this Agreement will not be affected by any act, omission or circumstance which (but for this provision) may operate to release or otherwise exonerate the Intra-Group Debtor and the Intra-Group Creditor from their obligations under this Agreement or otherwise affect such subordination and priority provisions including: (a) any time or indulgence granted to or composition with the Intra-Group Debtor or any other person; or (b) the taking, amendment, compromise, renewal or release of or refusal to enforce any rights, remedies or securities against or granted by any person; or (c) any legal limitation, disability, incapacity or other circumstances relating to the Intra-Group Creditor, Intra-Group Debtor or any other person or any amendment to the terms of this Agreement or any other document or security (including the Facilities Agreement); or (d) any fluctuation in or partial repayment or prepayment of the Debt.

Waiver of defence. 7.1 The subordination hereby effected and the obligations of the Subordinated Creditors hereunder shall not be affected by: (a) any act, omission or circumstances which but for this provision might operate to release or otherwise exonerate the relevant Debtor or Subordinated Creditors from their obligations hereunder or affect such obligations or such subordination including, without limitation, and whether or not known to that Debtor, the Subordinated Creditors or any Secured Party; (b) any time or indulgence granted to, or composition made with, any of the Debtors or any other person; (c) the giving of, or failure to give, notice to the Subordinated Creditors, the Debtor or to any other person or the timing of the giving of any such notice; (d) the taking, variation (no matter how fundamental or extensive), compromise, renewal or release of, or refusal or neglect to perfect or enforce, any rights, remedies or securities against or granted by any of the Debtors or any other person; or (e) any legal limitation, disability, incapacity or other circumstances relating to any of the Debtors or any other person or any amendment to or variation of the terms of any loan agreement, or any document relating to the Senior Debt or any other agreement made between the Secured Parties and any of the Debtors.

Waiver of defence. The obligations of each Subordinated Creditor and the Borrower under this Deed will not be affected by any act, omission or circumstance which (save for this provision) may operate so as to release or otherwise exonerate the Borrower or such Subordinated Creditor from their respective obligations hereunder or otherwise affect such subordination provisions including: (a) any time, indulgence or waiver granted to or composition made with the Borrower, any Subordinated Creditor or any other person; (b) any variation of any Senior Finance Document; (c) the taking, variation, compromise, renewal or release of or failure to enforce any rights, remedies or security against or granted by the Borrower, any Subordinated Creditor or any other person; (d) any legal limitation, disability, incapacity or other circumstance relating to the Borrower, any Subordinated Creditor or any other person or any variation of the terms of this Deed or any other document (including the Senior Finance Documents); or (e) any fluctuation in or partial repayment or pre-payment of the Senior Liabilities or the Subordinated Obligations.

Waiver of defence. The subordination provisions in this Agreement will not be affected by any act, omission or circumstance which (save for this provision) may operate so as to release or otherwise exonerate any Obligor or the Junior Lender from their respective obligations hereunder or otherwise affect such subordination provisions including: (i) any time, indulgence or waiver granted to or composition made with any Obligor or any other person; (ii) the taking, variation, compromise, renewal or release of or failure to enforce any rights, remedies or security against or granted by any Obligor or any other person; (iii) any legal limitation, disability, incapacity or other circumstance relating to any Obligor or any other person or any variation of the terms of this Agreement or any other document (including the other Finance Documents); (iv) any fluctuation in or partial repayment or pre-payment of the Senior Obligations; (v) any unenforceability, illegality or invalidity of any obligations of any Obligor or liens in respect of the Senior Obligations or any other instrument or lien; or (vi) any amendment to any Finance Document.

Waiver of defence. The obligations of each Subordinated Creditor and each Company under this Deed will not be affected by any act, omission or circumstance which (save for this provision) may operate so as to release or otherwise exonerate such Company or such Subordinated Creditor from their respective obligations hereunder or otherwise affect such subordination provisions including: (a) any time, indulgence or waiver granted to or composition made with either Company, any Subordinated Creditor or any other person; (b) any variation of any Senior Finance Document; (c) the taking, variation, compromise, renewal or release of or failure to enforce any rights, remedies or security against or granted by either Company, any Subordinated Creditor or any other person; (d) any legal limitation, disability, incapacity or other circumstance relating to either Company, any Subordinated Creditor or any other person or any variation of the terms of this Deed or any other document (including the Senior Finance Documents); or (e) any fluctuation in or partial repayment or pre-payment of the Senior Liabilities or the Subordinated Obligations.

Related to Waiver of defence

Waiver of defences The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this 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, any Obligor or other person; (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the 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, 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 an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of 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; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings.
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 Defaults By a written notice, the Purchaser may waive any default by the Company in the performance of its obligations hereunder and its consequences. Upon any waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.
Waiver of Moral Rights Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor’s benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term “
Waiver of Demand Demand, presentment, protest and notice of nonpayment are hereby waived by Borrower. Borrower also waives, to the extent permitted by law, the benefit of all valuation, appraisal and exemption laws.
Waiver of Liens To the maximum extent permitted by law, Contractor waives, and shall require its suppliers and subcontractors of any tier to waive, all liens and claims, and the right to file and enforce or otherwise assert any liens and claims, against GRTC’s facilities or any other GRTC property (real or personal) in connection with the Goods delivered and Services performed hereunder.
Waiver of Default Upon the happening of any default hereunder: (a) the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or (b) the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor; provided that no delay or omission of the Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.
Waiver of Suretyship Defenses Each Guarantor agrees that the Credit Parties may, at any time and from time to time, and without notice to the Guarantors, make any agreement with the Borrower or with any other person or entity liable on any of the Guaranteed Obligations, for the extension, renewal, payment, compromise, discharge, or release of the Guaranteed Obligations, or for any modification or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligations, all without in any way impairing, releasing, discharging, or otherwise affecting the obligations of any Guarantor under this Guaranty. Each Guarantor waives any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever of the liability of the Borrower, or any claim that any Guarantor’s obligations exceed or are more burdensome than those of the Borrower and waives the benefit of any statute of limitations affecting the liability of any Guarantor hereunder. Each Guarantor waives any right to enforce any remedy which such Guarantor now has or may hereafter have against the Borrower and waives any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent for the benefit of the Credit Parties. Further, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
Waiver of Immunity To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
Waiver of Steps The parties may mutually agree to waive any step of the grievance procedure.

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