Common use of Waiver of defences Clause in Contracts

Waiver of defences. Neither the obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) including: (a) any time, waiver, release or consent granted to, or composition with, the User or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against the User, the Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (g) any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guarantee.

Waiver of defences. Neither the The liabilities and obligations of the a Guarantor nor the rights and remedies of the Guaranteed Party shall not be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) includingimpaired by: (a) this Agreement being or later becoming void, unenforceable or illegal as regards the other Guarantor; (b) any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with the other Guarantor; (c) any Lender or the Security Agent releasing the other Guarantor or any Security created by a Finance Document; or (d) any time, waiver, release waiver or consent granted to, or composition with, with the User other Guarantor or any other person; (be) the release of the User other Guarantor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (cf) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the other Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fg) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User other Guarantor or any other person; (gh) any amendment, novation, supplement, extension, restatementrestatement (however fundamental, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous) or replacement of a 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; (hi) any unenforceability, illegality or invalidity of any obligation of or any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;security; or (j) the default any insolvency or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the obligations The provisions of the Guarantor nor the rights and remedies of the Guaranteed Party shall this Agreement will not be affected by any an act, omission, matter or thing which, but for this Clause 6‎28.4 (Waiver of defences), would reduce, release or prejudice any of the Guarantor’s obligations subordination and priorities expressed to be created by this Agreement including (without limitation and whether or not known to the Guarantor or the Guaranteed any Party) including:): (a) any time, waiver, release waiver or consent Consent granted to, or composition with, the User any Debtor, any Security Grantor or any other person; (b) the release of the User any Debtor, any Security Grantor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group or any Security Grantor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Debtor, any Security Grantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Debtor, Security Grantor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, extension (whether of maturity or other amendment of the Agreement otherwise) or any other documentrestatement (in each case, however fundamental that amendment may be and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other documentdocument or security; (ig) any voluntary or involuntary liquidation, dissolution, sale or other disposition intermediate Payment of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, Liabilities owing to the Primary Creditors in whole or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteepart; or (kh) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the obligations of the Guarantor Guarantors contained in this Agreement nor the rights rights, powers and remedies conferred on the Relevant Finance Parties in respect of the Guaranteed Party Guarantors by this Agreement or by Law shall be discharged, impaired or otherwise affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) includingby: (a) the winding-up, dissolution, administration or reorganisation of any time, waiver, release or consent granted to, or composition with, the User Borrower or any other person or any change in the status, function, control or ownership of any Borrower or any such person; (b) the release any of the User obligations of any Borrower or any other person under any Relevant Finance Document or any Security held by any Relevant Finance Party therefor being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted to or agreed (i) to or with any Borrower or any other person in respect of its obligations or (ii) in respect of any security granted under any Relevant Finance Documents; (d) unless otherwise agreed, any amendment to, or any variation, waiver or release of, any obligation of, or any Security granted by, any Borrower or any other person under any Relevant Finance Document; (e) any total or partial failure to take, or perfect, any Security proposed to be taken in respect of the obligations of any Borrower or any other person under the terms of any composition or arrangement with any creditorRelevant Finance Documents; (cf) any total or partial failure to realise the taking, variation, compromise, exchange, renewal, release, waiver or termination value of, or refusal any release, discharge, exchange or neglect to perfect, take up or enforcesubstitution of, any rights or obligations against the User, the Guarantor or security held by any other person or any non-presentation or non-observance of any formality or other requirement Relevant Finance Party in respect of any instrument or other document or Borrower’s obligations under any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeRelevant Finance Document; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fg) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gh) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, extension restatement (however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity replacement of any obligation of any person under the Agreement a Relevant Finance Document or any other document; (i) document or security including, without limitation, any voluntary change in the purpose of, any extension of or involuntary liquidation, dissolution, sale increase in any facility or the addition of any new facility under any Relevant Finance Document or other disposition of all document or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (ki) any other act, event or omission which, but for this provision, would or which might operate to offer any legal or equitable defence for or discharge, impair or discharge otherwise affect any of the Guarantor’s obligations of any of the Guarantors under this Guarantee Agreement or prejudicially affect any of the rights rights, powers or remedies conferred upon the Relevant Finance Parties or any of the Guaranteed Party under them by this GuaranteeAgreement or by Law.

Waiver of defences. Neither None of the obligations of the Guarantor nor Company under the rights and remedies of the Guaranteed Party Debenture Documents shall be affected by any act, omissionevent, matter omission or thing circumstances which, but for this Clause 6, Section would reduce, release or prejudice any or operate to release any of the Guarantor’s Company obligations (under the Debenture Documents or affect or diminish in whole or in part such obligations and, whether or not known to the Guarantor or the Guaranteed Party) includingCompany including without limitation: (a) any time, waiverindulgence, release or consent waiver granted to, or composition withcomposition, arrangement or settlement with any of the User or Company and/or any other personPerson; (b) the release of any of the User Company or any other person under the terms of any composition or arrangement with any creditorcreditor of the Company and/or any other Person; (c) any change in the taking, variation, compromise, exchange, renewal, release, waiver or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against corporate structure of the User, the Guarantor Company or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeObligor; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User Company or any other personPerson; (e) the invalidity, irregularity or unenforceability of any obligation or liability of any of the Company or any other Person under any Debenture Document or any other document; (f) the bankruptcy, insolvency or liquidation or any other similar proceedings or any incapacity, disability or limitation or any change in the constitution or status or partnership of the Company and/or any other Person; (g) the Debenture Trustee or Debenture Holders granting any supplementtime, extension, restatement, modification, termination, expiryindulgence or concession to, or other amendment of compounding with, discharging, releasing or varying the Agreement liability of, the Issuer or any other documentPerson liable or renewing, however fundamental that amendment may be and whether determining, varying or not more onerousincreasing any accommodation or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Issuer or any other Person liable; (h) the existence of any security, guarantee, rights or remedies available to any of the Debenture Trustee and Debenture Holders or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever; (i) any unenforceability, illegality or invalidity of any obligation of the Company or any person Person under the Agreement Debenture Documents or the unenforceability, illegality or invalidity of the obligations of any Person under any other document or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;security; or (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event act or omission which, which would but for this provision, would or might provision operate to offer any legal or equitable defence for or impair or discharge exonerate the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeCompany.

Waiver of defences. Neither the The obligations of each Guarantor under this Clause 24 will not, to the Guarantor nor the rights and remedies of the Guaranteed Party shall extent permitted under mandatory law, be affected by any an act, omission, matter or thing which, but for this Clause 624, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 24 (without limitation and whether or not known to the Guarantor it or the Guaranteed Partyany Finance Party or any Hedging Bank) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the making or absence of any demand on a member of the Group or any other person (other than the notice referred to in Clause 24.1(b) (Guarantee and indemnity)) for payment or performance of any other obligations, or the application of any moneys at any time received from a member of the Group or any other person; (d) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the UserSecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the AgreementSecurity; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gf) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Finance Document, Hedging 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 Hedging Document or other document or Security; (hg) any unenforceability, unenforceability or illegality or invalidity of any obligation of any person under the Agreement any Finance Document, Hedging Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this GuaranteeSecurity; or (kh) any insolvency or similar proceedings, (other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge than the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies irrevocable payment in full of the Guaranteed Party under this Guaranteesuch obligations).

Waiver of defences. Neither The subordination in this Deed and the obligations of the Guarantor nor the rights Bond Trustee, each Subordinated Creditor and remedies of the Guaranteed Party shall each Obligor under this Deed will not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice the subordination or any of the Guarantor’s those obligations (whether in whole or not known to the Guarantor or the Guaranteed Party) includingin part, including without limitation: (a) any time, waiver, release indulgence or consent waiver granted to, or composition with, the User any Obligor or any other person; (b) person or the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (cb) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against remedies against, or security over assets of, any Obligor or other person under the UserSenior Finance Documents, the Guarantor Hedging Documents or any other person the Note Documents or otherwise or any non-presentation presentment or non-observance of any formality or other requirement in respect of any instrument or other document instruments or any failure to realise the full value of any security; (c) any variation (however fundamental) or replacement of any Senior Finance Document, including under the Agreement and/or this GuaranteeHedging Document or Note Document or other document; (d) any unenforceability, illegality, invalidity or frustration of any obligation of an Obligor or security under the Senior Finance Documents, the Hedging Documents, the Note Documents or any other document or security or the failure to notify the Guarantor by any member of the occurrence of Group to enter into or be bound by any breach of the Agreement;Senior Finance Document or Hedging Document; or (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpostponement, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (g) any supplementdischarge, extensionreduction, restatement, modification, termination, expiry, non-provability or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of similar circumstance affecting any obligation of any person Obligor under the Agreement any Senior Finance Document, Hedging Document or Note Document resulting from any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcyliquidation or dissolution proceedings or from any law, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, regulation or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeorder.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights under this Clause 19 (Guarantee and remedies of the Guaranteed Party shall Indemnity) will not be affected by any act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 19 (Guarantee and Indemnity) (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of a 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security; (ig) any voluntary insolvency or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (kh) any other actbenefit (beneficio) under Spanish Law, event or omission whichincluding but not limited, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies benefits of prior exhaustion of the Guaranteed Party under this Guaranteemain debtor’s assets (excusión), division (división) and order (orden), which shall not in any event apply.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 18 will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 18 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) 18.4.1 any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) 18.4.2 the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) 18.4.3 the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) 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 User an Obligor or any other person; (g) 18.4.5 any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, extension restatement (however fundamental that amendment may be 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; (h) 18.4.6 any unenforceability, illegality illegality, invalidity suspension or invalidity cancellation of any obligation of any person under the this Agreement or any other documentFinance Document or any other document or security; (i) 18.4.7 any voluntary or involuntary insolvency, liquidation, dissolutionwinding-up, sale business rescue or other disposition similar proceedings (including, but not limited to, receipt of all any distribution made under or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition in connection with creditors, or other similar those proceedings, affecting the Guarantor and/or the User ); 18.4.8 this Agreement or any of the respective assets of either of them, other Finance Document not being executed by or binding against any other Guarantor or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeother party; or (k) 18.4.9 any other actfact or circumstance arising on which a Guarantor might otherwise be able to rely on a defence based on prejudice, event waiver or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeestoppel.

Waiver of defences. Neither the The liabilities and obligations of the Guarantor nor the rights and remedies of the Guaranteed Party a Borrower shall not be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) includingimpaired by: (a) this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower; (b) any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower; (c) any Lender or the Security Agent releasing any other Borrower or any Security created by a Finance Document; (d) any time, waiver, release waiver or consent granted to, or composition with, the User with any other Borrower or any other person; (be) the release of the User any other Borrower or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (cf) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any other Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fg) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any other Borrower or any other person; (gh) any amendment, novation, supplement, extension, restatementrestatement (however fundamental, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous) or replacement of a 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; (hi) any unenforceability, illegality or invalidity of any obligation of or any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;security; or (j) the default any insolvency or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights under this Clause 17 (Guarantee and remedies indemnity) and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 617 (Guarantee and indemnity), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 (Guarantee and indemnity) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) ), including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Transaction Obligor or any other person; (b) the release of the User any Transaction Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Transaction Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User a Transaction Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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 arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents; (g) any release or loss whatsoever of any guarantee, right or Security Interest created by the Finance Documents; (h) any failure whatsoever promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; (i) any other Finance Document or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it; (j) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (k) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither To the obligations fullest extent permitted by law, the security rights granted by the Pledgor hereunder or pursuant hereto in respect of the Guarantor nor the rights and remedies of the Guaranteed Party Secured Obligations shall not be prejudiced, affected or diminished by any act, omission, matter omission or thing circumstance which, but for this Clause 6provision, would reducemight operate to release, release discharge or prejudice reduce the efficacy of the security interests granted hereunder or pursuant hereto or to release, discharge or otherwise exonerate the Pledgor from any of the Guarantor’s obligations (Secured Obligations or the Obligations, including, whether or not known to the Guarantor Pledgor or the Guaranteed Party) includingPledgee: (a) any time, waiver, release waiver or consent indulgence granted to, to or composition with, with the User Pledgor or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up perfect or enforce, any rights rights, remedies or securities against or granted by the Pledgor; (c) any variation of, or extension of the due date for performance of any term of any agreement in connection with the Obligations or the Secured Obligations (to the intent that the Pledgor’s obligations against in respect of such Obligations or such Secured Obligations shall apply to such term as varied or in respect of the User, the Guarantor extended due date) or any other person increase, reduction, exchange, acceleration, renewal, surrender, release or loss of or failure to perfect any of the Obligations or the Secured Obligations or any security therefor or any non-presentation presentment or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guaranteeinstruments; (d) the failure transfer by any Beneficiary of all or any of its rights, benefits and/or obligations under the relevant Loan Documents or any other agreement to notify the Guarantor of the occurrence of any breach of the Agreementwhich it is party to another person or entity; (e) the extension insolvency (including bankruptcy (faillissement) or moratorium (surséance van betaling)), or liquidation, dissolution or any change in the name or constitution of the time for performance or payment of any Obligations;Pledgor; or (f) any incapacity or lack of powerirregularity, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (g) any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality unenforceability or invalidity of any obligation (but not all) of the Secured Obligations or of the obligations of any other person under the Agreement or any other document; present or future law or order of any government or authority (iwhether of right or in fact) any voluntary purporting to reduce or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or otherwise affect any of such obligations to the respective assets of either of them, or any allegation or contest of intent that the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the GuarantorPledgor’s obligations under this Guarantee Deed shall remain in full force and this Deed and the term “Secured Obligations” shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or prejudicially affect order. To the rights extent possible under the laws of The Netherlands the term “Secured Obligations” shall include all items which would be Secured Obligations but for the liquidation, absence of legal personality or remedies incapacity of the Guaranteed Party under this GuaranteePledgor or any statute of limitation.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies each of the Guaranteed Party Indemnifiers under this Agreement shall not be prejudiced, affected or diminished by any act, omission, circumstance, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations (whether under this Agreement or not known to the Guarantor otherwise exonerate such Indemnifier from its obligations under this Agreement, in whole or the Guaranteed Party) in part, including, without limitation: (a) 6.1.1 any time, waiver, release waiver or consent granted to, or composition with, the User any Indemnifier or any other person; (b) 6.1.2 the release of the User any other Indemnifier or any other person under the terms of any composition or arrangement with any creditorcreditor of any Indemnifier; (c) 6.1.3 the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Indemnifier or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) 6.1.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Indemnifier or any other person; (g) 6.1.5 any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, extension restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Finance Document (as defined in the ZAR Facility) 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 (as defined in the ZAR Facility) or other document or security; (h) 6.1.6 any unenforceability, illegality illegality, invalidity suspension or invalidity cancellation of any obligation of any person under this Agreement or the Notes or any other document or security purporting to reduce or otherwise affect such obligations with the intent that the each Indemnifier’s obligations under this Agreement shall remain in full force and this indemnity shall be construed accordingly as if there were no such unenforceability, illegality, invalidity suspension or cancellation; 6.1.7 any insolvency, liquidation, winding-up, business rescue or similar proceedings (including, but not limited to, receipt of any distribution made under or in connection with those proceedings); 6.1.8 this Agreement or any other document; related document (iincluding, without limitation the agreement referred to in Clause 4) not being executed by or binding against any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User Indemnifier or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeother party; or (k) 6.1.9 any other actfact or circumstance arising on which an Indemnifier might otherwise be able to rely on a defence based on prejudice, event waiver or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeestoppel.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall under this Guarantee will not be affected by (and the intention of the Guarantor is that its obligations shall continue in full force and effect notwithstanding) any act, omission, matter or thing which, but for this Clause 6, 5 (Waiver of defences) would reduce, release or prejudice any of the Guarantor’s its obligations under this Guarantee (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyTfL) including: (a) 5.1 any time, waiver, release waiver or consent granted to, or composition with, the User Service Provider or any other person; (b) 5.2 the release of the User or any other person under the terms of any composition or arrangement with any creditorcreditor of the Service Provider or any other person; (c) 5.3 the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the UserSecurity over assets of, the Guarantor Service Provider or any other person or any non-non- presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) 5.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User Service Provider or any other person; (g) 5.5 any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of this Guarantee or any other document, instrument, Security, law or regulation; (h) 5.6 any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or in connection with this Guarantee or any other document; (i) any voluntary , instrument or involuntary liquidation, dissolution, sale Security or other disposition in respect of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, Guaranteed Liabilities or any allegation or contest of the validity of this Guarantee in any such proceedingotherwise; (j) 5.7 any winding up, insolvency or similar proceedings; 5.8 any act or omission which would not have discharged or affected the default or failure liability of the Guarantor had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to fully perform any of its obligations pursuant to this Guaranteeexonerate the Guarantor; or (k) 5.9 the occurrence of any other act, analogous or equivalent event or omission whichcircumstance to those specified above, but for this provision, would or might operate the taking of or omitting to offer take any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies action in respect of the Guaranteed Party under this GuaranteeService Provider.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this clause 17 will not be affected by any an act, omission, matter or thing which, but for this Clause 6clause 17, would reduce, release or prejudice any of the Guarantor’s its obligations under this clause 17 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or other concession or consent granted to, or composition with, the User any Obligor or any other person; (b) the release or resignation of the User any other Obligor or any other person under the terms of person; (c) any composition or arrangement with any creditorcreditor of any Obligor or other person; (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gf) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous;) or replacement of any Finance Document or any other document or security including any change in the purpose of, any extension of or any increase in the Facility or the addition of any new facility under any Finance Document or other document or security; Loan Note Subscription Agreement | DLA Piper | 65 (hg) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security; (h) any set off, combination of accounts or counterclaim; (i) any voluntary insolvency or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;; or (j) the default this Agreement or failure any other Finance Document not being executed by or binding against any other Obligor or any other party. References in clause 17.1 (Guarantee) to obligations of an Obligor or amounts due will include what would have been obligations or amounts due but for any of the Guarantor to fully perform above, as well as obligations and amounts due which result from any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeabove.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights under Clause 18.1 (Guarantee and remedies of the Guaranteed Party shall indemnity) will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under Clause 18.1 (Guarantee and indemnity) (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) 18.4.1 any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) 18.4.2 the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) 18.4.3 the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) 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 User an Obligor or any other person; (g) 18.4.5 any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, extension restatement (however fundamental that amendment may be 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; (h) 18.4.6 any unenforceability, illegality illegality, invalidity suspension or invalidity cancellation of any obligation of any person under the this Agreement or any other documentFinance Document or any other document or security; (i) 18.4.7 any voluntary or involuntary insolvency, liquidation, dissolutionwinding-up, sale business rescue or other disposition similar proceedings (including, but not limited to, receipt of all any distribution made under or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition in connection with creditors, or other similar those proceedings, affecting the Guarantor and/or the User ); 18.4.8 this Agreement or any of the respective assets of either of them, other Finance Document not being executed by or binding against any other Guarantor or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeother party; or (k) 18.4.9 any other actfact or circumstance arising on which a Guarantor might otherwise be able to rely on a defence based on prejudice, event waiver or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeestoppel.

Waiver of defences. Neither the obligations The provisions of the Guarantor nor the rights and remedies of the Guaranteed Party shall this Agreement will not be affected by any an act, omission, matter or thing which, but for this Clause 626.4, would reduce, release or prejudice any of the Guarantor’s obligations subordination and priorities expressed to be created by this Agreement including (without limitation and whether or not known to the Guarantor or the Guaranteed any Party) including:): (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Debtor or any other person; (b) the release of the User any Debtor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Debtor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Debtor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, extension (whether of maturity or other amendment of the Agreement otherwise) or any other documentrestatement (in each case, however fundamental that amendment may be and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Debt Document or security; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other documentdocument or security; (g) any intermediate Payment of any of the Liabilities owing to the Senior Creditors in whole or in part; (h) any insolvency or similar proceedings; or (i) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsreduction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-provability or other similar proceedingscircumstance affecting any obligation of any person under any Debt Document resulting from any insolvency, affecting the Guarantor and/or the User liquidation or dissolution proceedings or from any of the respective assets of either of themlaw, regulation or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeorder.

Waiver of defences. Neither the obligations of the Guarantor nor the rights The subordination and remedies of the Guaranteed Party shall priority provisions in this Deed will not be affected by any act, omission, matter omission or thing which, circumstance which (but for this Clause 6, would reduce, provision) may operate to release or prejudice otherwise exonerate the Finance Parties, the Subordinated Creditors that are Parties, the Intragroup Debtors and/or the Obligors (or any of the Guarantor’s them) from their obligations (whether under this Deed or not known to the Guarantor or the Guaranteed Party) otherwise affect those subordination and priority provisions, including, without limitation: (a) any time, waiver, release time or consent indulgence granted to, to or composition with, the User with any Obligor or any other person; (b) the taking, amendment, compromise, renewal or release of or refusal to enforce any rights, remedies or Security against or granted by any Obligor or other member of the User Group 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 Senior Finance Documents); (d) any fluctuation in or partial repayment or prepayment of any of the Senior Liabilities; (e) the release of any person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against the User, the Guarantor or any other person or any non-presentation or non-observance creditor of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligationsperson; (f) any incapacity amendment (however fundamental) or lack replacement of power, authority or legal personality of or dissolution or change in the members or status of the User a Senior Finance Document or any other persondocument or security; (g) any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Senior Finance Document or any other documentdocument or security; (h) any insolvency or similar proceedings; or (i) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsrestriction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-profitability or other similar proceedingscircumstance affecting any obligation of any person under any Senior Finance Documents resulting from any insolvency, affecting the Guarantor and/or the User liquidation or dissolution proceedings or from any of the respective assets of either of themlaw, regulation or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeorder.

Waiver of defences. Neither Without prejudice to the obligations other provisions of this Clause 5, neither this Debenture nor the liability of each Company for its Secured Obligations shall be prejudiced or affected by: (a) any variation or amendment of, or waiver or release granted under or in connection with, any other security or any guarantee or indemnity or other document; or (b) any time or waiver granted, or any other indulgence or concession granted, to the Parent or any Company by the Security Trustee or any other Person; or (c) the taking, holding, failure to take or hold, varying, realisation, non-enforcement, non-perfection or release by the Security Trustee or any other Person of any other security or any guarantee or indemnity or other document; or (d) the Dissolution of such Company or any other Person; or (e) any change in the constitution of such Company or the Parent; or (f) any amalgamation, merger or reconstruction that may be effected by the Security Trustee with any other Person or any sale or transfer of the Guarantor nor the rights and remedies whole or any part of the Guaranteed Party shall undertaking, property and assets of the Security Trustee to any other Person; or (g) the existence of any claim, set-off or other right which such Company or the Parent may have at any time against the Security Trustee or any other Person; or (h) the making or absence of any demand for payment or discharge of any Secured Obligations on such Company or the Parent or any other Person, whether by the Security Trustee or any other Person; or (i) any arrangement or compromise entered into by the Security Trustee with such Company, the Parent or any other Person; or (j) any other thing done or omitted or neglected to be affected done by the Security Trustee or any actother Person or any other dealing, omissionfact, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) including: (a) any time, waiver, release or consent granted to, or composition with, the User or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against the User, the Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (g) any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal prejudice or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies liability of the Guaranteed Party under this Guaranteesuch Company for its Secured Obligations.

Waiver of defences. Neither The Chargor shall be deemed to be a principal debtor and the obligations sole, original and independent obligor for the Secured Obligations and the Security Assets shall be deemed to be a principal security for the Secured Obligations. The liability of the Guarantor nor the rights and remedies of the Guaranteed Party Chargor under this Charge shall not be discharged, impaired or otherwise affected by any circumstance, act, omission, matter or thing which, which but for this Clause 6, would provision might operate to reduce, release release, prejudice or prejudice any of otherwise exonerate the Guarantor’s Chargor from its obligations (under the Finance Documents in whole or in part, including without limitation and whether or not known to any Obligor, the Guarantor Agent or the Guaranteed Party) includingany other person: (a) the winding-up, dissolution, administration, re-organisation, amalgamation, merger or reconstruction of the Chargor or any other person or any change in its status, function, control or ownership; or (b) any time, waiverindulgence, release concession, waiver or consent granted to, or composition with, the User Chargor or any other person;; or (bc) the release of the User Chargor or any other person under the terms of any composition or arrangement with any creditor;creditor of the Chargor or any of its Affiliates; or (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take take-up or enforce, any rights against, or obligations against the Usersecurity over, the Guarantor assets of the Chargor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to release or to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement;; or (e) the extension of the time for performance or payment of any Obligations; (f) any legal limitation, disability, incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of of, or other circumstance relating to, the User Chargor or any other person;; or (f) any variation (however fundamental and whether or not involving any increase in the liability of the Chargor or any other Obligor thereunder) or replacement of any Finance Document or any other document or security; or (g) any supplementunenforceability, extensionillegality, restatement, modification, termination, expiry, invalidity or other amendment frustration of any obligation of the Agreement Chargor or any other documentperson under any Finance Document or any other document or security, however fundamental that amendment may be and or any failure of the Chargor or any other Obligor to become bound by the terms of any other Finance Document, in each case whether through any want of power or not more onerous;authority or otherwise; or (h) any unenforceabilitypostponement, illegality discharge, reduction, non-provability or invalidity of similar circumstances affecting any obligation of any person under the Agreement Chargor or any other document; (i) Obligor under a Finance Document resulting from any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcyliquidation or dissolution proceedings or from any law, assignment for regulation or order, so that the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the GuarantorChargor’s obligations under this Guarantee Charge remain in full force and effect and that this Charge shall be construed accordingly as if there were no such circumstance, act, omission, matter or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteething.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights under this clause 16 (Guarantee and remedies of the Guaranteed Party shall indemnity) will not be affected by any an act, omission, matter or thing which, but for this Clause 6clause 16 (Guarantee and indemnity), would reduce, release or prejudice any of the Guarantor’s its obligations under this clause 16 (Guarantee and indemnity) (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyLender) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User Borrower or any other person; (b) the release of the User Borrower or any other person under the terms of any composition or arrangement with any creditorcreditor of the Borrower; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User Borrower or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights under this Clause 17 (Guarantee and remedies of the Guaranteed Party shall Indemnity) will not be affected by any an act, omission, matter or thing which, but for this Clause 617 (Guarantee and Indemnity), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 (Guarantee and Indemnity) (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) ), including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User Borrower or any other person under the terms of any composition or arrangement with any creditorcreditor of any Obligor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall Guarantors under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Borrower or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fc) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User a Borrower or any other person; (gd) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental document or security so that amendment may be and whether references to that Finance Document in this Clause 14 shall include each variation or not more onerousreplacement; (he) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security, to the intent that the Guarantors' obligations under this Clause 14 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity; (if) the release of any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User Obligor or any other person under the terms of any composition or arrangement with any creditors of any member of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this GuaranteeGroup; or (kg) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but regulation or order so that each such obligation shall for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s purposes of the Guarantors' obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 14 shall be construed as if there were no such circumstance.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 17 will not be affected by any an act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor or any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental document or security so that amendment may be and whether references to that Finance Document in this Clause 17 shall include each variation or not more onerousreplacement; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidationsecurity, dissolutionto the intent that the Guarantors obligations under this Clause 17 shall remain in full force and its guarantee be construed accordingly, sale as if there were no unenforceability, illegality or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeinvalidity; or (kg) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but regulation or order so that each such obligation shall for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the purposes of each Guarantor’s 's obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 17 be construed as if there were no such circumstance.

Waiver of defences. Neither the 7.1 The obligations of the Guarantor nor Sponsor and the rights and remedies of the Guaranteed Party shall Borrower under this Agreement will not be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (including whether or not known to the Guarantor Sponsor and the Borrower) or any act or omission of the Guaranteed Party) Facility Agent or any Secured Party which would reduce, release or diminish those obligations in whole or in part including: (a) any timevariation in the terms, waiver, release conditions or consent manner of disbursement of monies under the Common Rupee Loan Agreement or the Foreign Currency Facility Agreement by the Lenders; (b) any time or waiver granted to, or composition with, the User or any other another person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver dispensation or termination release of, or refusal or neglect to perfect, take up or enforce, any rights Table of Contents against, or obligations against the UserSecurity Interests over assets of, the Guarantor or any other another person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity Interests; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members constitution or status of the User or any other another person; (ge) any supplementvariation, extension, restatement, modification, termination, expiry, modification or other amendment alteration of the Agreement Transaction Documents or any other documentdocument including postponement or preponement of the time or revision of terms for repayment of any monies payable by the Borrower to the Lenders including the principal amounts due under the Common Rupee Loan Agreement and the Foreign Currency Facility Agreement, however fundamental that amendment may be and whether or not more onerousorder of appropriation of the monies paid by the Borrower to the Lenders, except to the extent references to the Transaction Documents or any of them or such other document in this Agreement shall include such variation; (hf) the winding-up, bankruptcy, change in constitution or official management or re-organisation, nationalisation or acquisition of any other Person or any change in its status, function, control or ownership; (g) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or Person due to any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets to the extent that the Sponsor’s and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of Borrower’s obligations under this Guarantee Agreement shall remain in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of full force and its obligations pursuant to this Guaranteebe construed accordingly, as if there were no unenforceability, illegality or invalidity; or (kh) any other act, event act or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteething whatsoever.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 20 will not be affected by any an act, omission, matter or thing which, but for this Clause 620, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 20 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or other concession or consent granted to, or composition with, the User any Obligor or any other person; (b) the release or resignation of the User any other Obligor or any other person under the terms of person; (c) any composition or arrangement with any creditorcreditor of any Obligor or other person; (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gf) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Finance Document or any other document or security including 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; (hg) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security; (h) any set off, combination of accounts or counterclaim; (i) any voluntary insolvency or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;; or (j) the default this Agreement or failure any other Finance Document not being executed by or binding against any other Obligor or any other party. References in Clause 20.1 (Guarantee) to obligations of an Obligor or amounts due will include what would have been obligations or amounts due but for any of the Guarantor to fully perform above, as well as obligations and amounts due which result from any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeabove.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Borrower or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User a Borrower or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document so that references to that Finance Document in this Clause 14 shall include each variation or any other document, however fundamental that amendment may be and whether or not more onerousreplacement; (hf) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, to the Agreement intent that the Guarantors’ obligations under this Clause 14 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or any other document;invalidity; and (ig) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsreduction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-provability or other similar proceedingscircumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, affecting liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall, for the Guarantor and/or the User or any purposes of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s Guarantors’ obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 14, be construed as if there were no such circumstance.

Waiver of defences. Neither the The obligations of the Parent Guarantor nor the rights under this Clause 17 (Guarantee and remedies Indemnity – Parent Guarantor) and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 617.4 (Waiver of defences), would reduce, release or prejudice any of the its obligations under this Clause 17 (Guarantee and Indemnity – Parent Guarantor’s obligations ) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed any Secured Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Transaction Obligor or any other person; (b) the release of the User any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfectperfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Transaction Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User a Transaction Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights under this Clause ‎16 (Guarantee and remedies Indemnity) and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 6‎16.4 (Waiver of defences), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause ‎16 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed any Secured Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Transaction Obligor or any other person; (b) the release of the User any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of Transaction Obligor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfectperfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Transaction Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User a Transaction Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall Guarantors under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Borrower or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fc) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User a Borrower or any other person; (gd) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental document or security so that amendment may be and whether references to that Finance Document in this Clause 14 shall include each variation or not more onerousreplacement; (he) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document;document or security, to the intent that the Guarantors' obligations under this Clause 14 shall remain in full force and their guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity; and (if) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsreduction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-provability or other similar proceedingscircumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, affecting liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the Guarantor and/or the User or any purposes of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s Guarantors' obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 14 shall be construed as if there were no such circumstance.

Waiver of defences. Neither Without prejudice to the obligations other provisions of this Clause 5, neither this Debenture nor the liability of each Company for its Secured Obligations shall be prejudiced or affected by: (a) any variation or amendment of, or waiver or release granted under or in connection with, any other security or any guarantee or indemnity or other document; or (b) any time or waiver granted, or any other indulgence or concession granted, to the Parent or any Company by the Security Trustee or any other Person; or (c) the taking, holding, failure to take or hold, varying, realisation, non-enforcement, non-perfection or release by the Security Trustee or any other Person of any other security or any guarantee or indemnity or other document; or (d) the Dissolution of such Company or any other Person; or (e) any change in the constitution of such Company or the Parent; or (f) any amalgamation, merger or reconstruction that may be effected by the Security Trustee with any other Person or any sale or transfer of the Guarantor nor the rights and remedies whole or any part of the Guaranteed Party shall undertaking, property and assets of the Security Trustee to any other Person; or (g) the existence of any claim, set-off or other right which such Company, the Parent may have at any time against the Security Trustee or any other Person; or (h) the making or absence of any demand for payment or discharge of any Secured Obligations on such Company, the Parent, or any other Person, whether by the Security Trustee or any other Person; or (i) any arrangement or compromise entered into by the Security Trustee with such Company, the Parent or any other Person; or (j) any other thing done or omitted or neglected to be affected done by the Security Trustee or any actother Person or any other dealing, omissionfact, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) including: (a) any time, waiver, release or consent granted to, or composition with, the User or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against the User, the Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (g) any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal prejudice or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies liability of the Guaranteed Party under this Guaranteesuch Company for its Secured Obligations.

Waiver of defences. Neither the obligations of the Guarantor Chargors under this Deed nor the rights and remedies of the Guaranteed Party shall Charges will be affected by any act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of its obligations under this Deed or any of the Guarantor’s obligations Charges (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyChargee) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Chargor or any other person; (b) the release of the User any Chargor or any other person under the terms of any composition or arrangement with any creditorcreditor of any Chargor or any such person; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforceenforce any rights against, or security over assets of, any rights or obligations against the User, the Guarantor Chargor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeEncumbrance; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance death, mental or payment of any Obligations; (f) any other incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status or constitution of the User any Chargor or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, amendment (however fundamental) or other amendment replacement of the Agreement any Chargee Transaction Document or any other document, however fundamental that amendment may be and whether related document or not more onerousEncumbrance; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement Investment Agreement, any Chargee Transaction Document or any other documentrelated document or Encumbrance; (ig) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditorsliquidation, reorganization, arrangement, composition with creditors, winding-up or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; proceedings (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeas applicable); or (kh) any other actEncumbrance, event guarantee or omission which, but for this provision, would indemnity now or might operate to offer thereafter held by the Chargee or any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies other person in respect of the Guaranteed Party under this GuaranteeObligations or any other liabilities.

Waiver of defences. Neither The Chargor shall be deemed to be a principal debtor and the obligations sole, original and independent obligor for the Secured Obligations and the Collateral shall be deemed to be a principal security for the Secured Obligations. The liability of the Guarantor nor the rights and remedies of the Guaranteed Party Chargor under this Debenture shall not be discharged, impaired or otherwise affected by any circumstance, act, omission, matter or thing which, which but for this Clause 6, would provision might operate to reduce, release release, prejudice or prejudice any of otherwise exonerate the Guarantor’s Chargor from its obligations (under the Finance Documents in whole or in part, including without limitation and whether or not known to any Obligor, the Guarantor Agent or the Guaranteed Party) includingany other person: (a) the winding-up, dissolution, administration or re-organisation of the Chargor or any other person or any change in its status, function, control or ownership; or (b) any time, waiverindulgence, release waiver or consent granted to, or composition with, the User Chargor or any other person;; or (bc) the release of the User Chargor or any other person under the terms of any composition or arrangement with any creditor;creditor of the Chargor or any of its Affiliates; or (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take take-up or enforce, any rights against, or obligations against the Usersecurity over, the Guarantor assets of the Chargor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to release or to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement;; or (e) the extension of the time for performance or payment of any Obligations; (f) any legal limitation, disability, incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of of, or other circumstance relating to, the User Chargor or any other person;; or (f) any variation (however fundamental and whether or not involving any increase in the liability of the Chargor or any other Obligor thereunder) or replacement of any Finance Document or any other document or security; or (g) any supplementunenforceability, extensionillegality, restatement, modification, termination, expiry, invalidity or other amendment frustration of any obligation of the Agreement Chargor or any other documentperson under any Finance Document or any other document or security, however fundamental that amendment may be and or any failure of the Chargor or any other Obligor to become bound by the terms of any other Finance Document, in each case whether through any want of power or not more onerous;authority or otherwise; or (h) any unenforceabilitypostponement, illegality discharge, reduction, non-provability or invalidity of similar circumstances affecting any obligation of any person under the Agreement Chargor or any other document; (i) Obligor under a Finance Document resulting from any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcyliquidation or dissolution proceedings or from any law, assignment for regulation or order, so that the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the GuarantorChargor’s obligations under this Guarantee Debenture remain in full force and effect and that this Debenture shall be construed accordingly as if there were no such circumstance, act, omission, matter or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteething.

Waiver of defences. Neither the obligations The provisions of the Guarantor nor the rights and remedies of the Guaranteed Party shall this Agreement will not be affected by any an act, omission, matter or thing which, but for this Clause 618.4, would reduce, release or prejudice any of the Guarantor’s obligations subordination and priorities expressed to be created by this Agreement including (without limitation and whether or not known to the Guarantor any Secured Party, Debtor or the Guaranteed Party) including:Security Provider): (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Debtor, Security Provider or any other person; (b) the release of the User any Debtor, Security Provider or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Debtor, Security Provider or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Debtor, Security Provider or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, extension (whether of maturity or other amendment of the Agreement otherwise) or any other documentrestatement (in each case, however fundamental that amendment may be and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other documentdocument or security; (ig) any voluntary or involuntary liquidation, dissolution, sale or other disposition intermediate Payment of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, Liabilities owing to the Secured Parties in whole or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteepart; or (kh) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of each US Guarantor or UK Guarantor, as the Guarantor nor the rights and remedies of the Guaranteed Party shall case may be, will not be affected by any act, omission, matter or thing which, but for this Clause 62.4, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 2 (whether or not known to it or either of the Guarantor or the Guaranteed PartyLenders) including: (a) any time, waiver, release waiver or consent granted to, or composition with, any of the User Borrowers or any other person; (b) the release of any of the User Borrowers or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against security over assets of, any of the User, the Guarantor Borrowers or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any of the User Borrowers or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, or other amendment or novation or replacement of the Agreement Facility Agreements or any other security or other document, however fundamental that amendment amendment, novation and replacement may be and whether or not more onerous, including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under the Facility Agreements or other security or other document; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement Facility Agreements or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale security or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteedocument; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the obligations The provisions of the Guarantor nor the rights and remedies of the Guaranteed Party shall this Agreement will not be affected by any an act, omission, matter or thing which, but for this Clause 625.4, would reduce, release or prejudice any of the Guarantor’s obligations subordination and priorities expressed to be created by this Agreement including (without limitation and whether or not known to the Guarantor or the Guaranteed any Party) including:): (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Debtor or any other person; (b) the release of the User any Debtor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Debtor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Debtor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, extension (whether of maturity or other amendment of the Agreement otherwise) or any other documentrestatement (in each case, however fundamental that amendment may be and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Debt Document or security; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other documentdocument or security; (g) any intermediate Payment of any of the Liabilities owing to the Primary Creditors in whole or in part; (h) any insolvency or similar proceedings; or (i) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsreduction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-provability or other similar proceedingscircumstance affecting any obligation of any person under any Debt Document resulting from any insolvency, affecting the Guarantor and/or the User liquidation or dissolution proceedings or from any of the respective assets of either of themlaw, regulation or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeorder.

Waiver of defences. Neither the The obligations of each Guarantor under this Clause 19 will not, to the Guarantor nor the rights and remedies of the Guaranteed Party shall extent permitted under mandatory law, be affected by any an act, omission, matter or thing which, but for this Clause 619, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 19 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the making or absence of any demand on a member of the Group or any other person (other than the notice referred to in Clause 19.1(b) (Guarantee and indemnity)) for payment or performance of any other obligations, or the application of any moneys at any time received from a member of the Group or any other person; (d) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the UserSecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the AgreementSecurity; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gf) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hg) any unenforceability, unenforceability or illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this GuaranteeSecurity; or (kh) any insolvency or similar proceedings, (other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge than the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies irrevocable payment in full of the Guaranteed Party under this Guaranteesuch obligations).

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 17 will not be affected by any an act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor or any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental document or security so that amendment may be and whether references to that Finance Document in this Clause 17 shall include each variation or not more onerousreplacement; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidationsecurity, dissolutionto the intent that the Guarantors obligations under this Clause 17 shall remain in full force and its guarantee be construed accordingly, sale as if there were no unenforceability, illegality or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeinvalidity; or (kg) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but regulation or order so that each such obligation shall for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the purposes of each Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 17 be construed as if there were no such circumstance.

Waiver of defences. Neither the subordination in this Agreement nor the obligations of any Secured Party, High Yield Notes Finance Party, Subordinated Preference Certificates Holder, Subordinated Party, Obligor, Intercompany Borrower or the Guarantor nor the rights and remedies of the Guaranteed Party High Yield Notes Issuer shall be affected in any way by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice the subordination or any of the Guarantor’s those obligations in whole or in part (without limitation and whether or not known to the Guarantor any Secured Party, High Yield Notes Finance Party, Subordinated Preference Certificates Holder, Subordinated Party, Obligor, Intercompany Borrower or the Guaranteed PartyHigh Yield Notes Issuer or any other person) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditorcreditor of any person; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, amendment (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental that amendment may be and whether document or not more oneroussecurity; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security; (ig) any voluntary insolvency or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (kh) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of any person under any Finance Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but for this provision, would regulation or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeorder.

Waiver of defences. Neither the obligations (a) The liability of the Guarantor nor the rights and remedies of the Guaranteed Party shall each Chargor under this Deed will not be discharged, diminished or in any way adversely affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations following (whether or not known to the Guarantor any Chargor, any Secured Party or the Guaranteed Party) including:any other person and whether or not agreed to by, or notified to, any Chargor): (ai) any time, waiver, release or consent granted to, or composition with, the User any Obligor or any other person; (bii) any amendment to, or replacement of, any Document (however fundamental and whether or not it increases the release liability of the User any Obligor) or any other person under the terms of any composition agreement or arrangement with any creditorsecurity; (ciii) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take take-up or enforce, enforce any rights or obligations against remedies against, or security over the Userassets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality failure to observe or other perform any formal requirement in respect of any instrument security or other document instruments or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (div) the failure to notify the Guarantor of the occurrence any actual or purported obligation of any breach of the AgreementObligor or any other person under any Document or other agreement (or any security for that obligation) being or becoming void, invalid, illegal or unenforceable for any reason; (e) the extension of the time for performance or payment of any Obligations; (fv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User constitution of, or any amalgamation or reconstruction of, any Obligor or other personperson or any failure by any actual or proposed Obligor to be or become bound by terms of any Document; (gvi) any supplement, extension, restatement, modification, termination, expiry, Obligor or other amendment of the Agreement person being or becoming insolvent or subject to any other document, however fundamental that amendment may be and whether insolvency proceedings or not more onerousprocedure; (hvii) any unenforceability, illegality or invalidity the release of any obligation of any other Obligor or other person under the Agreement terms of any composition or arrangement with any other document; (i) any voluntary or involuntary liquidation, dissolution, sale creditor of such Obligor or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeperson; or (kviii) any other act, event omission, circumstance, matter or omission thing which, but for this provisionSubclause, would or might operate to offer release, reduce, prejudice or otherwise exonerate the relevant Chargor from any legal or equitable defence for or impair or discharge the Guarantor’s of its obligations under this Guarantee Deed. (b) No Secured Party shall be concerned to see or prejudicially affect investigate the rights powers or remedies authorities of any of the Guaranteed Party under this GuaranteeObligors or their respective officers or agents, and moneys obtained or Secured Obligations incurred in purported exercise of such powers or authorities or by any person purporting to be an Obligor shall be deemed to form a part of the Secured Obligations, and “Secured Obligations” shall be construed accordingly.

Waiver of defences. Neither As between each Chargor and the Secured Parties but without affecting the obligations of any Issuer or Guarantor each Chargor shall be liable under Clause 2 (Covenant to Pay) as if it were the Guarantor principal debtor and not merely a surety. Neither the Charges nor the rights and remedies obligations of the Guaranteed Party each Chargor under this Deed shall be discharged or affected by (and each Chargor hereby irrevocably waives any defences it may now or hereafter acquire in any way relating to) any act, omission, matter or thing which, but for this Clause 617, would reduce, release or prejudice any of the Guarantor’s its obligations under this Deed (without limitation and whether or not known to the Guarantor such Chargor or the Guaranteed any Secured Party) including: (a) any time, waiver, release waiver or consent granted given to, or any composition with, the User any Issuer or Guarantor or any other person; (b) the release of the User Chargor or any other person under the terms of any composition or arrangement with any creditorcreditor of the Chargor or any other person (other than any express release of the Charges given in accordance with this Deed); (c) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatever nature) or replacement of any Priority Lien Document or any other Security or document; (d) the taking, perfection, enforcement, variation, compromise, exchange, renewal, release, waiver or termination release of, or the refusal or neglect to perfecttake, take up perfect or enforce, any rights against, or obligations against the UserSecurity over, the assets of, or any guarantee or undertaking given by, any Issuer or Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the AgreementSecurity; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or constitution or status of the User an Issuer or Guarantor, Secured Party or any other person; (f) the illegality, invalidity or unenforceability of any obligation of any person under, or expressed to arise under, any Priority Lien Document or other document; (g) any supplementinsolvency or similar proceedings under the laws of any jurisdiction or the making of any arrangement or composition with or for the benefit of creditors by any other Issuer or Guarantor, extension, restatement, modification, termination, expiry, or other amendment of the Agreement any Secured Party or any other document, however fundamental that amendment may be and whether or not more onerousperson; (h) any unenforceability, illegality Secured Party ceasing or invalidity of refraining from giving credit or making loans or advances to or otherwise dealing with any obligation of any person under the Agreement Issuer or Guarantor or any other document;person (but without prejudice to any rights which any Chargor may have against a Secured Party by reason of default by that Secured Party under the Priority Lien Documents); or (i) the failure of any voluntary or involuntary liquidationSecured Party to disclose to any Chargor any information relating to the business, dissolution, sale or other disposition of all or substantially all assets, marshalling financial condition or prospects of assets and liabilities, receivership, insolvency, bankruptcy, assignment for any other Issuer or Guarantor now or hereafter known to such Secured Party (each Chargor waiving any duty on the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any part of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any Secured Parties to disclose such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeinformation).

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User with any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditors of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any supplementvariation (however fundamental), extension, restatement, modification, termination, expiry, amendment or other amendment replacement of the Agreement a Finance Document or any other documentdocument or security so that references to that Finance Document in this Clause shall include each variation, however fundamental that amendment may be and whether or not more onerous;replacement; or (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidationsecurity, dissolutionto the intent that each Guarantor's obligations under this Clause shall remain in full force and its guarantee be construed accordingly, sale as if there were no unenforceability, illegality or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeinvalidity; or (kg) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but regulation or order so that each such obligation shall for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the purposes of the Guarantor’s 's obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause be construed as if there were no such circumstance.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 16 (Guarantee) will not be affected by any an act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 (Guarantee) or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Borrower or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver or termination renewal release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Borrower or any other person or any non-presentation or non-observance of any formality ------------------------------------------------------------------------------ 42 ------------------------------------------------------------------------------ or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fc) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User a Borrower or any other person; (gd) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental document or security so that amendment may be and whether reference to that Finance Document in this Clause 16 (Guarantee) shall include each variation or not more onerousreplacement; (he) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; document or security, to the intent that each Guarantor's obligations under this Clause 16 (iGuarantee) any voluntary shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeinvalidity; or (kf) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but regulation or order so that each such obligation shall be for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the purposes of the Guarantor’s 's obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Class 16 (Guarantee) be construed as if there were no such circumstance.

Waiver of defences. Neither the The obligations of the each Hedge Guarantor nor the rights under this Clause 22 (Guarantee and remedies Indemnity — Hedge Guarantors) (and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 622.4 (Waiver of defences), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 22 (Guarantee and Indemnity — Hedge Guarantors)) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed any Secured Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person;; ​ ​ ​ (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfectperfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither To the extent permitted by applicable law, the obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 17 will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiverindulgence, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the any Finance Document or any other document or security; (g) any insolvency, court protection or similar proceedings; (h) this Agreement or any other document;Finance Document not being executed by or binding against any other party; or (i) any voluntary other circumstance or involuntary liquidationoccurrence that might constitute a defence available to, dissolutionor discharge of, sale a surety or guarantor, other disposition than the payment and performance in full of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any Liabilities of the respective assets of either of themObligors (subject to, or any allegation or contest in the case of the validity of this Guarantee Guarantor, satisfaction in any such proceeding; (j) the default or failure of the Guarantor to fully perform any full of its obligations pursuant to this Guarantee; or obligation under Clause 17.10 (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeAmount)).

Waiver of defences. Neither The liability of the Guarantor under this Guarantee shall be irrevocable, unconditional and absolute, and, without limiting the generality of the foregoing, the obligations of the Guarantor nor shall not be released, discharged, limited or otherwise affected by, and the rights and remedies of Guarantor hereby waives as against the Guaranteed Party shall be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known Beneficiary to the Guarantor or the Guaranteed Party) includingfullest extent permitted by applicable law, any defence relating to: (a) any timeextension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of the Obligations or consent granted tootherwise; (b) any modification or amendment of or supplement to the Obligations, including any increase or decrease in the principal, the rates of interest or other amounts payable in respect thereof; (c) any defence based upon any incapacity, disability or lack or limitation of status or power of PET, the Guarantor or any other person or of the directors, officers, employees, partners or agents thereof, or composition withthat PET, the User Guarantor or any other person may not be a legal entity, or any irregularity, defect or informality in the borrowing or obtaining of moneys or credits in respect of the Obligations; (d) any change in the existence, structure, constitution, name, control or ownership of PET, the Guarantor or any other person; (be) any insolvency, bankruptcy, amalgamation, merger, reorganization, arrangement or other similar proceeding affecting PET, the release of the User Guarantor or any other person under or the terms assets of PET, the Guarantor or any composition or arrangement with any creditorother person; (cf) the takingexistence of any claim, variationset-off or other rights which the Guarantor may have at any time against PET, compromisethe Beneficiary or any other person, exchangewhether in connection with the Obligations or any unrelated transactions; (g) any release or non-perfection or any invalidity, renewalillegality or unenforceability relating to or against PET, the Guarantor or any other person, whether relating to any instrument evidencing the Obligations or any other agreement or instrument relating thereto or any part thereof or any provision of applicable law or regulation purporting to prohibit the payment by PET, the Guarantor or any other person of any of the Obligations; (h) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Beneficiary to payment of the Obligations or to take any steps in respect thereof; (i) any release, waiver substitution or termination ofaddition of any co-signer, endorser, other guarantor or any other person in respect of the Obligations; (j) any defence arising by reason of any failure of the Beneficiary to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of (i) acceptance of this Guarantee, (ii) partial payment or non-payment of all or any part of the Obligations, and (iii) the existence, creation, or refusal incurring of new or neglect additional Obligations; (k) any defence arising by reason of any failure of the Beneficiary to perfectproceed against PET or any other person, take up to proceed against, apply or enforceexhaust any security held from PET, the Guarantor or any other person for the Obligations, or to proceed against or to pursue any other remedy in the power of the Beneficiary whatsoever; (l) the benefit of any law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligations; (m) any defence arising by reason of the cessation from any cause whatsoever of the liability of PET, the Guarantor or any other person with respect to all or any part of the Obligations, or by reason of any act or omission of the Beneficiary or others which directly or indirectly results in the discharge or release of PET, the Guarantor or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise; (n) any defence arising by reason of any failure by the Beneficiary to obtain, perfect or maintain a perfected (or any) security interest in or lien or encumbrance upon any property of PET, the Guarantor or any other person or by reason of any interest of the Beneficiary in any property, whether as owner thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Beneficiary of any right to recourse or collateral; (o) any defence arising by reason of the failure of the Beneficiary to mxxxxxxx any assets; (p) any defence based upon any failure of the Beneficiary to give to PET, the Guarantor or any other person notice of any sale or other disposition of any property securing any or all of the Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Beneficiary to comply with any provision of applicable law in enforcing any security interest in or lien upon any such property, including any failure by the Beneficiary to dispose of any such property in a commercially reasonable manner; (q) any dealing whatsoever with PET, the Guarantor or other person or any security, or any failure to do so; (r) any extinguishment of all or any of the Obligations for any reason whatsoever (other than the actual satisfaction thereof); or (s) any other circumstances which might otherwise constitute a defence available to, or a discharge of the Guarantor, any rights other act or obligations against omission to act or delay of any kind by PET, the UserBeneficiary, the Guarantor or any other person or any non-presentation other circumstance whatsoever, whether similar or non-observance dissimilar to the foregoing, which might, but for the provisions of any formality this Section 3, constitute a legal or other requirement in respect equitable discharge, limitation or reduction of any instrument or other document or any failure to realise the full value obligations of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor hereunder (other than the payment or satisfaction in full of all of the occurrence of Obligations). The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against PET for reimbursement, the Guarantor’s right to recover contribution from any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User other guarantor or any other person; (g) any supplement, extension, restatement, modification, termination, expiry, right or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeremedy.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this clause will not be affected by any act, omission, matter omission or thing (whether or not known to it or the Lender) which, but for this Clause 613, would reduce, release or prejudice any of the Guarantor’s its obligations (whether or not known to the Guarantor or the Guaranteed Party) includingunder this Clause 13. This includes: (a) any time, waiver, release postponement or consent other concession granted to, or composition or arrangement with, the User any Obligor or any other person; (b) the any full, partial or conditional release or discharge of the User any Obligor or any other person by operation of law or under the terms of any composition or arrangement with any creditorcreditor of any person; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person under the Transaction Documents or otherwise; (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Obligor or any other person; (gf) any supplementvariation, extension, restatement, modification, termination, expiry, amendment or other amendment of the Agreement or any other document, replacement (however fundamental that amendment may be and whether or not more oneroussuch variation, amendment or replacement imposes any additional liability or disadvantages any Obligor or any other person) of any Transaction Document or any other document or security (in each case other than this agreement); (hg) any unenforceability, illegality illegality, invalidity, non-provability or invalidity frustration of any obligation of any person under the Agreement any Transaction Document or any other documentdocument or security; (h) any set-off, combination of accounts or counterclaim; (i) any voluntary or involuntary insolvency, liquidation, dissolution, sale dissolution or other disposition similar proceedings or anything resulting from such proceedings which affects any obligation of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User an Obligor or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceedingother person; (j) any determination, rescission, repudiation or termination of any Transaction Document or any obligations under any Transaction Document or any other document or security by any person (or the default or failure acceptance of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; orthose actions by any person); (k) the release or substitution of any property the subject of any Security; (l) the failure to obtain any Encumbrance or the loss or impairment of any Encumbrance by operation of law or otherwise, whether or not the same is in breach of an express or implied condition to obtain or preserve that Encumbrance or is in breach of any equitable duty which might otherwise have been imposed on the Lender; (m) the transfer, assignment or novation by the Lender or any other actperson of all or any of its rights or obligations under any Transaction Document; (n) any failure by the Lender to disclose to the Guarantor or any other person any material or unusual fact, circumstance, event or omission whichthing known to, or which ought to have been known by, the Lender relating to or affecting any Obligor or any other person at any time before or during the currency of any Transaction Document, whether prejudicial or not to the rights and liabilities of any Guarantor and whether or not the Lender was under an obligation or duty to disclose that fact, circumstance, event or thing to any person; and (o) any person, whether named as a party or not, does not execute any Transaction Document or the execution of any Transaction Document by any person is invalid, forged or irregular in any way. References in clause 13.1 to any obligations of an Obligor or amounts due will include what would have been obligations or amounts due but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeabove, as well as obligations and amounts due which result from any of the above.

Waiver of defences. Neither 5.1 The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the obligations guaranteed hereunder or otherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, the obligations of any Guarantor hereunder shall not be released, discharged, diminished or impaired by (i) the Guarantor nor renewal, extension, modification or alteration, with or without the rights and remedies knowledge or consent of such Guarantor, of the Guaranteed Party shall be affected by any act, omission, matter Purchase Agreement or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s other Transaction Documents or of any liability or obligation of the Company thereunder or of any document or instrument under which the Guaranteed Amounts or other obligations guaranteed hereunder arise, (whether ii) any forbearance or not known compromise granted to the Guarantor Company except to the extent of such forbearance or compromise, (iii) any change in corporate structure or ownership of any member of the Group or the Guaranteed Party) including: bankruptcy, insolvency, liquidation, receivership, dissolution, winding-up or termination of any member of the Group or the fact that at any time any member of the Group does not exist, (a) any time, waiver, release or consent granted to, or composition with, the User or any other person; (biv) the release inaccuracy of any of the User representations and warranties of the Company or any other person under the terms Purchase Agreement or any of the other Transaction Documents, (v) any composition or arrangement with any creditor; (c) the takingneglect, variationdelay, compromiseomission, exchange, renewal, release, waiver or termination of, failure or refusal or neglect to perfect, take up or enforce, any rights or obligations against of the User, the Guarantor Company or any other person to take or prosecute any action in connection with the Purchase Agreement or any of the other Transaction Documents, (vi) the full or partial release of the Company on any liability or obligation, except that Guarantors shall be released pro tanto to the extent the Beneficiaries expressly release the Company from liability with respect to the Guaranteed Amounts or other obligations guaranteed hereunder, or (vii) any other circumstance relating to the Guaranteed Amounts or other obligations guaranteed hereunder that might otherwise constitute a legal or equitable discharge of or defense to such Guarantor not available to the Company who is liable for such obligations. 5.2 Each Guarantor waives presentment to, demand of payment from and protest to the Company or any other person of any of the obligations guaranteed hereunder, and also waives notice of acceptance of its guarantee and notice of protest for non-presentation payment. Each Guarantor further waives notice of (i) the creation, renewal, extension, modification, alteration or non-observance existence of any formality liability or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor obligation of the occurrence constituting part of the obligations guaranteed hereunder, and (ii) any breach of or default in the Agreement; (e) the extension performance of the time for performance obligations guaranteed hereunder. 5.3 Each Guarantor hereby irrevocably and unconditionally agrees not to exercise any right of subrogation, contribution, indemnity, reimbursement or payment of similar rights against the Company with respect to any Obligations; (f) payments it makes under this Guarantee until this Guarantee has been terminated. If any incapacity or lack of power, authority or legal personality of or dissolution or change amounts are paid to any Guarantor in the members or status violation of the User or any other person; (g) any supplementforegoing limitation, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may then such amounts shall be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment held in trust for the benefit of creditorsthe Beneficiaries and shall forthwith be paid to the Lead Investor to be held as security for the obligations guaranteed hereunder, reorganization, arrangement, composition with creditors, whether matured or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeunmatured.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall Company under this Clause 2 will not be affected by any an act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 2 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed Party) including:Lessor): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User Lessee or any other person; (b) the release of the User Lessee or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Company's Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor Lessee or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity Incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User Lessee or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Transaction Document or any other document, however fundamental document or security so that amendment may be and whether references to that Transaction Document in this Clause 2 shall include each variation or not more onerousreplacement; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Transaction Document or any other document; (i) any voluntary document or involuntary liquidationsecurity, dissolutionto the intent that the Company's obligations under this Clause 2 shall remain in full force and their guarantee be construed accordingly, sale as if there were no unenforceability, illegality or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeinvalidity; or (kg) any postponement, discharge, reduction, non-provability or other actsimilar circumstance affecting any obligation of the Lessee under a Transaction Document resulting from any insolvency, event liquidation or omission whichdissolution proceedings or from any law, but regulation or order so that each such obligation shall for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s purposes of the Company's obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 2 be construed as if there were no such circumstance.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall under this schedule 5 will not be affected by any act, circumstance, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this schedule 5 or prejudice or diminish those obligations in whole or in part, including without limitation (whether or not known to the Guarantor it or the Guaranteed Party) including:any other party): (a) any time, waiver, release indulgence or consent waiver granted to, or composition with, the User Borrower or any other person; (b) the any release of the User any Obligor or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against the User, the Guarantor or any other person or and any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security; (c) the taking, including under variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights or remedies against the Agreement and/or this GuaranteeBorrower or other person; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any legal limitation, disability, incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User Borrower or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, variation (however fundamental that amendment may be and whether or not more onerousinvolving an increase in liability of the Borrower) or replacement of a Finance Document or any other document so that references to that Finance Document in this schedule 5 shall include each variation or replacement; (hf) any unenforceability, illegality illegality, invalidity or invalidity frustration of any obligation of any person under the Agreement any Finance Document or any other documentdocument or any failure of any Obligor to become bound by the terms of any Finance Document; (ig) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsreduction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-provability or other similar proceedingscircumstance affecting any obligation of any Obligor under a Finance Document resulting from any insolvency, affecting liquidation or dissolution proceedings or from any law, regulation or order, so that each such obligation shall, for the Guarantor and/or the User or any purposes of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s 's obligations under this Guarantee schedule 5 remain in full force and be construed as if there were no such act, circumstance, variation, omission, matter or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteething.

Waiver of defences. Neither the ‌ The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Agreement will not be affected by any act, omission, matter or thing which, but for this Clause 6, which relates to the principal obligation (or purported obligation) of any of the Obligors under the Senior Finance Documents and which would reduce, release or prejudice any of its obligations under this Agreement, including any personal defenses of any Obligor under the Guarantor’s Senior Finance Documents (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of any of the Obligors under the Senior Finance Documents. The obligations (whether of each Guarantor under this Agreement are independent from any other security or not known guarantee which have been or will be given to the Secured Parties. In particular, the obligations of each Guarantor or under this Agreement will not be affected by any of the Guaranteed Party) includingfollowing: (a) any time, waiver, release waiver or consent granted to, or composition with, any of the User Obligors or any other person; (b) the release of any of the User Obligors or any other person under the terms of any composition or arrangement with any creditorcreditor of any of the Obligors; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against security over assets of, any of the User, the Guarantor Obligors or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any of the User Obligors or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of a Senior Finance Document or any other document or security including without limitation any change in the purpose of, any extension of the Bonds or the issuance of any Subsequent Bonds; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Senior Finance Document, guarantee or any other document; (i) any voluntary agreement, guarantee or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other actinsolvency or similar proceedings. For the avoidance of doubt nothing in this Agreement shall preclude any defenses that any Guarantor (in its capacity as Guarantor only) may have against a Secured Party that its presumed obligations hereunder do not constitute its legal, event valid, binding or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeenforceable obligations.

Waiver of defences. Neither None of the obligations of the Guarantor nor the rights and remedies of the Guaranteed Party any Chargor under this Deed or any Transaction Security shall be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor any Chargor or the Guaranteed any Secured Party) which, but for this provision, would reduce, release, prejudice or provide a defence to any of those obligations including: (a) any time, waiverwaiver or consent, release or consent any other indulgence or concession, in each case, granted to, or composition with, the User any Chargor or any other person; (b) the release of the User any Chargor or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, holding, variation, compromise, exchange, renewal, release, waiver realisation or termination of, or refusal or neglect to perfect, take up or enforce, release by any person of any rights under or obligations against the Userin connection with any security, the Guarantor guarantee or indemnity or any document, including any arrangement or compromise entered into by any Secured Party with any Chargor or any other person; (d) the refusal or failure to take up, hold, perfect or enforce by any person any rights under or in connection with any security, guarantee or indemnity or any non-presentation document (including any failure to present, or non-observance of comply with, any formality or other requirement in respect of any instrument or other document instrument, or any failure to realise the full value of any securityrights against, including under or security over the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of assets of, any breach of the AgreementChargor or any other person); (e) the extension of the time for performance or payment existence of any claim, set-off or other right which any Chargor may have at any time against any Secured Party or any other person; (f) the making, or absence, of any demand for payment or discharge of any Secured Obligations; (fg) any amalgamation, merger or reconstruction that may be effected by the Collateral Agent with any person, including any reconstruction by the Collateral Agent involving the formation of a new company and the transfer of all or any of the assets of the Collateral Agent to that company, or any sale or transfer of the whole or any part of the undertaking and/or assets of the Collateral Agent to any person; (h) any incapacity or lack of power, authority or legal personality or Dissolution, in each case, of any Chargor or dissolution any other person, or any change in the members or status of the User any Chargor or any other person; (gi) any variation, amendment, waiver, release, novation, supplement, extension, restatement, modification, termination, expiryrestatement or replacement of, or other amendment of the Agreement in connection with, any Debt Document or any other documentdocument or any security, guarantee or indemnity, in each case, however fundamental and of whatever nature (and including any amendment that amendment may be and whether increase the liability of any Obligor or not more onerousChargor); (hj) any change in the identity of the Collateral Agent or any other Secured Party or any variation of the terms of the trust upon which the Collateral Agent holds the Transaction Security; (k) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User document or any of the respective assets of either of themsecurity, guarantee or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeindemnity; or (kl) any other actDissolution, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall under this Deed will not be affected by any an act, omission, matter or thing which, but for this Clause 6clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Deed (without limitation and whether or not known to the Guarantor it or the Guaranteed Partyto any Noteholder) including: (a) any part payment, part settlement of account or discharge in part of the Guaranteed Liabilities; (b) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (bc) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any such entity or person; (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gf) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Loan Note Document; (hg) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Loan Note Document; (h) any insolvency or any other documentsimilar proceedings; (i) any voluntary act or involuntary liquidation, dissolution, sale omission which would not have discharged or other disposition affected the liability of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any had it been a principal debtor instead of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;a guarantor; or (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event act or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge except the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies full satisfaction of the Guaranteed Party Liabilities by either the Company or the Guarantor under this GuaranteeDeed.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights under this Clause 18 (Guarantee and remedies of the Guaranteed Party shall indemnity) will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 18 (Guarantee and indemnity) (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither None of the obligations of the Guarantor nor the rights and remedies of the Guaranteed Party any Chargor under this Deed or any Transaction Security shall be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor any Chargor or the Guaranteed any Secured Party) which, but for this provision, would reduce, release, prejudice or provide a defence to any of those obligations including: (a) any time, waiverwaiver or consent, release or consent any other indulgence or concession, in each case, granted to, or composition with, the User any Chargor or any other person; (b) the release of the User any Chargor or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, holding, variation, compromise, exchange, renewal, release, waiver realisation or termination of, or refusal or neglect to perfect, take up or enforce, release by any person of any rights under or obligations against the Userin connection with any security, the Guarantor guarantee or indemnity or any document, including any arrangement or compromise entered into by any Secured Party with any Chargor or any other person; (d) the refusal or failure to take up, hold, perfect or enforce by any person any rights under or in connection with any security, guarantee or indemnity or any non-presentation document (including any failure to present, or non-observance of comply with, any formality or other requirement in respect of any instrument or other document instrument, or any failure to realise the full value of any securityrights against, including under or security over the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of assets of, any breach of the AgreementChargor or any other person); (e) the extension of the time for performance or payment existence of any claim, set-off or other right which any Chargor may have at any time against any Secured Party or any other person; (f) the making, or absence, of any demand for payment or discharge of any Secured Obligations; (fg) any amalgamation, merger or reconstruction that may be effected by the Common Security Agent with any person, including any reconstruction by the Common Security Agent involving the formation of a new company and the transfer of all or any of the assets of the Common Security Agent to that company, or any sale or transfer of the whole or any part of the undertaking and/or assets of the Common Security Agent to any person; (h) any incapacity or lack of power, authority or legal personality or Dissolution, in each case, of any Chargor or dissolution any other person, or any change in the members or status of the User any Chargor or any other person; (gi) any variation, amendment, waiver, release, novation, supplement, extension, restatement, modification, termination, expiryrestatement or replacement of, or other amendment of the Agreement in connection with, any Debt Document or any other documentdocument or any security, guarantee or indemnity, in each case, however fundamental and of whatever nature (and including any amendment that amendment may be and whether increase the liability of any Obligor or not more onerousChargor); (hj) any change in the identity of the Common Security Agent or any other Secured Party or any variation of the terms of the trust upon which the Common Security Agent holds the Transaction Security; (k) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User document or any of the respective assets of either of themsecurity, guarantee or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeindemnity; or (kl) any other actDissolution, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall SIHPL under this Clause 3 will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 3 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any steps undertaken, or to be undertaken by any person in connection with the CVA Proposal and the Company Voluntary Arrangement; (b) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (bc) the release of the User Borrower or any other person under the terms of any composition or arrangement with any creditorcreditor of SIHPL or any Obligor; (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Obligor or any other person; (gf) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Finance Document or any other document or security, subject to the requirement that the SFHG 21/22 Facilities Agreement and Intercreditor Agreement are in Agreed Form. For the avoidance of doubt, the exercise of a right, power or authority expressly provided for pursuant to the terms of this Deed, the SFHG 21/22 Facilities Agreement or Intercreditor Agreement (including, without limitation, any such right, power or authority to release or transfer claims or liabilities) shall not be construed as an amendment for the purposes of determining whether the SFHG 21/22 Facilities Agreement or Intercreditor Agreements are in Agreed Form; (hg) any unenforceability, illegality or invalidity of any obligation of any person under the SFHG 21/22 Facilities Agreement or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kh) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights under this Clause 17 (Guarantee and remedies Indemnity) and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 617.4 (Waiver of defences), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed any Creditor Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Transaction Obligor or any other person; (b) the release of the User any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfectperfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Transaction Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User a Transaction Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 18 will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 18 (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyLender) including: (a) any time, waiver, release waiver or other concession or consent granted to, or composition with, the User any Obligor or any other person; (b) the release or resignation of the User any other Obligor or any other person under the terms of person; (c) any composition or arrangement with any creditorcreditor of any Obligor or other person; (cd) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the UserSecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the AgreementSecurity; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Obligor or any other person; (gf) any supplement, extension, restatement, modification, termination, expiry, amendment (however fundamental) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental that amendment may be and whether document or not more onerousSecurity; (hg) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or Security; (h) any set off, combination of accounts or counterclaim; (i) any voluntary insolvency or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;; or (j) the default this Agreement or failure any other Finance Document not being executed by or binding against any other Obligor or any other party. References in Clause 18.1 to obligations of any Obligor or amounts due will include what would have been obligations or amounts due but for any of the Guarantor to fully perform above, as well as obligations and amounts due which result from any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeabove.

Waiver of defences. Neither the The obligations and liabilities of the Guarantor nor Borrower, HoldCo and the rights and remedies of the Guaranteed Party Sponsor under this Agreement shall not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice such obligations and liabilities or the subordination of any of the Guarantor’s those obligations (whether in whole or not known to the Guarantor or the Guaranteed Party) includingin part, including without limitation: (a) any time, waiverindulgence, release concession, waiver or consent granted to, or composition withwith the Borrower, HoldCo, any other Obligor, the User Sponsor or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, existence, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor Borrower, HoldCo, any other Obligor, the Sponsor or any other person or any non-presentation or non-observance of any formality or other requirement requirements in respect of any instrument or other document or any failure to realise the full value of any security; (c) the making or absence of any demand on the Borrower, including under HoldCo, any other Obligor, the Agreement and/or this GuaranteeSponsor or any other person for payment or (as the case may be) performance; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User Borrower, HoldCo, any other Obligor, the Sponsor or any other person; (e) the failure of any of the Borrower, HoldCo, any other Obligor or the Sponsor to perform any of its obligations under any of the Transaction Documents; (f) the enforcement or absence of enforcement of any of the Transaction Documents; (g) any supplement, extension, restatement, modification, termination, expiry, or other amendment the Winding-up of the Agreement Borrower, HoldCo, any other Obligor, the Sponsor or any other documentperson, however fundamental that amendment may be and whether or not more onerousany step being taken for any such Winding-up; (h) any amendment, supplement or variation to: (i) this Agreement (except to the extent of such amendment, supplement or variation); or (ii) any other Transaction Document or any other charge, guarantee or security provided in connection with the Transaction Documents; (i) any unenforceability, illegality or invalidity of or any defect in any provision of any Transaction Document or any other document or security, such that the obligations of each of the Borrower, HoldCo and the Sponsor under this Agreement shall remain in full force and its obligations be construed accordingly, as if there were no unenforceability, illegality or invalidity. (j) 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 Borrower or other person under the Transaction Documents or any other document or Security or otherwise or any non-presentment or non-observance of any formality or other requirement in respect of any instruments or any failure to realise the full value of any Security; or (k) any unenforceability, illegality or invalidity of any obligation of the Borrower or Security under any person under the Agreement Transaction Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeSecurity.

Waiver of defences. Neither the 20.4.1 The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this clause 20 will not be affected by any an act, omission, matter or thing which, but for this Clause 6clause 20, would reduce, release or prejudice any of the Guarantor’s its obligations under this clause 20 (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the ZPR Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-non presentation or non-non observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, amendment or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental that amendment may be and whether document or not more oneroussecurity; (hf) any amendment, replacement or release of security (waiver of rights under Section 776 of the German Civil Code (BGB)); (g) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kh) any other actinsolvency or similar proceedings. 20.4.2 In addition, event or omission which, but for each Guarantor hereby expressly waives: (a) its defence pursuant to Section 770(1) German Civil Code (BGB) that any of the Obligors’ obligations secured by this provision, would or might operate to offer any legal or equitable guarantee may be avoided (Einrede der Anfechtung); (b) its defence for or impair that the respective Finance Party may satisfy or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies any of the Guaranteed Party relevant Obligors’ obligations secured by this guarantee by the way of set-off (waiver of the defence under Section 770(2) German Civil Code (BGB)); and (c) to the extent possible, its defence pursuant to Section 768(1) German Civil Code (BGB)) that relevant Obligor has a defence against any of the of the Obligors’ obligations secured by this Guaranteeguarantee (Einreden des Hauptschuldners).

Waiver of defences. Neither The liability of the Guarantor under this Guarantee shall be irrevocable, unconditional and absolute, and, without limiting the generality of the foregoing, the obligations of the Guarantor nor shall not be released, discharged, limited or otherwise affected by, and the rights Guarantor hereby waives as against the Administrative Agent for and remedies on behalf of the Guaranteed Party shall be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known Lenders to the Guarantor or the Guaranteed Party) includingfullest extent permitted by applicable Law, any defence relating to: (a) any timeextension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation or consent granted tootherwise unless such extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or composition withrelease shall specifically release the Guarantor from its indebtedness, the User obligations or liabilities hereunder or any other personpart thereof or is a payment of all the Obligations in full; (b) any modification or amendment of or supplement to the release Obligations, including any increase or decrease in the principal, the rates of the User interest or any other person under the terms of any composition or arrangement with any creditoramounts payable in respect thereof; (c) whether the takingHedge Obligations of the Other Loan Parties shall be in respect of commodity risk, variationinterest rate risk, compromisecurrency risk or otherwise and whether on a financial or physical basis, exchangeand whether speculative or not; (d) any defence based upon any incapacity, renewal, release, waiver disability or termination of, lack or refusal limitation of status or neglect to perfect, take up or enforce, power of any rights or obligations against the UserOther Loan Party, the Guarantor or any other person Person or of the directors, officers, employees, partners or agents thereof, or that any Other Loan Party, the Guarantor or any non-presentation other Person may not be a legal entity, or non-observance any irregularity, defect or informality in the borrowing or obtaining of any formality moneys or other requirement credits in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the AgreementObligations; (e) any change in the extension of the time for performance existence, structure, constitution, name, control or payment ownership of any ObligationsOther Loan Party, the Guarantor or any other Person; (f) any incapacity insolvency, bankruptcy, amalgamation, merger, reorganization, arrangement or lack of powerother similar proceeding affecting any Other Loan Party, authority or legal personality of or dissolution or change in the members or status of the User Guarantor or any other personPerson or the assets of any Other Loan Party, the Guarantor or any other Person; (g) any supplement, extension, restatement, modification, termination, expiry, change in the shareholdings or other amendment membership of the Agreement Guarantor through the retirement of one or any other document, however fundamental that amendment may be and whether more partners or not the introduction of one or more onerouspartners or otherwise; (h) any unenforceability, illegality or invalidity the existence of any obligation claim, set-off or other rights which the Guarantor may have at any time against any Other Loan Party, any of any person under the Agreement Lenders, the Administrative Agent or any other documentPerson, whether in connection with the Obligations or any unrelated transactions; (i) any voluntary release or involuntary liquidationnon-perfection or any invalidity, dissolutionillegality or unenforceability relating to or against any Other Loan Party, the Guarantor or any other Person, whether relating to any instrument evidencing the Obligations or any other agreement or instrument relating thereto or any part thereof or any provision of applicable Law purporting to prohibit the payment by any Other Loan Party, the Guarantor or any other Person of any of the Obligations; (j) any limitation, postponement, prohibition, subordination or other restriction on the rights of the Administrative Agent or any Lender to payment of the Obligations or to take any steps in respect thereof, including any stay of proceedings against any Other Loan Party or any direct or indirect guarantor of the Obligations; (k) any release, substitution or addition of any co-signer, endorser, other guarantor or any other Person in respect of the Obligations; (l) any defence arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of: (i) acceptance of this Guarantee; (ii) partial payment or non-payment of all or any part of the Obligations; and (iii) the existence, creation, or incurring of new or additional Obligations; (m) any defence arising by reason of any failure of the Administrative Agent or any Lender to proceed against any Other Loan Party or any other Person, to proceed against, apply or exhaust any security held from any Other Loan Party, the Guarantor or any other Person for the Obligations, or to proceed against or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (n) the benefit of any Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligations; (o) any defence arising by reason of any incapacity, lack of authority, or other defence of any Other Loan Party, the Guarantor or any other Person, or by reason of the cessation from any cause whatsoever of the liability of any Other Loan Party, the Guarantor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission of the Administrative Agent, any Lender or others which directly or indirectly results in the discharge or release of any Other Loan Party, the Guarantor or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise; (p) any defence arising by reason of any failure by the Administrative Agent or any Lender to obtain, perfect or maintain a perfected (or any) Security Interest upon any property of any Other Loan Party, the Guarantor or any other Person or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder of a Security Interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Administrative Agent or any Lender of any right to recourse or collateral; (q) any defence arising by reason of the failure of the Administrative Agent or any Lender to marshal any assets; (r) any defence based upon any failure of the Administrative Agent to give to any Other Loan Party, the Guarantor or any other Person notice of any sale or other disposition of any property securing any or all of the Obligations or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditorsany guarantee thereof, or any defect in any notice that may be given in connection with any sale or other similar proceedingsdisposition of any such property, affecting or any failure of the Administrative Agent or any Lender to comply with any provision of applicable Law in enforcing any Security Interest upon any such property, including any failure by the Administrative Agent or any Lender to dispose of any such property in a commercially reasonable manner; (s) any dealing whatsoever with any Other Loan Party, the Guarantor and/or the User or other Person or any security, whether negligently or not, or any failure to do so; (t) any extinguishment of all or any of the respective assets of either of them, or Obligations for any allegation or contest of reason whatsoever (other than the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeactual satisfaction thereof); or (ku) any other actLaw, event or circumstance which might otherwise constitute a defence available to, or a discharge of the Guarantor, any other act or omission whichto act or delay of any kind by any Other Loan Party, the Administrative Agent, any Lender, the Guarantor or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this provisionSection 5, would or might operate to offer any constitute a legal or equitable defence for discharge, limitation or impair reduction of the obligations of the Guarantor hereunder (other than the payment or discharge satisfaction in full of all of the Obligations). The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish the Guarantor’s obligations under this Guarantee 's subrogation rights, the Guarantor's right to proceed against any Other Loan Party for reimbursement, the Guarantor's right to recover contribution from any other guarantor or prejudicially affect the rights any other right or remedies of the Guaranteed Party under this Guaranteeremedy.

Waiver of defences. Neither the The obligations and liabilities of the Guarantor nor Borrower, and the rights and remedies of the Guaranteed Party Junior Creditor under this Agreement shall not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice such obligations and liabilities or the subordination of any of the Guarantor’s those obligations (whether in whole or not known to the Guarantor or the Guaranteed Party) includingin part, including without limitation: (a) any time, waiverindulgence, release concession, waiver or consent granted to, or composition withwith the Borrower, the User any other Obligor or any other person; (b) the release of the User or any other person under the terms of any composition or arrangement with any creditor; (c) the taking, existence, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor Borrower, any other Obligor, or any other person or any non-presentation or non-observance of any formality or other requirement requirements in respect of any instrument or other document or any failure to realise the full value of any security; (c) the making or absence of any demand on the Borrower, including under any other Obligor or any other person for payment or (as the Agreement and/or this Guaranteecase may be) performance; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User Borrower, the Junior Creditor, any other Obligor or any other person; (ge) the failure of any supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement Borrower, or any other documentObligor to perform any of its obligations under any of the Transaction Documents or the Senior Finance Documents; (f) the enforcement or absence of enforcement of any of the Transaction Documents or the Senior Finance Documents; (g) the Winding-up of the Borrower, however fundamental that amendment may be and whether the Junior Creditor, any other Obligor or not more onerousany other person, or any step being taken for any such Winding-up; (h) any amendment, supplement or variation to: (i) this Agreement (except to the extent of such amendment, supplement or variation); or (ii) any other Transaction Document, Senior Finance Document or any other charge, guarantee or security provided in connection with the Transaction Documents or the Senior Finance Documents; or (i) any unenforceability, illegality or invalidity of or any obligation defect in any provision of any person under the Agreement Transaction Document, any Senior Finance Document or any other document; (i) any voluntary document or involuntary liquidationsecurity, dissolution, sale or other disposition such that the obligations of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any each of the respective assets of either of them, or any allegation or contest of Borrower and the validity of Junior Creditor under this Guarantee Agreement shall remain in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of full force and its obligations pursuant to this Guarantee; or (k) any other actbe construed accordingly, event as if there were no unenforceability, illegality or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeinvalidity.

Waiver of defences. Neither Each Borrower hereby specifically agrees and accepts that the nature of its liability hereunder is joint and several, and that the obligations of that Borrower under the Guarantor nor the rights and remedies of the Guaranteed Party shall Finance Documents will not be affected by any an act, omission, matter or thing which, but for this Clause 66 (Joint and several liability), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 6 (Joint and several liability) (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User other Borrowers or any other person; (b) the release of the User other Borrowers or any other person under the terms of any composition or arrangement with any creditorcreditor of the Borrowers; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor other Borrowers or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User other Borrowers or any other person; (ge) any amendment, novation, supplement, extensionextension (whether of maturity or otherwise) or restatement (in each case, restatement, modification, termination, expiry, however fundamental and of whatsoever nature) or other amendment replacement of the Agreement a Finance Document or any other document, however fundamental that amendment may be and whether document or not more oneroussecurity in relation to the other Borrowers; (hf) any unenforceability, illegality or invalidity of any obligation of the other Borrowers under any person under the Agreement Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any insolvency or similar proceedings in relation to the other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeBorrowers.

Waiver of defences. Neither the obligations The provisions of the Guarantor nor the rights and remedies of the Guaranteed Party shall this Agreement will not be affected by any an act, omission, matter or thing which, but for this Clause 619.4, would reduce, release or prejudice any of the Guarantor’s obligations subordination and priorities expressed to be created by this Agreement including (without limitation and whether or not known to the Guarantor any Secured Party, Debtor or the Guaranteed Party) including:Security Provider): (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Debtor, Security Provider or any other person; (b) the release of the User any Debtor, Security Provider or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Debtor, Security Provider or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Debtor, Security Provider or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, extension (whether of maturity or other amendment of the Agreement otherwise) or any other documentrestatement (in each case, however fundamental that amendment may be and of whatsoever nature, and whether or not more onerous) or replacement of a Debt Document or any other document or security; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Debt Document or any other documentdocument or security; (ig) any voluntary or involuntary liquidation, dissolution, sale or other disposition intermediate Payment of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, Liabilities owing to the Secured Parties in whole or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteepart; or (kh) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The liabilities and obligations of the Guarantor nor the rights and remedies of the Guaranteed Party a Borrower shall not be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) includingimpaired by: (a) this Agreement being or later becoming void, unenforceable or illegal as regards the other Borrower; (b) the Lender entering into any rescheduling, refinancing or other arrangement of any kind with the other Borrower; (c) the Lender releasing the other Borrower or any Security created by a Finance Document; (d) any time, waiver, release waiver or consent granted to, or composition with, with the User other Borrower or any other person; (be) the release of the User other Borrower or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (cf) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor other Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fg) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User other Borrower or any other person; (gh) any amendment, novation, supplement, extension, restatementrestatement (however fundamental, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous) or replacement of a 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; (hi) any unenforceability, illegality or invalidity of any obligation of or any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;security; or (j) the default any insolvency or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the (a) The obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall each Debtor under this Clause 15 will not be affected by any an act, omission, matter or thing which, but for this Clause 615, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 15 (without limitation and whether or not known to the Guarantor it or the Guaranteed Partyany Hedge Counterparty) including: (ai) any time, waiver, release waiver or consent granted to, or composition with, the User any Debtor, any other grantor of Transaction Security or any other person; (bii) the release of the User any other Debtor, any other grantor of Transaction Security or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (ciii) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Debtor, any other grantor of Transaction Security or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fiv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any Debtor, any other grantor of Transaction Security or any other person; (gv) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Hedging Agreement or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any Hedging Liability under any Hedging Agreement or any other document or security; (hvi) any unenforceability, illegality or invalidity of any obligation of any person under the any Hedging Agreement or any other documentdocument or security; (vii) any insolvency or similar proceedings; or (viii) any benefit (beneficio) under Spanish Law, including but not limited to, benefits of prior exhaustion of the main debtor’s assets (excusión), division (división) and order (orden), which shall not in any event apply. (b) Each Debtor irrevocably and unconditionally waives and abandons any and all rights or entitlement which it has or may have under the existing or future laws of the Island of Jersey whether by virtue of the customary law rights of: (i) any voluntary droit de discussion or involuntary liquidationotherwise, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for to require that recourse be had to the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either any other person before any claim is enforced against it in respect of themits obligations under any Hedging Agreement or this Clause 15, and irrevocably and unconditionally undertakes that if at any time proceedings are brought against it in respect of its obligations under any Hedging Agreement or this Clause 15 and any allegation or contest of the validity of this Guarantee other person is not also joined in any such proceeding; (j) proceedings, it will not require that any other person be joined in or otherwise made a party to such proceedings, whether the default or failure formalities required by any law of the Guarantor Island of Jersey whether existing or future in regard to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies obligations of the Guaranteed Party sureties shall or shall not have been complied with or observed; and (ii) droit de division or otherwise, to require that any liability under any Hedging Agreement or this GuaranteeClause 15 be divided or apportioned with any other person or reduced in any manner.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 15 will not be affected by any an act, omission, matter or thing which, but for this Clause 615, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 15 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor, Security Provider or any other person; (b) the release of the User any other Obligor, Security Provider or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group or any other person; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor, Security Provider or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor, Security Provider or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of any Finance Document or any other document or security including 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the any Finance Document or any other document or security; (g) any insolvency or similar proceedings; or (h) this Agreement or any other document; (i) any voluntary Finance Document not being executed by or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) binding upon any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeparty.

Waiver of defences. Neither the (a) The obligations of the each Guarantor nor the rights (other than, except with respect to Clause 18.1 (Guarantee and remedies of the indemnity – Specific Guaranteed Party shall Facilities), CEMEX, Inc.) under this Clause 18 will not be affected by any an act, omission, matter or thing which, but for this Clause 618, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 18 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (ai) any time, waiver, release waiver or consent granted to, or composition with, the User any other Obligor or any other person; (bii) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (ciii) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any other Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fiv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any other Obligor or any other person; (gv) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of a 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; (hvi) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security; (vii) any insolvency, concurso mercantil or similar proceedings; (viii) the existence of any claim, set-off or other right which any of the Guarantors may have at any time against any Obligor, the Agent, any Creditor or any other person, whether in connection with this transaction or with any unrelated transaction; (ix) any provision of applicable law or regulation purporting to prohibit the payment by any Obligor of any amount payable by any Obligor under any Finance Document or the payment, observance, fulfilment or performance of any other obligations to the Creditors, the Agent now or in future existing under or in connection with the Finance Documents, whether direct or indirect, absolute or contingent, due or to become due; (x) any change in the name, purposes, business, capital stock (including the ownership thereof) or constitution of any Obligor; or (xi) any other act or omission to act or delay of any kind by any Obligor, the Agent, the Creditors or any other person or any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge of or defense to any Guarantor’s obligations hereunder. (b) To the extent permitted by applicable law and notwithstanding any contrary principles under the laws of any other jurisdiction, each of the Guarantors (other than, except with respect to Clause 18.1 (Guarantee and indemnity – Specific Guaranteed Facilities), CEMEX, Inc.) hereby waives any and all defences to which it may be entitled, whether at common law, in equity or by statute which limits the liability of, or exonerates, guarantors or which may conflict with the terms of this Clause 18 including failure of consideration, breach of warranty, statute of frauds, merger or consolidation of any Obligor, statute of limitations, accord and satisfaction and usury. Without limiting the generality of the foregoing, each of the Guarantors (other than, except with respect to Clause 18.1 (Guarantee and indemnity – Specific Guaranteed Facilities), CEMEX, Inc.) consents that, without notice to such Guarantor and without the necessity for additional endorsement or consent by such Guarantor, and without impairing or affecting in any way the liability of such Guarantor hereunder, the Agent and the Creditors may at any time and from time to time, upon or without any terms or conditions and in whole or in part: (i) change the manner, place or terms of payment of, and/or change or extend the time or payment of, renew or alter, any of the Guarantors’ obligations under the Finance Documents, any security therefor, or any liability incurred directly or indirectly in respect thereof, and this Clause 18 shall apply to such obligations as so changed, extended, renewed or altered; (ii) exercise or refrain from exercising any rights against any Obligor or others (including the Guarantors) or otherwise act or refrain from acting; (iii) settle or compromise any such obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any such liability (whether due or not) of any Obligor to creditors of any Obligor other than the Agent and the Creditors and Guarantors; (iv) apply any sums by whomsoever paid or howsoever realised, other than payments of the Guarantors of such obligations, to any liability or liabilities of any Obligor under the Finance Documents or any instruments or agreements referred to herein or therein, to the Agent and the Creditors regardless of which of such liability or liabilities of any Obligor under the Finance Documents or any instruments or agreements referred to herein or therein remain unpaid; (v) consent to or waive any breach of, or any act, omission or default under such obligations or any of the instruments or agreements referred to in this Agreement and the other Finance Documents, or otherwise amend, modify or supplement such obligations or any of such instruments or agreements, including the Finance Documents; and/or (vi) request or accept other support of such obligations or take and hold any security for the payment of such obligations, or allow the release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof. (c) Each Guarantor incorporated in Mexico expressly waives, irrevocably and unconditionally: (i) any voluntary right to require any Finance Party first proceed against, initiate any actions before a court or involuntary liquidation, dissolution, sale any other judge or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditorsauthority, or enforce any other similar proceedings, affecting the Guarantor and/or the User rights or security or claim payment from any Obligor or any of the respective assets of either of themother person, or before claiming any allegation or contest of the validity of this Guarantee amounts due from such Guarantor incorporated in any such proceedingMexico hereunder; (jii) any right to which it may be entitled to have the assets of any Borrower, any other Obligor or any other person first be used, applied or depleted as payment of the Obligor’s obligations hereunder, prior to any amount being claimed from or paid by any Guarantor incorporated in Mexico hereunder; (iii) any right to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided among different Guarantors; and (iv) the default or failure benefits of the Guarantor to fully perform orden, excusión, división, quita and espera and any of its obligations pursuant to this Guarantee; or (k) right specified in Articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2829, 2837, 2840, 2845, 2846, 2847 and any other act, event related or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge applicable Articles that are not explicitly set forth herein because of the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies knowledge thereof, of the Guaranteed Party under this GuaranteeCódigo Civil Federal of Mexico and the Código Civil of each State of the Mexican Republic and the Federal District of Mexico.

Waiver of defences. Neither the The obligations of the Guarantor nor the rights Guarantors under this Clause 16 (Guarantee and remedies Indemnity) and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 616.4 (Waiver of defences), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 16 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed any Secured Party) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Transaction Obligor or any other person; (b) the release of the User any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfectperfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Transaction Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User a Transaction Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:): (a) any time, waiver, release time or consent waiver granted to, or composition with, the User any Borrower or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of the User a Borrower or any other person; (ge) any supplement, extension, restatement, modification, termination, expiry, variation (however fundamental) or other amendment replacement of the Agreement a Finance Document so that references to that Finance Document in this Clause 14 shall include each variation or any other document, however fundamental that amendment may be and whether or not more onerousreplacement; (hf) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, to the Agreement intent that the Guarantors' obligations under this Clause 14 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or any other document;invalidity; and (ig) any voluntary or involuntary liquidationpostponement, dissolutiondischarge, sale or other disposition of all or substantially all assetsreduction, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, non-provability or other similar proceedingscircumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, affecting liquidation or dissolution proceedings or from any Back to Contents law, regulation or order so that each such obligation shall, for the Guarantor and/or the User or any purposes of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s Guarantors' obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeClause 14, be construed as if there were no such circumstance.

Waiver of defences. Neither The liability of the Guarantor under this Guarantee shall be irrevocable, unconditional and absolute, and, without limiting the generality of the foregoing, the obligations of the Guarantor nor shall not be released, discharged, limited or otherwise affected by, and the rights Guarantor hereby waives as against the Administrative Agent for and remedies on behalf of the Guaranteed Party shall be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known Lenders to the Guarantor or the Guaranteed Party) includingfullest extent permitted by applicable Law, any defence relating to: (a) any timeextension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any Obligation or consent granted tootherwise unless such extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or composition withrelease shall specifically release the Guarantor from its indebtedness, the User obligations or liabilities hereunder or any other personpart thereof or is a payment of all the Obligations in full; (b) any modification or amendment of or supplement to the release Obligations, including any increase or decrease in the principal, the rates of the User interest or any other person under the terms of any composition or arrangement with any creditoramounts payable in respect thereof; (c) the takingany defence based upon any incapacity, variation, compromise, exchange, renewal, release, waiver disability or termination of, lack or refusal limitation of status or neglect to perfect, take up or enforce, power of any rights or obligations against the UserOther Loan Party, the Guarantor or any other person Person or of the directors, officers, employees, partners or agents thereof, or that any Other Loan Party, the Guarantor or any non-presentation other Person may not be a legal entity, or non-observance any irregularity, defect or informality in the borrowing or obtaining of any formality moneys or other requirement credits in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeObligations; (d) any change in the failure to notify existence, structure, constitution, name, control or ownership of any Other Loan Party, the Guarantor of the occurrence of or any breach of the Agreementother Person; (e) any insolvency, bankruptcy, amalgamation, merger, reorganization, arrangement or other similar proceeding affecting any Other Loan Party, the extension of Guarantor or any other Person or the time for performance or payment assets of any Obligations;Other Loan Party, the Guarantor or any other Person; ​ ​ (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members shareholdings or status membership of the User Guarantor through the retirement of one or any other personmore partners or the introduction of one or more partners or otherwise; (g) the existence of any supplementclaim, extension, restatement, modification, termination, expiry, set-off or other amendment rights which the Guarantor may have at any time against any Other Loan Party, any of the Agreement Lenders, the Administrative Agent or any other documentPerson, however fundamental that amendment may be and whether in connection with the Obligations or not more onerousany unrelated transactions; (h) any unenforceabilityrelease or non-perfection or any invalidity, illegality or invalidity of unenforceability relating to or against any obligation of any person under Other Loan Party, the Agreement Guarantor or any other documentPerson, whether relating to any instrument evidencing the Obligations or any other agreement or instrument relating thereto or any part thereof or any provision of applicable Law purporting to prohibit the payment by any Other Loan Party, the Guarantor or any other Person of any of the Obligations; (i) any voluntary or involuntary liquidationlimitation, dissolutionpostponement, sale prohibition, subordination or other disposition restriction on the rights of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User Administrative Agent or any Lender to payment of the respective assets Obligations or to take any steps in respect thereof, including any stay of either of them, proceedings against any Other Loan Party or any allegation direct or contest indirect guarantor of the validity of this Guarantee in any such proceedingObligations; (j) the default any release, substitution or failure addition of any co-signer, endorser, other guarantor or any other Person in respect of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; orObligations; (k) any defence arising by reason of any failure of the Administrative Agent or any Lender to make any presentment, demand for performance, notice of non-performance, protest, and any other actnotice, event including notice of: (i) acceptance of this Guarantee; (ii) partial payment or non-payment of all or any part of the Obligations; and (iii) the existence, creation, or incurring of new or additional Obligations; (l) any defence arising by reason of any failure of the Administrative Agent or any Lender to proceed against any Other Loan Party or any other Person, to proceed against, apply or exhaust any security held from any Other Loan Party, the Guarantor or any other Person for the Obligations, or to proceed against or to pursue any other remedy in the power of the Administrative Agent or any Lender whatsoever; (m) the benefit of any Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor's obligation in proportion to the principal obligations; (n) any defence arising by reason of any incapacity, lack of authority, or other defence of any Other Loan Party, the Guarantor or any other Person, or by reason of the cessation from any cause whatsoever of the liability of any Other Loan Party, the Guarantor or any other Person with respect to all or any part of the Obligations, or by reason of any act or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guarantee.Administrative Agent, any Lender or others which directly or indirectly results in the discharge or release of any Other Loan Party, the Guarantor or all or any part of the Obligations or any security, or guarantee therefor, whether by operation of law or otherwise; (o) any defence arising by reason of any failure by the Administrative Agent or any Lender to obtain, perfect or maintain a perfected (or any) Security Interest upon any property of any Other Loan Party, the Guarantor or any other Person or by reason of any interest of the Administrative Agent or any Lender in any property, whether as owner thereof or the holder ​

Waiver of defences. Neither the The obligations of the each Guarantor nor the rights under this Clause 21 and remedies of the Guaranteed Party shall under each Finance Document will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 21 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including:including (and each Guarantor hereby waives and consents to): (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) failure of the Agent to give any notice to which any Guarantor is entitled, including, but not limited to, notice of acceptance of this guarantee, the making of loans and advances, demand, protest, notice of protest, notice of non-payment or default; (c) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any Obligor including, without limitation, the surrender or release by the Agent of any Guarantor hereunder; (cd) the taking, variation, compromise, surrender, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (gf) any amendment (however fundamental) modification, supplement, extension, restatementrenewal, modification, termination, expiry, reinstatement or other amendment replacement of the Agreement a Finance Document or any other documentdocument or security including, however fundamental that amendment may be and whether but not limited to, extensions of time for payment of or not more onerousincrease or decrease in any amount of any of the guaranteed obligation, the interest rate, fees, other charges or any collateral; (hg) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other documentdocument or security; (h) any insolvency or similar proceedings including, but not limited to, any financing by the Finance Parties of the Borrowers under Section 364 of the United States Bankruptcy Code or the consent to the use of cash collateral by the Agent under Section 363 of the United States Bankruptcy Code; or (i) the exercise or refraining from the exercise of any voluntary right against the Obligor or involuntary liquidationits assets. No invalidity, dissolution, sale irregularity or other disposition unenforceability of all or substantially all assetsany part of the guaranteed obligations shall affect, marshalling impair or be a defence to this guarantee, nor shall any other circumstance which might otherwise constitute a defence available to a legal or equitable discharge of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit Borrower in respect of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets guaranteed obligations of either any one Guarantor in respect of themthis guarantee affect, impair or be a defence to this guarantee. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if such Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Each Guarantor acknowledges that no Finance Party has made any allegation representations to any Guarantor with respect to any Borrower or contest of otherwise in connection with the validity execution and delivery by Guarantors of this Guarantee guarantee and Guarantors are not in any such proceeding; (j) the default respect relying upon any Finance Party or failure of the Guarantor to fully perform any of its obligations pursuant to statements by any Finance Party in connection with this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeguarantee.

Waiver of defences. Neither the The Guarantor acknowledges and agrees that none of its obligations of the Guarantor nor the rights and remedies of the Guaranteed Party or liabilities under this Guarantee shall be affected by any act, omission, matter or thing whichthat, but for this Clause 62.4, would reduce, release or prejudice any of the Guarantor’s its obligations under this Guarantee (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyGavi) including: (ai) any timeamendment, waivervariation, release novation, supplement, substitution, renewal of any right or consent granted toremedy under, extension or composition with, restatement (however fundamental and whether or not more onerous) or replacement of the User Commitment Agreement or any other persondocument; (bii) the release of the User any act or omission by Gavi or any other person under the terms of in taking up, perfecting, renewing, releasing or enforcing any composition indemnity or arrangement with any creditor; (c) the taking, variation, compromise, exchange, renewal, release, waiver guarantee from or termination of, or refusal or neglect to perfect, take up or enforce, any rights or obligations against the User, the Guarantor Participant or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guaranteeinstrument; (diii) any time, indulgence, waiver, consent or concession granted or agreed to be granted to, or composition with, the failure to notify Participant or any other person under the Guarantor of the occurrence of any breach of the Commitment Agreement; (eiv) the extension any sovereign default, insolvency, bankruptcy, incapacity, lack of power or authority (including, without limitation, any change in government), re- organisation or alteration of the time for performance government of the Participant, or payment any limitation or discharge by operation of any Obligationslaw of the Participant; (fv) any incapacity invalidity, illegality, unenforceability, irregularity of, or lack of powerany defect in, authority or legal personality of or dissolution or change in the members or status any provision of the User Commitment Agreement or any of the actual or purported obligations of the Participant or any other person under or in connection with the Commitment Agreement or any other guarantee; (vi) any claim against or enforcement of payment from the Participant or any other person; (gvii) any supplement, extension, restatement, modification, termination, expiry, purported or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous; (h) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement or any other document; (i) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, actual assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in or the Commitment Agreement by Gavi to any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteeperson; or (kviii) any other act, event or omission whichthat might affect any of the rights, but for this provision, would powers or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under remedies conferred upon Gavi by this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeby law.

Waiver of defences. Neither the The liabilities and obligations of the Guarantor nor the rights and remedies of the Guaranteed Party a Borrower shall not be affected by any act, omission, matter or thing which, but for this Clause 6, would reduce, release or prejudice any of the Guarantor’s obligations (whether or not known to the Guarantor or the Guaranteed Party) includingimpaired by: (a) this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower; (b) the Lender entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower; (c) the Lender releasing any other Borrower or any Security created by a Finance Document; (d) any time, waiver, release waiver or consent granted to, or composition with, the User with any other Borrower or any other person; (be) the release of the User any other Borrower or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (cf) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any other Borrower or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (fg) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User any other Borrower or any other person; (gh) any amendment, novation, supplement, extension, restatementrestatement (however fundamental, modification, termination, expiry, or other amendment of the Agreement or any other document, however fundamental that amendment may be and whether or not more onerous) or replacement of a 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; (hi) any unenforceability, illegality or invalidity of any obligation of or any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding;security; or (j) the default any insolvency or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither the obligations Each of the Guarantor nor Subordinated Parties' and Borrower's obligations under this Deed and the rights and remedies of the Guaranteed Party security constituted by this Deed shall not be affected or impaired by any act, omission, circumstance, matter or thing whatsoever, whether or not known to such Subordinated Party or the Borrower, which, but for this Clause 6provision, would reduce, release or prejudice any of the Guarantor’s its obligations (whether under this Deed or not known to the Guarantor which might otherwise constitute a legal or the Guaranteed Party) equitable discharge or defence of a surety or a guarantor, including: (a) any time, waiver, release composition, forbearance or consent granted to, or composition withconcession given to any of the Subordinated Parties, the User Borrower or any other person; (b) the release any assertion of or failure to assert, or delay in asserting, any right, power or remedy against any of the User Subordinated Parties, the Borrower or any other person under the terms person, or in respect of any composition or arrangement with any creditorsecurity for the Senior Indebtedness; (c) the any taking, variationholding, compromisereviewing, exchangeexchanging, renewalvarying, releasereleasing, waiver waiving or termination ofomitting to take, perfect or refusal enforce any rights, remedies or neglect to perfect, take up security against or enforce, granted by any rights or obligations against the User, the Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of powerSubordinated Parties, authority or legal personality of or dissolution or change in the members or status of the User or any other person; (d) any amplification, amendment, variation (including of rates of interest, commission, fees or charges) or replacement of the provisions of any Financing Agreement or of any other agreement between EBRD and the Borrower; (e) any failure of the Borrower or any of the Subordinated Parties to comply with any requirement of any Applicable Law or Authorisation; (f) the dissolution, winding up, liquidation, reorganisation or other alteration of the legal status, structure, constitution or composition of any of the Subordinated Parties; (g) any supplement, extension, restatement, modification, termination, expiry, purported or other amendment actual assignment of any of the Agreement Senior Indebtedness or any of the Financing Agreements by EBRD to any other document, however fundamental that amendment may be and whether or not more onerousparty; (h) any unenforceabilityact or omission by EBRD, illegality or invalidity of any obligation of any person under other than EBRD, with respect to any rights, powers or remedies of such parties against the Agreement Borrower or any of the Subordination Parties under any of the other documentFinancing Agreements; (i) any voluntary of the Financing Agreements being in whole or involuntary liquidationin part illegal, dissolutionvoid, sale voidable, avoided, invalid, unenforceable, or non-binding, completed or perfected, or otherwise of limited force and effect, or the failure by EBRD to take any guarantee, indemnity or other disposition of all assurance against loss or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (ki) any other act, event circumstance howsoever caused or omission which, but for this provision, would arising and whether or not similar to any of the foregoing (other than payment in full of the Senior Indebtedness by the Borrower or the Sponsor in accordance with the Financing Agreements) which might operate to offer any otherwise constitute a legal or equitable discharge or defence for of a surety or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeguarantor.

Waiver of defences. Neither The validity, enforceability and priority of the obligations of each Guarantor under this Clause 12, including the obligation of each Guarantor nor under Clause 12.1 (Guarantee and Indemnity) to pay the rights and remedies full amount of the Guaranteed Party shall obligations under this Agreement upon maturity, including the total outstanding amount of principal outstanding and all interest accrued hereunder until repaid in full (which obligation is an absolute and unconditional obligation and not subject to defence, offset or reduction), or, as applicable, under any Transaction Security Document to which a Guarantor is party will not be affected affected, impaired, offset or otherwise reduced by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 12 or such Transaction Security Document (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyLender) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of any other Obligor (including the User Borrower) or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group or any Chapter 11 case or order; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, impairment (however fundamental that amendment may be 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 whether pursuant to a Chapter 11 case or order or otherwise; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; document or security, (i) any voluntary or involuntary liquidationincluding all liens, dissolution, sale or other disposition of all or substantially all assets, marshalling pledges of assets and liabilities, receivership, insolvency, bankruptcy, assignment for security interests granted to the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting Lender by the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity Guarantors) including (without limitation) under Clauses 5 (Repayment) and 12 (Guarantee and Indemnity) of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this GuaranteeAgreement; or (kg) any other actthe modification, event or omission whichreduction, but for this provisionimpairment, would or might operate to offer any legal or equitable defence for or impair annulment or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeobligations of the Borrower arising from any insolvency or similar proceedings including, without limitation, any Chapter 11 case involving the Borrower.

Waiver of defences. Neither the obligations of the Guarantor Chargor under this Deed nor the rights and remedies of the Guaranteed Party shall Security Interests will be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of its obligations under the Guarantor’s obligations Swap Agreement or any of the Security Interests (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyCounterparty) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User Chargor, any other Obligor or any other person; (b) the release of the User Chargor, any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of the Chargor, that other Obligor or that other person; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforceenforce any rights against, or security over assets of, the Chargor, any rights or obligations against the User, the Guarantor other Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity (including, in the case of an individual, any death, mental or other incapacity) or lack of power, authority or legal personality of or dissolution or change in the members or status of the User Chargor, any other Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be and whether or not more onerous) or replacement of the Swap Agreement 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 the Swap Agreement or other document or security; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Swap Agreement or any other document;document or security; or (ig) any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditorsliquidation, reorganization, arrangement, composition with creditors, winding up or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guarantee.

Waiver of defences. Neither the The obligations of the Parent Guarantor nor the rights under this Clause 17 (Guarantee and remedies Indemnity – Parent Guarantor) and in respect of the Guaranteed Party shall any Transaction Security will not be affected or discharged by any an act, omission, matter or thing which, but for this Clause 617.4 (Waiver of defences), would reduce, release or prejudice any of the its obligations under this Clause 17 (Guarantee and Indemnity – Parent Guarantor’s obligations ) or in respect of any Transaction Security (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyLender) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Transaction Obligor or any other person; (b) the release of the User any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfectperfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Transaction Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User a Transaction Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the Agreement any Finance Document or any other document; (i) any voluntary document or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guaranteesecurity; or (kg) any other act, event insolvency or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteesimilar proceedings.

Waiver of defences. Neither To the extent permitted by applicable law, the obligations of the Guarantor nor the rights and remedies of the Guaranteed Party shall under this Clause 17 will not be affected by any an act, omission, matter or thing which, but for this Clause 6Clause, would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 17 (without limitation and whether or not known to the Guarantor it or the Guaranteed any Finance Party) including: (a) any time, waiverindulgence, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, take up or enforce, any rights against, or obligations against the Usersecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this Guarantee; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the any Finance Document or any other document or security; (g) any insolvency, court protection or similar proceedings; (h) this Agreement or any other document;Finance Document not being executed by or binding against any other party; or (i) any voluntary other circumstance or involuntary liquidationoccurrence that might constitute a defence available to, dissolutionor discharge of, sale a surety or guarantor, other disposition than the payment and performance in full of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any Liabilities of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this GuaranteeObligors.

Waiver of defences. Neither the The obligations of the each Personal Guarantor nor the rights under this Clause 16 (Guarantee and remedies of the Guaranteed Party shall indemnity) will not be affected by any an act, omission, matter or thing which, but for this Clause 616 (Guarantee and indemnity), would reduce, release or prejudice any of the Guarantor’s its obligations under this Clause 16 (Guarantee and indemnity) (without limitation and whether or not known to the Guarantor it or the Guaranteed PartyLender) including: (a) any time, waiver, release waiver or consent granted to, or composition with, the User any Obligor or any other person; (b) the release of the User any other Obligor or any other person under the terms of any composition or arrangement with any creditorcreditor of the Company; (c) the taking, variation, compromise, exchange, renewal, release, waiver renewal or termination release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or obligations against the UserSecurity over assets of, the Guarantor any Obligor or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or other document or any failure to realise the full value of any security, including under the Agreement and/or this GuaranteeSecurity; (d) the failure to notify the Guarantor of the occurrence of any breach of the Agreement; (e) the extension of the time for performance or payment of any Obligations; (f) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status or death of the User an Obligor or any other person; (ge) any amendment, novation, supplement, extension, restatement, modification, termination, expiry, or other amendment of the Agreement or any other document, restatement (however fundamental that amendment may be 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; (hf) any unenforceability, illegality or invalidity of any obligation of any person under the any Finance Document or any other document or Security; (g) any insolvency or similar proceedings; or (h) this Agreement or any other document; (i) any voluntary Finance Document not being executed by or involuntary liquidation, dissolution, sale or other disposition of all or substantially all assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors, or other similar proceedings, affecting the Guarantor and/or the User or any of the respective assets of either of them, or any allegation or contest of the validity of this Guarantee in any such proceeding; (j) the default or failure of the Guarantor to fully perform any of its obligations pursuant to this Guarantee; or (k) binding upon any other act, event or omission which, but for this provision, would or might operate to offer any legal or equitable defence for or impair or discharge the Guarantor’s obligations under this Guarantee or prejudicially affect the rights or remedies of the Guaranteed Party under this Guaranteeparty.