Common use of Waiver of defences Clause in Contracts

Waiver of defences. Neither the obligations of the Borrower under this Assignment nor the Security and the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law, shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Borrower or any other person or any change in the status, function, control or ownership of the Borrower or any such person; (b) any of the Secured Obligations or any other security held by the Collateral Agent in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity held by the Collateral Agent in respect thereof; (e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity held by the Collateral Agent in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law.

Waiver of defences. Neither the obligations of the Borrower under Guarantors contained in this Assignment Agreement nor the Security and the rights, powers and remedies conferred on the Collateral Agent Finance Parties in respect of the Guarantors by this Assignment Agreement or by law, Law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the any Borrower or any other person or any change in the status, function, control or ownership of the any Borrower or any such person; (b) any of the Secured Obligations obligations of any Borrower or any other security person under any Finance Document or any Security held by the Collateral Agent in respect thereof any 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 the any Borrower or any other person in respect of the Secured Obligations its obligations or any of them or (ii) in respect of any other security held by the Collateral Agent in respect thereofgranted under any Finance Documents; (d) unless otherwise agreed, any amendment to, or any variation, waiver or release of, the Secured Obligations any obligation of, or any of them Security granted by, any Borrower or any other security, guarantee or indemnity held by the Collateral Agent in respect thereofperson under any Finance Document; (e) any total or partial failure to take take, or perfect perfect, any security Security proposed to be taken in respect of the Secured Obligations obligations of any Borrower or any of themother person under the Finance Documents; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity security held by the Collateral Agent any Finance Party in respect of the Secured Obligations or any of themBorrower’s obligations under any Finance Document; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any of the Borrower Guarantors under this Assignment, the Security Agreement or any of the rights, powers and or remedies conferred on upon the Collateral Agent Finance Parties or any of them by this Assignment Agreement or by lawLaw.

Waiver of defences. Neither the obligations of the Borrower Company under this Assignment nor the Security and the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law, shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Borrower Company or any other person or any change in the status, function, control or ownership of the Borrower Company or any such person; (b) any of the Secured Obligations or any other security held by the Collateral Agent in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower Company or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity held by the Collateral Agent in respect thereof; (e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity held by the Collateral Agent in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower Company under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law.

Waiver of defences. Neither the obligations of the Borrower Company under this Assignment nor the Security and the rights, powers and remedies conferred on the Collateral Agent Delegate by this Assignment or by law, shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation of the Borrower Company or any other person or any change in the status, function, control or ownership of the Borrower Company or any such person; (b) any of the Secured Obligations or any other security held by the Collateral Agent Delegate in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower Company or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent Delegate in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity held by the Collateral Agent Delegate in respect thereof; (e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity held by the Collateral Agent Delegate in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower Company under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent Delegate by this Assignment or by law.

Waiver of defences. Neither the obligations of the Borrower under Guarantors contained in this Assignment Agreement nor the Security and the rights, powers and remedies conferred on the Collateral Agent Finance Parties in respect of the Guarantors by this Assignment Agreement or by law, Law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation re-organisation of the Borrower or any other person or any change in the status, function, control or ownership of the Borrower or any such person; (b) any of the Secured Obligations obligations of the Borrower or any other person under any Finance Document or any security held by the Collateral Agent in respect thereof any 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 the Borrower or any other person in respect of the Secured Obligations its obligations or any of them or (ii) in respect of any other security held by the Collateral Agent in respect thereofgranted under any Finance Documents; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations any obligation of, or any of them security granted by, the Borrower or any other security, guarantee or indemnity held by the Collateral Agent in respect thereofperson under any Finance Document; (e) any total or partial failure to take take, or perfect perfect, any security proposed to be taken in respect of the Secured Obligations obligations of the Borrower or any of themother person under the Finance Documents; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity security held by the Collateral Agent any Finance Party in respect of the Secured Obligations or Borrower’s obligations under any of themFinance Document; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any of the Borrower Guarantors under this Assignment, the Security Agreement or any of the rights, powers and or remedies conferred on upon the Collateral Agent Finance Parties or any of them by this Assignment Agreement or by lawLaw.

Waiver of defences. Neither the obligations of the Borrower under this Assignment Charge nor the Security Documents and the rights, powers and remedies conferred on the Collateral Agent Secured Party by this Assignment Charge or by law, law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation re-organisation of the Borrower or any other person or any change in the status, function, control or ownership of the Borrower or any such person; (b) any of the Secured Obligations or any other security held by the Collateral Agent Secured Party in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent Secured Party in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity security held by the Collateral Agent Secured Party in respect thereof; (e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity security held by the Collateral Agent Secured Party in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower under this Assignmenthereunder, the Security or any of the rights, powers and remedies conferred on the Collateral Agent Secured Party by this Assignment Charge or by law.

Waiver of defences. Neither the The obligations of the Borrower Subordinated Creditor under this Assignment nor the Security and the rightsDeed shall not be affected by any act, powers and remedies conferred on the Collateral Agent by omission or circumstances which but for this Assignment or by law, shall be discharged, impaired provision might operate to release or otherwise affected by:exonerate the Subordinated Creditor from its obligations under this Deed or affect such obligations in whole or in part including (whether or not known to the Subordinated Creditor or any Secured Party): (a) any time or waiver granted to, or composition with, the winding-up, dissolution, administration Company or reorganisation of the Borrower or any other person or any change in the status, function, control or ownership of the Borrower or any such person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any of rights against, or security over assets of, the Secured Obligations Company or other person or any non-presentment or non-observance of any formality or other security held by the Collateral Agent requirement in respect thereof being of any instruments or becoming illegal, invalid, unenforceable or ineffective in any respectfailure to realise the full value of any security; (c) any time incapacity or other indulgence being granted lack of powers, authority or agreed to with legal personality of or dissolution or change in the Borrower members or status of, the Company or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereofperson; (d) any amendment to, variation (however fundamental) or any variation, waiver or release of, the Secured Obligations or any replacement of them a Loan Document or any other security, guarantee document or indemnity held by the Collateral Agent security so that references to that Loan Document in respect thereofthis Clause 9 shall include each variation or replacement; (e) any total unenforceability, illegality, frustration or partial failure to take or perfect invalidity of any security proposed to be taken in respect obligation of the Secured Obligations any person under any Loan Document or any of them;other document or security, to the intent that the Subordinated Creditor’s obligations under this Deed shall remain in full force, as if there were no unenforceability, illegality or invalidity; and (f) any total or partial failure to realise the value of, or any releasepostponement, discharge, exchange reduction, non-provability or substitution of, other similar circumstance affecting any other security, guarantee or indemnity held by the Collateral Agent in respect obligation of the Secured Obligations Company under a Loan Document resulting from any insolvency, liquidation or dissolution proceedings or from any of them; or (g) any other actlaw, event regulation or omission which might operate to discharge, impair or otherwise affect order so that each such obligation shall for the obligations purposes of the Borrower Subordinated Creditor’s obligations under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by lawDeed be construed as if there were no such circumstances.

Waiver of defences. Neither the obligations of the Borrower Chargor under this Assignment Charge nor the Security and the rights, powers and remedies Rights conferred on the Collateral Security Agent by this Assignment Charge or by law, law shall be discharged, impaired or otherwise affected byby reason of: (a) the winding-up, dissolution, administration or reorganisation of the Borrower any Insolvency Event in relation to any Obligor or any other person or any change in the status, function, control or ownership of the Borrower any Obligor or any such other person; (b) any of the Secured Obligations or any other security held by Security which the Collateral Security Agent or any other Secured Party may have in respect thereof of the Secured Obligations or any of them being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted to or agreed to with the Borrower any Obligor or any other person with regard to the Secured Obligations or any of them or with regard to any other security which the Security Agent or the other Secured Party may have in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereofthem; (d) any release of or amendment to, or to any variation, waiver or release of, the Secured Obligations or any of them or any other securitySecurity, guarantee or indemnity held by the Collateral Agent in respect thereofindemnity; (e) any total or partial failure to take or perfect any security Security which is offered or proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other securitySecurity, guarantee or indemnity held by which the Collateral Security Agent or the other Secured Party may have in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of an Obligor, the Borrower security created under this Assignment, the Security Charge or any of the rights, powers and remedies Right conferred on the Collateral Security Agent by this Assignment Charge or by law.

Waiver of defences. Neither the obligations of the Borrower under Guarantors contained in this Assignment Agreement nor the Security and the rights, powers and remedies conferred on the Collateral Agent Finance Parties in respect of the Guarantors by this Assignment Agreement or by law, Law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation re-organisation of the Borrower Borrowers or any other person or any change in the status, function, control or ownership of the Borrower Borrowers or any such person; (b) any of the Secured Obligations obligations of the Borrowers or any other person under any Finance Document or any security held by the Collateral Agent in respect thereof any 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 the Borrower Borrowers or any other person in respect of the Secured Obligations its obligations or any of them or (ii) in respect of any other security held by the Collateral Agent in respect thereofgranted under any Finance Documents; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations any obligation of, or any of them security granted by, the Borrowers or any other security, guarantee or indemnity held by the Collateral Agent in respect thereofperson under any Finance Document; (e) any total or partial failure to take take, or perfect perfect, any security proposed to be taken in respect of the Secured Obligations obligations of the Borrowers or any of themother person under the Finance Documents; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity security held by the Collateral Agent any Finance Party in respect of the Secured Obligations or Borrowers’ obligations under any of themFinance Document; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any of the Borrower Guarantors under this Assignment, the Security Agreement or any of the rights, powers and or remedies conferred on upon the Collateral Agent Finance Parties or any of them by this Assignment Agreement or by lawLaw.

Waiver of defences. Neither the The obligations of the Borrower Guarantors under this Assignment nor Deed and the Security and the rights, powers and remedies conferred on the Collateral Agent created or expressed to be created by this Assignment Deed shall not be discharged or by law, shall be discharged, impaired or otherwise affected by: (a) the winding-upany time, dissolutionindulgence, administration concession, waiver or reorganisation of the Borrower consent at any time given to any Obligor or any other person or any change in the status, function, control or ownership of the Borrower or any such personPerson; (b) any amendment to any of the Secured Obligations Transaction Documents or any other security held by the Collateral Agent in respect thereof being agreement, Security, guarantee, indemnity, right, remedy or becoming illegal, invalid, unenforceable or ineffective in any respectlien; (c) the making or absence of any time or other indulgence being granted or agreed to with the Borrower demand on any Obligor or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereofPerson for payment; (d) any amendment to, the enforcement or any variation, waiver or release of, the Secured Obligations or absence of enforcement of any of them the Transaction Documents or any other securityagreement, guarantee Security, guarantee, indemnity, right, remedy or indemnity held by the Collateral Agent in respect thereoflien; (e) the taking, existence, discharge or release of any total agreement, Security, guarantee, indemnity, right, remedy or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of themlien; (f) the insolvency, dissolution, liquidation, winding up, amalgamation, reconstruction, reorganisation, change in constitution, bankruptcy, death, insanity, disability or incapacity of any total Obligor or partial failure to realise any other Person (or the value ofcommencement of any of the foregoing); (g) the irregularity, illegality, invalidity or unenforceability of or any defect in any provision of any of the Transaction Documents or any other agreement, Security, guarantee, indemnity, right, remedy or lien, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity held by the Collateral Agent in respect of the Secured Obligations or obligations of any of themthe parties thereunder; (h) any change in the constitution of the Company whether by way of amalgamation, consolidation, reconstruction or otherwise; (i) any failure of the Company to perform its obligations under any of the Transaction Documents in accordance with the terms thereof; or (gj) any other act, event matter or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by lawthing whatsoever.

Waiver of defences. Neither the obligations (a) The liability of the Borrower under Debt Guarantor hereunder in respect of the Guaranteed Obligations shall not be prejudiced, affected or diminished by any act, omission, circumstance, matter or thing which but for this Assignment nor the Security and the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by law, shall be discharged, impaired provision might operate to release or otherwise affected byexonerate the Debt Guarantor from its obligations hereunder in whole or in part, including, without limitation: (ai) any extension of time, waiver or consent granted to, or composition with any Obligor or any other person; or (ii) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; or (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights, remedies or security against any Obligor or any other person; or (iv) any variation of or extension of the due date for performance of any term of any agreement in connection with the Guaranteed Obligations, including this Agreement (with the intent that the Debt Guarantor's obligations in respect of the Guaranteed Obligations shall apply to such term as varied or in respect of the extended due date) or any increase, reduction, exchange, acceleration, renewal, surrender, release or loss of or failure to perfect any of the Guaranteed Obligations or any security therefor or any non-presentment or non-observance of any formality in respect of any instruments; or (v) any irregularity, unenforceability or invalidity of any of the Transaction Security or of the obligations (including the Guaranteed Obligations) of any other person or any present or future law or order of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect such obligations with the intent that the Debt Guarantor's obligations under this Agreement shall remain in full force and this Agreement shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; or (vi) the winding-up, dissolutionadministration, administration insolvency, appointment of a business rescue practitioner or reorganisation any similar proceedings; or (vii) any change in the name or constitution of any Obligor, the Borrower Debt Guarantor, any Noteholder or any other person; or (viii) any legal limitation, disability, incapacity or other circumstances relating to any Obligor or any other person or any change in the status, function, control amendment or ownership supplement to or variation of the Borrower or any such person;Notes Documents. (b) The Noteholders shall not be concerned to see or investigate the powers or authorities of any Obligor or its officers or agents, and Guaranteed Obligations incurred in the purported exercise of such powers or authorities or by any person purporting to be or represent any Obligor shall be deemed to form a part of the Secured Obligations or any other security held by the Collateral Agent in respect thereof being or becoming illegalGuaranteed Obligations, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity held by the Collateral Agent in respect thereof; (e) any total or partial failure to take or perfect any security proposed to and "Guaranteed Obligations" shall be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity held by the Collateral Agent in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower under this Assignment, the Security or any of the rights, powers and remedies conferred on the Collateral Agent by this Assignment or by lawconstrued accordingly.

Waiver of defences. Neither the obligations of the Borrower under this Assignment Charge nor the Security Documents and the rights, powers and remedies conferred on the Collateral Agent Trustee by this Assignment Charge or by law, law shall be discharged, impaired or otherwise affected by: (a) the winding-up, dissolution, administration or reorganisation re-organisation of the Borrower Borrower, the Company or any other person or any change in the status, function, control or ownership of the Borrower Borrower, the Company or any such person; (b) any of the Secured Obligations or any other security held by the Collateral Agent Trustee in respect thereof being or becoming illegal, invalid, unenforceable or ineffective in any respect; (c) any time or other indulgence being granted or agreed to with the Borrower Borrower, the Company or any other person in respect of the Secured Obligations or any of them or in respect of any other security held by the Collateral Agent Trustee in respect thereof; (d) any amendment to, or any variation, waiver or release of, the Secured Obligations or any of them or any other security, guarantee or indemnity security held by the Collateral Agent Trustee in respect thereof; (e) any total or partial failure to take or perfect any security proposed to be taken in respect of the Secured Obligations or any of them; (f) any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any other security, guarantee or indemnity security held by the Collateral Agent Trustee in respect of the Secured Obligations or any of them; or (g) any other act, event or omission which might operate to discharge, impair or otherwise affect the obligations of the Borrower under this Assignmentor the Company hereunder, the Security or any of the rights, powers and remedies conferred on the Collateral Agent Trustee by this Assignment Charge or by law.