Common use of Waiver of defences Clause in Contracts

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the obligations of each Company under this Debenture will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Debenture (without limitation and whether or not known to it or any Secured Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party or other person; (b) the release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiaries; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (e) any amendment (however fundamental) or replacement of a Credit Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture); (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or security or of the Secured Obligations; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 21 (Guarantee and Indem­nity) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause 21 (Guarantee and Indemnity) (without limitation and whether or not known to it or any Secured Finance Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal re­fusal or neglect to perfect, take up or enforce, any rights against, or security secu­rity over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution dis­solution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person per­son under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company the Indemnifier under this Debenture Clause 2 will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause 2 (without limitation and whether or not known to it or any Secured Partythe Guarantor) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party the Borrower, the Indemnifier or other person; (b) the release of any other Credit Party the Borrower, the Indemnifier or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party the Borrower, the Indemnifier or other person or any non-presentation or non-non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party the Borrower, the Indemnifier or any other person; (e) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company the Chargor under this Debenture Deed will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)provision, would reduce, release or prejudice any of its obligations under this Debenture Deed (without limitation and whether or not known to it or any Secured Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or any other personperson in respect of any Secured Obligation or any security relating thereto; (b) the release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesarrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any securityperson; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (e) any amendment amendment, novation, supplement, extension, restatement (however fundamentalfundamental and whether or not more onerous) or replacement of a Credit an Interim Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)relating thereto; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Interim Document or any other document or security or of the Secured Obligationsrelating thereto; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 19 will not be affected by, and each Guarantor irrevocably waives any defence it may have by virtue of, an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)19, would reduce, release or prejudice any of its obligations under this Debenture Clause 19 (without limitation and whether or not known to it or any Secured Finance Party) including: (a) any time, forbearance, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment amendment, novation, supplement, extension restatement (however fundamentalfundamental and whether or not more onerous) or replacement of a Credit 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 the Secured Obligations (in each case, any new facility under any Finance Document or other than this Debenture)document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Chargor under this Debenture Clause 2 (Guarantee) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 2 (Waiver of defencesGuarantee), would reduce, release or prejudice any of its obligations under this Debenture Clause 2 (Guarantee) (without limitation and whether or not known to it or any Secured Party) including: (ai) any time, waiver or consent granted to, or composition with, any Credit Loan Party or other person; (bii) the release of any other Credit Loan Party or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (ciii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Loan Party or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (div) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit a Loan Party or any other person; (ev) any amendment amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamentalfundamental and of whatsoever nature) or replacement of a Credit Loan Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (fvi) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Loan Document or any other document or security or of the Secured Obligationssecurity; or (gvii) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to The obligations of each Guarantor under this Clause 23 (Release 18 are independent from the validity or enforceability of Security), the obligations of each Company under this Debenture Borrower and will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause 18 (without limitation and whether or not known to it or any Secured Finance Party) including:including (without limitation): (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment amendment, novation, supplement, extension, restatement (however fundamentalfundamental and whether or not more onerous) or replacement of a Credit 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 the Secured Obligations (in each case, any new facility under any Finance Document or other than this Debenture)document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Chargor under this Debenture Deed will not be affected by an any act, omission, matter omission or thing which, but for this Clause 22.8 (Waiver of defences)provision, would reduce, release or prejudice any of its obligations under this Debenture Deed (without limitation and whether or not known to it or any Secured Party) includingCreditor). This includes: (a) any time, time or waiver or consent granted to, or composition with, any Credit Party or other person; (b) the any release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesarrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party or other person or person; (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (de) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (ef) any amendment (however fundamental) of any of the Credit Documents or replacement any of a Credit Document the Additional Secured Documents or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (fg) any unenforceability, illegality illegality, invalidity or invalidity non-provability of any obligation of any person under any of the Credit Document Documents or Additional Secured Documents or any other document or security or the failure by any member of the Group to enter into or be bound by any of the Credit Documents or Additional Secured ObligationsDocuments; or (gh) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company the Guarantor under this Debenture Clause will not be affected by an any act, omission, matter omission or thing (whether or not known to it or any Finance Party) which, but for this Clause 22.8 (Waiver of defences)provision, would reduce, release or prejudice any of its obligations under this Debenture (without limitation and whether or not known to it or any Secured Party) includingClause. This includes: (a) any time, time or waiver or consent granted to, or composition with, any Credit Party or other person; (b) the any release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesarrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party person (including, without limitation, the right to make a claim against the Sponsor under the Sponsor Construction and Post-Delivery Guarnatee and the neglect to take up or other person or enforce Sponsor Construction and Post-Delivery Guarantee); (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (de) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (ef) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (fg) any unenforceability, illegality illegality, invalidity or invalidity non-provability of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (gh) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 20 (Guarantee and Indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause 20 (Guarantee and Indemnity) (without limitation and whether or not known to it or any Secured Finance Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), Neither the subordination in this Agreement nor the obligations of each Company under this Debenture will not any Junior Finance Party shall be affected in any way by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)6, would reduce, release or prejudice the subordination or any of its the obligations under this Debenture of any Junior Finance Party in whole or in part, (without limitation and whether or not known to it any Junior Finance Party or any Secured PartyObligor or any other person) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of the Borrower any Obligor or its Subsidiariesany other person; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment amendment, novation, supplement, extension, restatement (however fundamentalfundamental and whether or not more onerous) or replacement of a Credit any 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 the Secured Obligations (in each case, any new facility under any Document or other than this Debenture)document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Chargor under this Debenture Deed will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 15.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Debenture Deed (without limitation and whether or not known to it or the Agent or any other Secured Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Chargor, any other Specified Loan Party or other person; (b) the release of any other Credit Chargor, Specified Loan Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower any Chargor, Specified Loan Party or its Subsidiariesany other person; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Chargor, Specified Loan Party or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Chargor, Specified Loan Party or any other person; (e) any amendment (however fundamental) or replacement of a Credit Loan Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Loan Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each the Company under this Debenture Agreement will not be affected by an act, omission, matter or thing which, but for (other than a release of this Agreement in writing pursuant to Clause 22.8 Error! Reference source not found. (Waiver Release of defencesSecurity) or pursuant to Clause Error! Reference source not found. (Assignment and transfer), ) which would reduce, release or prejudice any of its obligations under this Debenture (without limitation and whether or not known to it or any the Secured Party) including: (a) any time, waiver or consent granted to, or composition with, the Company or any Credit Party or other person; (b) the release of any other Credit Party the Company or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesany person; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit the Company, the Secured Party or other any person or any non-presentation non‑presentation or non-observance non‑observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (e) any amendment (however fundamental) or replacement of a Credit Document the Sale and Purchase Agreement, the Deed of Grant or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document the Sale and Purchase Agreement, the Deed of Grant or any other document or security or of the Secured Obligations; orsecurity; (g) any insolvency or similar proceedings; (h) the existence of any claim, set‑off or other right which the Company may at any time have against the Secured Party or any other person; or (i) the making or absence of any demand for payment of any Secured Liabilities or other obligations on the Company or any other person, whether by the Secured Party or any other person.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company the Guarantor under this Debenture Clause will not be affected by an any act, omission, matter omission or thing (whether or not known to it or any Finance Party) which, but for this Clause 22.8 (Waiver of defences)provision, would reduce, release or prejudice any of its obligations under this Debenture (without limitation and whether or not known to it or any Secured Party) includingClause. This includes: (a) any time, time or waiver or consent granted to, or composition with, any Credit Party or other person; (b) the any release of any other Credit Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesarrangement; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party person (including, without limitation, the right to make a claim against the Sponsor under the Sponsor Construction and Post-Delivery Guarantee and the neglect to take up or other person or enforce the Sponsor Construction and Post-Delivery Guarantee); (d) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (de) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (ef) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (fg) any unenforceability, illegality illegality, invalidity or invalidity non-provability of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (gh) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each the Company under this Debenture Agreement will not be affected by an act, omission, matter or thing which, but for (other than a release of this Agreement in writing pursuant to Clause 22.8 17 (Waiver Release of defencesSecurity) or pursuant to Clause 20.2 (Assignment and transfer), ) which would reduce, release or prejudice any of its obligations under this Debenture (without limitation and whether or not known to it or any the Secured Party) including: (a) any time, waiver or consent granted to, or composition with, the Company or any Credit Party or other person; (b) the release of any other Credit Party the Company or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesany person; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit the Company, the Secured Party or other any person or any non-presentation non‑presentation or non-observance non‑observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party or any other person; (e) any amendment (however fundamental) or replacement of a Credit Document the Sale and Purchase Agreement, the Deed of Grant or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document the Sale and Purchase Agreement, the Deed of Grant or any other document or security or of the Secured Obligations; orsecurity; (g) any insolvency or similar proceedings; (h) the existence of any claim, set‑off or other right which the Company may at any time have against the Secured Party or any other person; or (i) the making or absence of any demand for payment of any Secured Liabilities or other obligations on the Company or any other person, whether by the Secured Party or any other person.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company the Guarantor under this Debenture Clause 8.3 (Guarantee and Indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 8.3 (Waiver of defencesGuarantee and Indemnity), would reduce, release or prejudice any of its obligations under this Debenture Clause 8.3 (Guarantee and Indemnity) (without limitation and whether or not known to it or any Secured Partythe Bond Trustee or the Bondholders) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party the Issuer or other person; (b) the release of any other Credit Party the Issuer or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariescreditor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party the Issuer or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party the Issuer or any other person; (e) any amendment amendment, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamentalfundamental and of whatsoever nature) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 17 will not be affected by an any act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)17.4, would reduce, release or prejudice any of its obligations under this Debenture Clause 17 or prejudice or diminish those obligations in whole or in part, including but not limited to (without limitation and whether or not known to it or any Secured Finance Party) including:): (a) any time, waiver or consent granted to, or composition with, any Credit Party the Borrower or other person; (b) the release or discharge of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of powerpowers, authority or legal personality of or dissolution or change in the members or status of any other Credit Party Obligor or any other person; (e) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security so that references to that Finance Document in this Clause 17 shall include each amendment or of the Secured Obligations (in each case, other than this Debenture)replacement; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document Finance Document, or any other document or security or of the Secured Obligations; orsecurity; (g) any insolvency or similar proceedings; or (h) this Agreement or any other Finance Document not being executed by or binding against any other Guarantor or any other party.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause ‎21 (Guarantee and Indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause ‎21 (Guarantee and Indemnity) (without limitation and whether or not known to it or any Secured Finance Party) including: (ai) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (bii) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (ciii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (div) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (ev) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (fvi) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (gvii) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 20 (Guarantee and indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)20.4, would reduce, release or prejudice any of its obligations under this Debenture Clause 20 (Guarantee and indemnity) (without limitation and whether or not known to it or any Secured Finance Party) including: (aA) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (bB) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesGroup; (cC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (dD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (eE) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (fF) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (gG) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 17 (Guarantee and indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause 17 (Guarantee and indemnity) (without limitation and whether or not known to it or any Secured Finance Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesany Group Company; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamentalfundamental and of whatsoever nature) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor and the Parent under this Debenture Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)Clause, would reduce, release or prejudice any of its obligations under this Debenture Clause 18 (without limitation and whether or not known to it or any Secured Party) including: (a) any time, waiver or consent granted to, or composition with, any Credit Party Obligor or the Parent or other person; (b) the release of any other Credit Party Obligor or the Parent or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its Subsidiaries;Group; A07131148/0.28/12 Dec 2006 (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or the Parent or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or the Parent or any other person; (e) any amendment (however fundamental) or replacement of a Credit Finance Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company the Chargor under this Debenture Agreement and this Security will not be affected by an any act, omission, matter or thing which, but for this Clause 22.8 10.10 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Debenture (without limitation Agreement and this Security and whether or not known to it the Chargor or the Security Trustee or any Secured Party) Party including: (a) any time, waiver or consent granted to, or composition with, any Credit UK Restricted Party or other person; (b) the release of any other Credit UK Restricted Party or any other person under the terms of any composition or arrangement with any creditor of the Borrower or its Subsidiariesany UK Restricted Party; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit UK Restricted Party or other person or any non-presentation presentment or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any other security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of of, any other Credit UK Restricted Party or any other person; (e) any amendment (however fundamental) or replacement of a Credit Document or any other document or security or of the Secured Obligations (in each case, other than this Debenture)security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.

Waiver of defences. Without prejudice to Clause 23 (Release of Security), the The obligations of each Company Guarantor under this Debenture Clause 19 will not be affected by, and each Guarantor irrevocably waives any defence it may have by virtue of, an act, omission, matter or thing which, but for this Clause 22.8 (Waiver of defences)19, would reduce, release or prejudice any of its obligations under this Debenture Clause 19 (without limitation and whether or not known to it or any Secured Finance Party) including: (a) any time, forbearance, waiver or consent granted to, or composition with, any Credit Party Obligor or other person; (b) the release of any other Credit Party Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower or its SubsidiariesNEXT Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Credit Party Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Credit Party an Obligor or any other person; (e) any amendment amendment, novation, supplement, extension restatement (however fundamentalfundamental and whether or not more onerous) or replacement of a Credit Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or 0080105-0000405 PA:20488617.7 92 increase in any facility or the addition of the Secured Obligations (in each case, any new facility under any Finance Document or other than this Debenture)document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Credit Finance Document or any other document or security or of the Secured Obligationssecurity; or (g) any insolvency or similar proceedings.