Common use of Survival of Agreement; Severability Clause in Contracts

Survival of Agreement; Severability. (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the other Loan Documents or the Franchisee Loan Documents shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank and the Lenders and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, any other Loan Document or any Franchisee Loan Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event one or more of the provisions contained in the Credit Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Guarantors each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Collateral Agent and the Lenders other Secured Parties and shall survive the making by the Lenders of the Loans, Loans and the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by any of them the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, this Agreement (other than wholly contingent indemnification obligations not yet due and payable) or any other Loan Document or any Franchisee Loan Document is outstanding and unpaid or the LC L/C Exposure does not equal zero (unless collateralized or backstopped on terms satisfactory to the Franchisee LC Exposure does not equal zero Issuing Bank) and as long as the Commitments and the commitments of the Issuing Bank to issue Letters of Credit have not been terminated. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Guarantors any Grantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the other Loan Documents or the Franchisee Loan Documents Agreement shall be considered to have been relied upon by the Administrative Collateral Agent, the Servicer, the Issuing Bank and the Lenders Secured Creditors and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit Notes by the Issuing Bank, Note Issuers and the making sale of the Debentures by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit Note Issuers, regardless of any investigation made by any of them the Secured Creditors or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, any other Loan Document or any Franchisee Loan Document this Agreement is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have not been terminatedunpaid. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. (c) This Agreement shall remain in full force and effect as to all Obligations remaining unpaid, notwithstanding the discharge and payment in full of any and all Obligations owed under any one or more of the Indentures. Upon any such discharge of any one or more of the Indentures, the Grantors hereby agree to enter into such conforming changes hereto as shall be reasonably satisfactory to the Trustee confirming the rights provided hereunder in respect of the remaining Obligations outstanding.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Borrower and Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Guarantee Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, other Lenders and the Issuing Bank and the Lenders Banks and shall survive the making by the Lenders of the Loans, Loans and the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit Banks regardless of any investigation made by any of them such Lenders or such Issuing Banks or on their behalf, and shall continue in full force and effect as long as until all the principal Obligations have been indefeasibly paid in full, the Lenders have no further commitment to lend, the LC Exposure has been reduced to zero and the Issuing Banks have no further commitment to issue Letters of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable Credit under the Credit Agreement, any other Loan Document or any Franchisee Loan Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in the Credit this Guarantee Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by each of UCAR, the Guarantors Borrower and each Subsidiary Guarantor herein and in the any certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Secured Parties and the Lenders each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of execution and delivery to the Lenders of the Franchisee Loans Loan Documents and the issuance by the Servicer Issuing Bank of the Franchisee Letters of Credit Credit, regardless of any investigation made by any of them the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan LC Disbursement or any Fee or any other fee or amount payable under, or in respect of, this Agreement or under any of the Credit Agreement, any other Loan Document or any Franchisee Loan Document Documents is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and so long as any Letter of Credit is outstanding and so long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by Holdings and the Guarantors US Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the other Loan Documents or the Franchisee Loan Documents Agreement shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank and the Lenders Secured Parties and shall survive (except as otherwise provided in the applicable Credit Documents) the making by the Lenders of the Loans, the acceptance and purchase by the Lenders of B/As, the issuance of the Letters of Credit by the Issuing Bank, Letter of Credit Issuer and the making by the Servicer on behalf of execution and delivery to the Lenders of any notes evidencing the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit Loans, regardless of any investigation made by any of them the Lenders or on their behalfbehalf and notwithstanding that the Collateral Agent, any other Agent, the Letter of Credit Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect (except as otherwise provided in the applicable Credit Documents) as long as the principal of of, premium (if any) or any accrued interest on any Loan or Franchisee Loan B/A or any fee or any other fee or amount payable under the Credit Agreement, any other Loan Document or any Franchisee Loan Document Agreement is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero any Letter of Credit is outstanding and as so long as the Commitments have not been expired or terminated. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Guarantors Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Financing Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Euro Collateral Agent and the Lenders Applicable Secured Parties and shall survive the making by the Lenders of the Loans, and the Lender's issuance of and participations in Letters of Credit, the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Loans Second Priority Notes and the issuance by the Servicer of the Franchisee Letters of Credit Third Priority Notes, regardless of any investigation made by any of them the Applicable Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, any other Loan Document or any Franchisee Loan Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have not been terminateduntil this Agreement shall terminate. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by each of UCAR, the Guarantors Borrower and each Subsidiary Guarantor herein and in the any certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Secured Parties and the Lenders each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans, the execution and delivery to the Lenders of the Loan Documents and the issuance by any Fronting Bank of the Letters of Credit by the Issuing BankCredit, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by any of them the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan L/C Disbursement or any Fee or any other fee or amount payable under, or in respect of, this Agreement or under any of the Credit Agreement, any other Loan Document or Documents (other than any Franchisee Local Facility Loan Document that is not supported in any way by any Loan Document (other than another Local Facility Loan Document)) is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and so long as any Letter of Credit is outstanding and so long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Guarantors any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Collateral Agent and the Lenders other Secured Parties and shall survive the making by the Lenders of the Loans, Loans and the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by any of them the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, this Agreement or any other Loan Document or any Franchisee Loan Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments and the commitment of the Issuing Bank to issue Letters of Credit under the Credit Agreement have not been terminated. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Term Loan Obligations and the Other Obligations, respectively, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Guarantors any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Euro Collateral Agent and the Lenders other Secured Creditors and shall survive the making by the Lenders of the Loans, and the Lender’s issuance of the and participations in Letters of Credit and the provision of Bank Related Debt by the Issuing BankHedge Banks, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by any of them the Secured Creditors or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, any other Loan Document or any Franchisee Loan Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have not been terminated. (b) until this Agreement shall terminate. In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Survival of Agreement; Severability. (a) All covenants, agreements representations agreements, representations, warranties and warranties guarantees made by the Guarantors herein Borrower and each Guarantor hereunder and in the any certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank and the Lenders Secured Parties and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf Swingline Lender of the Lenders Swingline Loans and the purchase by the Tranche A Exchange Note Purchasers of the Franchisee Loans Tranche A Exchange Notes, the execution and delivery to the Tranche A Exchange Note Purchasers of the Tranche A Exchange Notes, and the issuance by the Servicer Fronting Bank of the Franchisee Letters any Letter of Credit Credit, regardless of any investigation made by any of them the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan on, or any other fee or amount payable under the Credit Agreementor in respect of, any Loan, Swingline Loan, Tranche A Exchange Note or Letter of Credit, or this Agreement or, without duplication of the foregoing, under any of the other Loan Document or any Franchisee Loan Document Documents, is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as so long as the Commitments and the LC Commitment have not been terminated. (b) In the event case any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements agreements, representations and warranties made by the Guarantors each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Agreement or any other Loan Documents or the Franchisee Loan Documents Indenture Document shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank Trustee and the Lenders other Secured Parties and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit by the Issuing BankNotes, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by any of them the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan Note or any other fee or amount payable under the Credit Agreement, this Agreement or any other Loan Document or any Franchisee Loan Indenture Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have not been terminatedunpaid. (b) Each provision of this Agreement shall be considered separable. In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. (c) Nothing in this Agreement is intended to, and shall not, constitute the Trustee or any of the Secured Parties or any person other than the Pledgors as members of any Unlimited Liability Company for the purposes of the Companies Act (Nova Scotia) until such time as notice is given to the relevant Pledgor and further steps are taken under this Agreement to register the Trustee or its nominee as holder of the Collateral comprising the shares of such Unlimited Liability Company. To the extent any provision of this Agreement would have the effect of constituting the Trustee or any of the Secured Parties as a member of an Unlimited Liability Company prior to such time, such provision shall be severed herefrom and rendered ineffective (x) only to the extent that such terms apply to the Trustee and the Secured Parties, and (y) only with respect to Collateral comprising of the shares of such Unlimited Liability Company, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that does not comprise of the shares of an Unlimited Liability Company.

Survival of Agreement; Severability. (a) All covenants, agreements ----------------------------------- agreements, representations and warranties made by Holdings and the Guarantors US Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the other Loan Documents or the Franchisee Loan Documents Agreement shall be considered to have been relied upon by the Administrative Agent, the Servicer, the Issuing Bank and the Lenders Secured Parties and shall survive (except as otherwise provided in the applicable Credit Documents) the making by the Lenders of the Loans, the acceptance and purchase by the Lenders of B/As, the issuance of the Letters of Credit by the Issuing Bank, Letter of Credit Issuer and the making by the Servicer on behalf of execution and delivery to the Lenders of any notes evidencing the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit Loans, regardless of any investigation made by any of them the Lenders or on their behalfbehalf and notwithstanding that the Collateral Agent, any other Agent, the Letter of Credit Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect (except as otherwise provided in the applicable Credit Documents) as long as the principal of of, premium (if any) or any accrued interest on any Loan or Franchisee Loan B/A or any fee or any other fee or amount payable under the Credit Agreement, any other Loan Document or any Franchisee Loan Document Agreement is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero any Letter of Credit is outstanding and as so long as the Commitments have not been expired or terminated. (b) In the event any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, covenants and agreements representations and warranties made by the Guarantors Company and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or pursuant to this Agreement, the other Loan Documents or the Franchisee Loan Documents shall be considered to have been relied upon by the Administrative Agent, the ServicerIssuing Bank, the Issuing Bank Lenders and the Lenders each Guarantor and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit by the Issuing Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Revolving Loans and the issuance by the Servicer Issuing Bank of the Franchisee Letters of Credit regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Franchisee Loan Revolving Loans or any other fee or amount payable under the Credit Agreement, Agreement or this Agreement or under any of the other Loan Document Documents or in respect of any Franchisee Loan Document Letter of Credit is outstanding and unpaid or unpaid, the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminatedterminated or any Letter of Credit is outstanding. (b) In the event case any one or more of the provisions contained in the Credit this Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.