Common use of Survival of Agreement; Severability Clause in Contracts

Survival of Agreement; Severability. (a) All covenants, agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing Bank, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, covenants and agreements and representations and warranties made by the Borrower Company and each QEPM Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with this Agreement shall be considered to have been relied upon by the Lenders and Company, each other QEPM Subsidiary Guarantor and shall survive the making by the Lenders of the Loans Guarantor, and the issuance of Letters of Credit by any Issuing Bank, Third Party Beneficiaries (as defined in Section 11 below) and shall continue in full force and effect as long as the principal of or any Obligation accrued interest or any other fee or amount payable under the Credit Agreement, this Agreement, any Loan Document, the Indentures, or any document relating to the Indentures is outstanding and unpaid and as long as the Commitments under the Credit Agreement have not been terminated. (b) In the event that any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Lender and shall survive the making by the Lenders Lender of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have Revolving Commitment has not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Administrative Agent and each Subsidiary Guarantor the other Guaranteed Parties and shall survive the making by the Lenders of the Loans Revolving Credit Advances and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by the Guaranteed Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Revolving Credit Advance or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as unpaid, the LC Exposure does not equal zero or has not been Cash Collateralized or the Commitments and the LC Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Senior Loan Document shall be considered to have been relied upon by the Lenders Senior Collateral Agents and each Subsidiary Guarantor the other Senior Secured Parties and shall survive the making by the Senior Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by any Senior Secured Party or on its behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Senior Loan Document is outstanding and unpaid or the 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 this Agreement or in any other Senior 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.

Survival of Agreement; Severability. (a) All covenants, agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Operative Documents shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Guaranteed Parties and shall survive the making by the Lenders Participants of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Operative Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Operative 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of any Letters of Credit by any Issuing BankBank regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Reimbursement Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making of the Guaranty by the Lenders Fund Guarantors regardless of any investigation made by the Loans and the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as any Reimbursement Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Administrative Agent and the other Lenders and each Subsidiary Guarantor and shall survive the execution and delivery of this Agreement and the making by the Lenders of the Loans Loans, the acceptance and purchase of any B/As and the issuance of any Letters of Credit Credit, regardless of any investigation made by any Issuing Bankof them or on their behalf and notwithstanding that the Administrative Agent or any other 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 as long as the principal of or any Obligation accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not expired or been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Credit Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Credit 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.

Survival of Agreement; Severability. (a) All covenants, agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Operative Documents shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Guaranteed Parties and shall survive the making by the Lenders Participants of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Operative Document is outstanding and unpaid and as long as the Facility Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Operative 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Indenture Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making issuance of the Notes, regardless of any investigation made by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Note or any other amount payable under this Agreement or any other Indenture Document is outstanding and unpaid and as long as the Commitments have not been terminatedunpaid. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and Loans, regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and Loans, the issuance of the Letters of Credit by the Issuing Bank and the execution and delivery to the Lenders of the Notes evidencing such Loans, regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Credit Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor herein or the Pledgors in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor other parties hereto and shall survive the making by the Lenders execution and delivery of the Loan Documents and the making of any Loans and the issuance of any Letters of Credit Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing BankBank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any Fee or any other amount payable under this Agreement (other than claims not yet asserted, including as to indemnification claims) is outstanding and unpaid or 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 Any provision of the provisions contained in this Agreement should held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, no party hereto shall as to such jurisdiction, be required ineffective to comply with the extent of such provision for so long as such provision is held to be invalidinvalidity, illegal illegality or unenforceable, but unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Agent and the other Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and Advances regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankLenders or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have Commitment shave not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any the Issuing Bank, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminatedterminated or the L/C Exposure does not equal zero. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any the Issuing Bank, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminatedterminated or the LC Exposure does not equal zero. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making of the Loans by the Lenders regardless of any investigation made by the Loans and the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as any Revolver Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and Loans, regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankLenders or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any fee or other amount payable under the Loan Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, covenants and agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Lender and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankLoans, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid and as long as the Commitments have Revolving Commitment has not been terminated. (b) In the event any case one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, covenants and agreements and representations and warranties made by the Borrower Company and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Administrative Agent, the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing Bank, and shall continue in full force and effect as long as the principal of or any Obligation is outstanding and unpaid and as long as accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents, the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement shall be considered con sidered to have been relied upon by the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by any the Issuing Bank, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding until the indefeasible payment in full in cash of the Obligations and unpaid and as long as the Commitments have not been terminatedtermination of the Commitments. (b) In the event If any one or more provision of the provisions contained in this Agreement 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 invalidillegal, illegal invalid or unenforceableunenforceable under any present or future Law, but and if the validityrights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, legality (i) such provision will be fully severable, (ii) this Agreement will be construed and enforceability of enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions contained herein shall of this Agreement will remain in full force and effect and will not in any way be affected by the illegal, invalid or impaired thereby unenforceable provision or by its severance herefrom and (it being understood that the invalidity of a particular provision iv) in a particular jurisdiction shall not in and of itself affect the validity lieu of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalidillegal, illegal invalid or unenforceable provisions with provision, there will be added automatically as a part of this Agreement a legal, valid provisions the economic effect of which comes and enforceable provision as close as possible similar in terms to that of the invalidsuch illegal, illegal invalid or unenforceable provisionsprovision as may be possible.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders U.K. Administrative Agent and each Subsidiary Guarantor the other Euro Secured Parties and shall survive the making by the Lenders of the Loans and regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankEuro Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminatedunpaid. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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-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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Representative and each Subsidiary Guarantor and the other Secured Parties and, except for any terminations, amendments or modifications thereof in accordance with the terms hereof or thereof, shall survive the making by the Lenders of the Loans and regardless of any investigation made by the issuance of Letters of Credit by Secured Parties or on their behalf, and, except for any Issuing Banktermination, and amendments or modifications thereof in accordance with the terms hereof, shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Grantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Lender and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Lenders Lender or on their behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the Loans and time any credit is extended under the issuance of Letters of Credit by any Issuing BankAgreement, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminateduntil this Security Agreement shall terminate. (b) In the event any one or more of the provisions contained in this Security Agreement or any other 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 or 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Agent and each Subsidiary Guarantor the Banks and shall survive the making by the Lenders Banks of the Loans and regardless of any investigation made by the issuance of Letters of Credit by Agent or any Issuing BankBank or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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-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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Senior Debt Document shall be considered to have been relied upon by the Lenders Senior Collateral Agent and each Subsidiary Guarantor the other Senior Secured Parties and shall survive the making by the Lenders Senior Banks of the Loans and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by the Senior Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Senior Debt Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Senior Debt 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.

Survival of Agreement; Severability. (a) All covenants, agreements and ------------------------------------ agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and Loans, regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by or on behalf of the Borrower and each Subsidiary Guarantor herein Guarantors herein, in the Credit Agreement, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Administrative Agent and each Subsidiary Guarantor the Guarantied Parties and shall survive the making by the Lenders of the Loans and the issuance by the Issuing Lender of the Letters of Credit regardless of any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments Termination Conditions have not been terminatedsatisfied. (b) In the event any one or more of the provisions contained in this Agreement Guaranty or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent, the Issuing Bank and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Revolving Loans and the issuance by the Issuing Bank of Letters of Credit regardless of any investigation made by the Administrative Agent, the Issuing Bank or any Issuing BankLender or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Revolving Loan or any other fee or amount payable under this Agreement or any other Loan Document or in respect of any Letter of Credit is outstanding and unpaid and as long as unpaid, the Revolving Commitments have not been terminatedterminated or any Letter of Credit is outstanding. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, covenants ----------------------------------- and agreements and representations and warranties made by the Borrower Principal and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Administrative Agent, the Lenders, the Principal, and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankLoans, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable by the Principal under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid and or as long as any Commitments in favor of the Commitments Principal under the Credit Agreement have not been terminated. (b) In the event case any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by each of the Borrower Company and each Subsidiary Guarantor the Junior Creditors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Subordination Agreement shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Senior Creditors and shall survive the making execution and delivery of this Agreement, regardless of any investigation made by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankSenior Creditors or on their behalf, and shall continue in full force and effect until this Subordination Agreement shall terminate. The agreements made herein shall continue to be effective or be reinstated, as long as applicable, if at any time payment, or any part thereof, of any Senior Obligation is outstanding and unpaid and as long as rescinded or must otherwise be restored by any Senior Creditor or the Commitments have not been terminatedJunior Creditors upon the bankruptcy or reorganization of the Company, the Junior Creditors or otherwise. (b) In the event any one or more of the provisions contained in this Subordination Agreement 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 or 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 and agreements, representations and warranties made by the Borrower and each the Subsidiary Guarantor herein Guarantors hereunder and in the certificates any other Loan Document or other instruments prepared certified or signed document delivered pursuant hereto or thereto or in connection with this Agreement shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor and herewith or therewith shall survive the making by the Lenders of the Loans Loans. Such covenants, agreements, representations and warranties have been or will be relied upon by the issuance of Letters of Credit Administrative Agent or any Lender or on their behalf and notwithstanding any investigation made by any Issuing Bankthe Indemnified Parties or on their behalf, and shall continue in full force and effect as long as any Loan or any other Obligation is outstanding and hereunder or under the Credit Agreement shall remain unpaid and as long as the Commitments have not been terminatedor unsatisfied. (b) In the event If any one or more provision of the provisions contained in this Agreement 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 the other Loan Documents is held to be invalidillegal, illegal invalid or unenforceable, but (1) the validitylegality, legality validity and enforceability of the remaining provisions contained herein of this Agreement and the other Loan Documents shall not in any way be affected or impaired thereby and (it being understood that 2) 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-good faith negotiations to replace the invalidillegal, illegal invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalidillegal, illegal invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Survival of Agreement; Severability. (a) All covenants, covenants and agreements and representations and warranties made by the Borrower Company and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Administrative Agent, the Issuing Bank, the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance by the Issuing Bank of Letters of Credit by any Issuing Bank, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents or in respect of any Letter of Credit is outstanding and unpaid and as long as unpaid, the 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 this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor MEMC herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the Credit Agreement shall be considered to have been relied upon by the Lenders Agent and each Subsidiary Guarantor the other parties and shall survive the making by the Lenders of the Loans and Advances to the issuance of Letters of Credit by any Issuing BankBorrower, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Advance to the Borrower or any other fee or amount payable under this Agreement, the Credit Agreement or any Note by the Borrower is outstanding and unpaid and as long as the Commitments have not been terminatedunpaid. (b) In the event any one or more of the provisions contained in this Agreement, the Credit Agreement or any Note 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Facility Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is the Obligations are outstanding (other than contingent obligations for which no claim has been made) and unpaid or the Letter of Credit Outstandings do not equal zero, or are not fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and as long as the Commitments have not been expired or terminated. (b) In the event any one or more Any provision of the provisions contained in this Agreement should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, no party hereto shall as to such jurisdiction, be required ineffective to comply with the extent of such provision for so long as such provision is held to be invalidinvalidity, illegal illegality or unenforceable, but unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement Guaranty, the Credit Agreement, or any other Loan Document shall be considered to have been relied upon by the Lenders Agents and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is the Obligations are outstanding (other than contingent obligations for which no claim has been made) and unpaid or the Letter of Credit Outstandings do not equal zero, or are not fully collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and as long as the Commitments have not been expired or terminated. (b) In the event any one or more Any provision of the provisions contained in this Agreement should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, no party hereto shall as to such jurisdiction, be required ineffective to comply with the extent of such provision for so long as such provision is held to be invalidinvalidity, illegal illegality or unenforceable, but unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any Issuing Bankinvestigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as 5 5 long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor other parties hereto and shall survive the making by the Lenders execution and delivery of the Loan Documents and the making of any Loans and the issuance of any Letters of Credit Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing BankBank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or 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 Any provision of the provisions contained in this Agreement should held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, no party hereto shall as to such jurisdiction, be required ineffective to comply with the extent of such provision for so long as such provision is held to be invalidinvalidity, illegal illegality or unenforceable, but unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and regardless of any investigation made by the issuance of Letters of Credit by Administrative Agent or any Issuing BankLender or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as unpaid, the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Lender and shall survive the making by the Lenders Lender of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit Document shall be considered to have been relied upon by the Administrative Agent and the other Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankLenders or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Credit Document is outstanding and unpaid and as long as the Commitments have not expired or been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Credit 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Purchasers and shall survive the making purchasing of the Notes by the Lenders Purchasers, regardless of the Loans and the issuance of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Note or any other fee or amount payable under the Note Purchase Agreement, the Notes or this Agreement is outstanding and unpaid and as long as the Commitments have not been terminatedunpaid. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement shall be considered to have been relied upon by the Lenders Collateral Agent, the other Secured Parties and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit and Acceptance by any the Issuing Bank, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid or the LC and Acceptance Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Administrative Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any the Issuing Bank, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminatedterminated or the LC Exposure does not equal zero. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Administrative Agent and each Subsidiary Guarantor the other Guaranteed Parties and shall survive the making by the Lenders of the Loans Revolving Credit Advances and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by the Guaranteed Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as unpaid, the LC Exposure with respect to Letters of Credit issued at the request of or for the account of any Guaranteed Borrower does not equal zero or has not been Cash Collateralized or the Commitments and the LC Commitment with respect to the Guaranteed Borrowers have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent, the other Lenders and each Subsidiary Guarantor and Guarantor, shall survive the making by the Lenders of the Loans and regardless of any investigation made by the issuance of Letters of Credit by any Issuing Bank, Lenders or on their behalf and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) a. All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Agent and each Subsidiary Guarantor the Banks and shall survive the making by the Lenders Banks of the Loans and regardless of any investigation made by the issuance of Letters of Credit by Agent or any Issuing BankBank or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) b. In the event any one or more of the provisions contained in this Agreement or in any other 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-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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making of the Loans by the Lenders regardless of any investigation made by the Loans and the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as any Revolving Credit Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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) a. All covenants, covenants and agreements and representations and warranties made by the each Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Agent, each Bank and each Subsidiary Guarantor and shall survive the making by the Lenders Banks of the Loans and the issuance of Letters of Credit by any Issuing BankLoans, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid and as long as the Commitments have not been terminated. (b) b. In the event case any one or more of the provisions contained in this Agreement 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 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-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 and representations and warranties made by the Borrower Issuer and each Subsidiary Pledgor and Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Collateral Agent, the other Secured Parties and each Subsidiary Guarantor Pledgor and Guarantor, shall survive the making issuance by the Lenders Issuer of the Loans and the issuance of Letters of Credit by any Issuing Bank, Notes and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Notes or any other fee or amount payable under the Indenture, the Notes or this Agreement or under any of the other Transaction Documents is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by each of the Borrower and each Subsidiary Guarantor the Junior Creditors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Subordination Agreement shall be considered to have been relied upon by the Lenders and each Subsidiary Guarantor Senior Creditors and shall survive the making execution and delivery of this Agreement, regardless of any investigation made by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankSenior Creditors or on their behalf, and shall continue in full force and effect until this Subordination Agreement shall terminate. The agreements made herein shall continue to be effective or be reinstated, as long as applicable, if at any time payment, or any part thereof, of any Senior Obligation is outstanding and unpaid and as long as rescinded or must otherwise be restored by any Senior Creditor or the Commitments have not been terminatedJunior Creditors upon the bankruptcy or reorganization of the Borrower, the Junior Creditors or otherwise. (b) In the event any one or more of the provisions contained in this Subordination Agreement 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 or 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each the Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Administrative Agent and each Subsidiary Guarantor the other Guaranteed Parties and shall survive the making by the Lenders of the Loans and regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankIndemnified Parties or on their behalf, and shall continue in full force and effect as long as any Obligation until this Subsidiary Guarantee is outstanding and unpaid and as long as the Commitments have not been terminatedterminated pursuant to Section 10 hereof. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made in writing by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and Loans, regardless of any investigation made by the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and or as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Term Loans, Advances as Reimbursement Obligations and LC Loans and the issuance of Letters the Letter of Credit by the Issuing Bank regardless of any Issuing Bankinvestigation 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 Obligation accrued interest on any Term Loan, Advances as Reimbursement Obligations or LC Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the 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 this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Senior Loan Document shall be considered to have been relied upon by the Lenders Senior Collateral Agent and each Subsidiary Guarantor the other Senior Secured Parties and shall survive the making by the Lenders Senior Banks of the Loans and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by the Senior Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Senior Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Senior 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.

Survival of Agreement; Severability. (a) All covenants, covenants and agreements and representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Lender and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankLoans, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any case one or more of the provisions contained in this Agreement 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 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-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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by each of the Lenders Agents, Issuing Banks and each Subsidiary Guarantor Banks and shall survive the making by the Lenders of the Loans and the issuance of the Acceptances by the Banks and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation made by the Banks or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement, the Credit Agreement or any other Loan Document is outstanding and unpaid or the outstanding Acceptances and the L/C Exposure have not been reduced to zero and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) All covenants, agreements and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making by the Lenders of the Loans and Loans, the issuance of Letters of Credit by any the Issuing Bank, the execution and delivery to the Lenders of any notes evidencing such Loans and the purchase and resale of the Notes by the Initial Purchasers regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminateduntil this Agreement shall terminate. (ba) In the event any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the either Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by each of the Lenders Agents, Issuing Banks and Banks and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance of the Acceptances by the Banks, and the issuance of the Letters of Credit by the Issuing Banks regardless of any Issuing Bankinvestigation by the Banks or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or, without duplication of the foregoing, under any of the other Loan Documents, is outstanding and unpaid or the outstanding Acceptances and the L/C Exposure have not been reduced to zero and as long as the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Indenture Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making issuance of the Notes and any resale of the Notes by any Holder, regardless of any investigation made by the Lenders of the Loans and the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminatedremains unpaid. (b) In the event any one or more of the provisions contained in this Agreement 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 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 and representations and warranties made by the Borrower and each Subsidiary Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the Administrative Agent and the Lenders and each Subsidiary Guarantor and shall survive the making by the Lenders of the Loans and the issuance regardless of Letters of Credit any investigation made by any Issuing Bankof them or on their behalf, and shall continue in full force and effect as long as the principal of or any Obligation accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other 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.

Survival of Agreement; Severability. (a) a. All covenants, covenants and agreements and representations and warranties made by the each Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lenders Collateral Agent, the other Secured Parties and each Subsidiary Guarantor and shall survive the making of the Loans by the Lenders of the Loans and the issuance of Letters of Credit by any the Issuing Bank, Bank and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminateduntil this Agreement shall terminate. (b) b. In the event case any one or more of the provisions contained in this Agreement 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 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 and agreements, representations and warranties made by the Borrower and each Subsidiary Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders Collateral Agent and each Subsidiary Guarantor the other Secured Parties and shall survive the making of the Loans by the Lenders regardless of any investigation made by the Loans and the issuance of Letters of Credit by any Issuing BankSecured Parties or on their behalf, and shall continue in full force and effect as long as any Investor Revolver Obligation is outstanding and remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Agreement 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 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.