Common use of Survival of Agreement; Severability Clause in Contracts

Survival of Agreement; Severability. (a) All covenants and agreements made by the Borrower and each 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 other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party 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 until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Unsecured Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Unsecured Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Unsecured Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Unsecured Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Unsecured Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Unsecured Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Company herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement Guaranty or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Guaranteed Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and L/C Issuer regardless of any investigation made by the Secured Guaranteed Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan to a Designated Borrower or any other fee or amount payable under this Guaranty or any other Loan Document Obligations have been paid in full in cash, is outstanding and unpaid or the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or not been terminated (or otherwise provided for any L/C Obligations have not been Cash Collateralized in a manner satisfactory to accordance with the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovisions of the Credit Agreement. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Unsecured Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Unsecured Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Unsecured Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Unsecured Guaranteed Obligations, the termination of the Commitments have expired or been terminated, the principal termination of and interest on each Loan and all fees payable under this Unsecured Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Unsecured Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cash, force and effect regardless of the Commitments have expired repayment of the Guaranteed Obligations or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Financing Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, and the Lender’s issuance of and participations in Letters of Credit and the issuance of the Letters of Credit by the Issuing Banks and First Priority Notes, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Agreement shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminate. (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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document (i) shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and Credit Parties, (ii) shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Administrative Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and (iii) shall continue in full force and effect until all such time as this Guaranty has been terminated or, with respect to any Guarantor that has been released from its obligations hereunder in accordance with the Loan Document Obligations have terms of this Guaranty and the Credit Agreement, such time as such Guarantor has been paid so released, in each case in accordance with Section 10 hereof, and (iv) shall be reinstated to the extent required by Section 10 hereof. The provisions of Section 10 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Aggregate Total Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision 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, 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, agreements, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Revolving Credit Guaranteed Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Revolving Credit Advances, Swing Line Loans and the issuance of the Letters of Credit by the Issuing Banks and Bank regardless of any investigation made by the Secured Revolving Credit Guaranteed Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each any Revolving Credit Advance, Swing Line Loan and all fees or any other fee or amount payable under this Agreement or any other Loan Document shall is outstanding and unpaid, the LC Exposure does not equal zero or has not been Cash Collateralized or the Revolving Credit Commitments and the LC Commitment have not been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminated. (b) All covenants, agreements, representations and warranties made by the Term Loan 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 Term Loan Guaranteed Parties and shall survive the making by the Lenders of the Term Loan Advances regardless of any investigation made by the Term Loan Guaranteed Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Term Loan Advance or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid, or the Term Loan Commitments have not been terminated. (c) 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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guarantee Agreement, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guarantee Agreement, the Loan Documents Credit Agreement and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and other Loan Documents, regardless of any investigation made by the Agent or other Secured Parties Party or on their behalf and and, notwithstanding that any the Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, (x) the Commitments have expired or been terminatedterminated and (y) the Obligations (other than contingent indemnity obligations that are not due and payable, any Secured Bank Products Obligations or any obligations under Designated Credit Lines and Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonable satisfactory to the principal of Agent and interest on each Loan and all fees payable the applicable L/C Issuer have been made) under any Loan Document the Credit Agreement shall have been paid in full. The provisions of Sections 5 and 13 hereof shall survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, all Letters the expiration or termination of Credit shall have expired the Commitments or been terminated (the termination of this Guarantee Agreement or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Guarantee Agreement or in any other Loan Document should held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 This Guaranty and agreements all covenants, agreements, indemnities, representations and warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Administrative Agent or any other Secured Parties Party or on their behalf and notwithstanding that any the Administrative Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all terminated as provided in, and shall be reinstated to the Loan Document Obligations have been paid extent required by, SECTION 14 hereof. The provisions of SECTION 6 and SECTION 15 hereof shall survive and remain in full in cash, force and effect regardless of the Commitments have expired occurrence of the Facility Termination Date or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In If any provision of this Guaranty or the event any one or more of the provisions contained in this Agreement or in any other Loan Document should Documents is held to be held invalidillegal, illegal invalid or unenforceable in any respectunenforceable, (i) the validitylegality, legality validity and enforceability of the remaining provisions contained herein of this Guaranty and the other Loan Documents shall not in any way be affected or impaired thereby and (it being understood that ii) 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 This Guaranty and agreements all covenants, agreements, indemnities, representations and warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document (i) shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and (ii) shall continue in full force and effect until (A) the Aggregate Commitments have expired or been terminated, (B) all of the Loan Document Guaranteed Obligations have been paid in full in cashcash (other than any indemnification obligations or similar contingent obligations for which a claim has not been asserted) or otherwise satisfied, the Commitments have expired or been terminated, the principal of and interest on each Loan and (C) all fees payable under any Loan Document shall L/C Obligations have been paid reduced to zero (or fully Cash Collateralized in fulla manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), all and (D) the L/C Issuer has no further obligation to issue Letters of Credit under the Credit Agreement, and (iii) shall have expired be reinstated if at any time payment, or been terminated (any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Credit Party or any Guarantor upon the bankruptcy or reorganization of any Loan Party or otherwise. Upon request, the Administrative Agent shall release a Guarantor from its obligations hereunder to the extent that the release of such Guarantor is permitted under Section 9.10 of the Credit Agreement, provided for that such release will not alter, vary or diminish in a manner satisfactory any way the terms and conditions of this Guaranty as to any and all Guarantors not expressly released, and this Guaranty shall continue in full force and effect with respect to any and all Guarantors not expressly released. In connection with any such release, the Administrative Agent will execute and deliver to the applicable Issuing BankGuarantor, at such Guarantor’s expense, such documents as such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations under this Guaranty, in each case in accordance with the terms of the Loan Documents and Section 9.10 of the Credit Agreement. Any execution and delivery of releases or other documents pursuant to this SECTION 16(a) shall be without recourse to, or warranty by, the Agents. The provisions of SECTION 5, SECTION 11 and all LC Disbursements SECTION 17 hereof shall have been reimbursedsurvive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or termination of the Letters of Credit and the Aggregate Commitments or the termination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guarantee Agreement, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guarantee Agreement, the Loan Documents Credit Agreement and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and other Loan Documents, regardless of any investigation made by the Agent or other Secured Parties Party or on their behalf and and, notwithstanding that any the Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, (x) the Commitments have expired or been terminatedterminated and (y) the Obligations (other than contingent indemnity obligations that are not due and payable, obligations and liabilities in respect of any Bank Products or Designated Credit Lines and Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonable satisfactory to the principal of Agent and interest on each Loan and all fees payable the applicable L/C Issuer have been made) under any Loan Document the Credit Agreement shall have been paid in full. The provisions of Sections 5 and 13 hereof shall survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, all Letters the expiration or termination of Credit shall have expired the Commitments or been terminated (the termination of this Guarantee Agreement or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Guarantee Agreement or in any other Loan Document should held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Grantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the other Secured Parties and each Guarantor and shall survive the execution and delivery of the any Loan Documents and the making by the Lenders of the Loans and the issuance any Loan or other extension of the Letters of Credit by the Issuing Banks and credit, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party 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 until all of the Loan Document Obligations have been indefeasibly paid in full in cash, cash and all commitments to lend in respect of the Commitments Obligations have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, 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. (c) This Security Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by any of the Secured Parties in respect of the Collateral is rescinded or must otherwise be restored or returned by such Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any of the Grantors or any other Person from time to time liable in respect of the Obligations, or upon the appointment of any intervenor or conservator of, or trustee or similar official for, any of the Grantors or any such other Person or any substantial part of its or their properties, or otherwise, all as though such payments had not been made. (d) Upon the payment in full of the Obligations and the termination of the Commitments, the Administrative Agent, upon the request, and at the expense, of the Borrower, shall execute and deliver all such documentation necessary to release the liens created pursuant to this Agreement. In addition, in connection with any disposition permitted by the terms of the Credit Agreement, (i) the Collateral that is the subject of such disposition shall, if the conditions regarding such disposition contained in the Credit Agreement are satisfied, be deemed automatically released from the lien created by this Agreement and (ii) the Administrative Agent, upon the request, and at the expense, of the Borrower, shall execute and deliver all such documentation necessary to release the liens created pursuant to this Agreement in such Collateral.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of section 5 and section 13 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 In the event any such provision is held to be illegal, invalid or unenforceable, the parties shall endeavor in good-good faith negotiations to replace the invalidillegal, illegal invalid or unenforceable provisions with valid provisions provisions, the economic effect of which comes is to come as close as possible to that of the invalidillegal, illegal invalid or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Facility Agreement or the any other Loan Documents Facility Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Lender Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Loan Documents Facility Agreement and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and other Facility Documents, regardless of any investigation made by the Secured Parties Agent or any other Lender Party or on their behalf and notwithstanding that any Secured the Agent or other Lender Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in Section 12 hereof. The provisions of Section 5 and Section 13 hereof shall survive and remain in full in cash, force and effect regardless of the Commitments have expired repayment of the Guaranteed Obligations or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement Agreement, any other Loan Document, the Indenture or the other Loan Documents Notes shall be considered to have been relied upon by the Administrative Agent, Applicable Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, the Lenders' issuance of and participations in Letters of Credit, and the issuance and sale of the Letters of Credit by the Issuing Banks and Notes regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Agreement shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminate. (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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Secured Obligations, as provided in Sections 4 and 5, and that any determination by any court with jurisdiction that the security interest securing any Secured Obligation or class of Secured Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document (i) shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and Credit Parties, (ii) shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Administrative Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and (iii) shall continue in full force and effect until all such time as this Guaranty has been terminated or released in accordance with Section 9 hereof, and (iv) shall be reinstated to the Loan Document Obligations have been paid extent required by Section 9 hereof. The provisions of Section 9 hereof shall survive and remain in full in cash, force and effect regardless of the Commitments have expired repayment of the Guaranteed Obligations or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement Agreement, the other Loan Documents or the other Franchisee Loan Documents shall be considered to have been relied upon by the Administrative Agent, the other Secured Parties Servicer, the Issuing Bank and each Guarantor the Lenders and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and Loans, the issuance of the Letters of Credit by the Issuing Banks Bank, the making by the Servicer on behalf of the Lenders of the Franchisee Loans and the issuance by the Servicer of the Franchisee Letters of Credit regardless of any investigation made by the Secured Parties any of them or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan or Franchisee Loan or any other fee or amount payable under the Credit Agreement, any other Loan Document Obligations have been paid in full in cash, or any Franchisee Loan Document is outstanding and unpaid or the LC Exposure does not equal zero or the Franchisee LC Exposure does not equal zero and as long as the Commitments have expired or not been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (b) In the event any one or more of the provisions contained in this the Credit Agreement or in any other Loan Document or in any Franchisee Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants agreements, representations and agreements warranties made by the Borrower and each 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 other Secured Parties Genworth and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party 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, its Affiliates and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Guaranty shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminate. (b) This Guaranty shall remain in full force and effect until the indefeasible satisfaction in full of the Obligations and all other requirements under this Guaranty. (c) This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against Luxco 2 for liquidation or reorganization, should Luxco 2 become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the respective assets of Luxco 2, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be. (d) In the event any one or more of the provisions contained in this Agreement or in any other Loan Document Guaranty should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor Creditors and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and Loans, the Lender’s issuance of the and participations in Letters of Credit and the provision of Bank Related Debt by the Issuing Hedge Banks and , regardless of any investigation made by the Secured Parties Creditors or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Agreement shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (b) terminate. 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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Facility Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Revolving Credit Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and Banks, regardless of any investigation made by the any Agent or any other Secured Parties Party or on their behalf and notwithstanding that any the Administrative Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Revolving Credit Loan and all fees payable under any Loan Document and other Guaranteed Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full, (iii) all Letters of Credit shall have expired or terminated or been terminated (or otherwise provided for in a manner satisfactory cash collateralized to the reasonable satisfaction of the Administrative Agent and the applicable Issuing BankBank to the extent provided in the Credit Agreement, and (iv) and all LC Letter of Credit Disbursements shall have been reimbursedreimbursed in accordance with the Credit Agreement and, thereafter, shall continue to the extent this Guaranty is reinstated pursuant to Section 11 hereof. The provisions of Section 5 and Section 12 hereof shall survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Facility Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Revolving Credit Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and Banks, regardless of any investigation made by the any Agent or any other Secured Parties Party or on their behalf and notwithstanding that any the Administrative Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Revolving Credit Loan and all fees payable under any Loan Document and other Guaranteed Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full, (iii) all Letters of Credit shall have expired or terminated or been terminated (cash collateralized or otherwise provided for in a manner satisfactory credit supported to the reasonable satisfaction of the Administrative Agent and the applicable Issuing BankBank to the extent provided in the Credit Agreement, and (iv) and all LC Letter of Credit Disbursements shall have been reimbursedreimbursed and, thereafter, shall continue to the extent this Guaranty is reinstated pursuant to Section 11 hereof. The provisions of Section 5 and Section 12 hereof shall survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each any Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and and, except for any terminations, amendments or modifications thereof in accordance with the terms hereof, shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Bank regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that behalf, and, except for any Secured Party may have had notice termination, amendments or knowledge of any Default or incorrect representation or warranty at modifications thereof in accordance with the time any credit is extended under the Credit Agreementterms hereof, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each any Loan and all fees or any other fee or amount payable under this Agreement or any other Loan Document shall 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 paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminated. (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, 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, agreements, representations and agreements warranties made by the Borrower and each Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Bank, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document Obligations have has been indefeasibly paid in full in cashcash (other than Obligations in respect of indemnification and expense reimbursement obligations hereunder or under any other Loan Document to the extent such Obligations are not due and payable), the Standby LC Exposure has been reduced to zero, the Trade LC Exposure has been reduced to zero and the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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 This Guaranty and agreements all covenants, agreements, indemnities, representations and warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document (a) shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Parties and each Guarantor and Credit Parties, (b) shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or such other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and (c) shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or such time as this Guaranty has been terminated or, with respect to any Guarantor that has been released from its obligations hereunder in accordance with the terms of this Guaranty and the Credit Agreement, such time as such Guarantor has been so released, in each case in accordance with SECTION 10 hereof, and (or otherwise provided for in a manner satisfactory d) shall be reinstated to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedextent required by SECTION 10 hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 and agreements made by the Borrower Company and each 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 other Secured Parties Issuing Bank, the Lenders and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Revolving Loans and the issuance by the Issuing Bank of the Letters of Credit by the Issuing Banks and regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party 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 until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each Loan and all fees any Revolving Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Document shall have been paid Documents or in full, all Letters respect of any Letter of Credit shall is outstanding and unpaid, the Revolving Commitments have expired or not been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany Letter of Credit is outstanding. (b) In the event case 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 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, agreements, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the any Loans and the issuance of the Letters of Credit by the Issuing Banks and Credit, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party 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 until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until (i) the Aggregate Commitments have terminated, (ii) all of the Loan Document Guaranteed Obligations have been indefeasibly paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and (iii) all fees payable under any Loan Document shall L/C Obligations have been paid reduced to zero (except to the extent fully Cash Collateralized or supported by another letter of credit in fulla manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), all and (iv) the Administrative Agent has no further obligation to endeavor to cause the L/C Issuer to issue Letters of Credit under the Credit Agreement. The provisions of Section 5 and Section 11(b) hereof shall have expired survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or been terminated (termination of the Letters of Credit and the Aggregate Commitments or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedtermination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Indenture Document shall be considered to have been relied upon by the Administrative Agent, Trustee and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Notes, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each Loan and all fees any Note or any other fee or amount payable under this Agreement or any Loan other Indenture Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) is outstanding and all LC Disbursements shall have been reimbursedunpaid. (b) Each provision of this Agreement shall be considered separable. 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, 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. (c) Nothing in this Agreement is intended to, and shall not, constitute the Trustee or any of the Secured Parties or any person other than the Pledgors as members of any Unlimited Liability Company for the purposes of the Companies Act (Nova Scotia) until such time as notice is given to the relevant Pledgor and further steps are taken under this Agreement to register the Trustee or its nominee as holder of the Collateral comprising the shares of such Unlimited Liability Company. To the extent any provision of this Agreement would have the effect of constituting the Trustee or any of the Secured Parties as a member of an Unlimited Liability Company prior to such time, such provision shall be severed herefrom and rendered ineffective (x) only to the extent that such terms apply to the Trustee and the Secured Parties, and (y) only with respect to Collateral comprising of the shares of such Unlimited Liability Company, without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that does not comprise of the shares of an Unlimited Liability Company.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Loan Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Lender and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Loan Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans Lender and the issuance of the any Letters of Credit by the Issuing Banks and Lender, regardless of any investigation made by the Lender or any other Secured Parties Party or on their behalf and notwithstanding that any the Lender or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of Section 5 and Section 11 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 4 and SECTION 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 13 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the expiration or termination of the Term Loan Commitments have expired or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 In the event any such provision is held to be illegal, invalid or unenforceable, the parties shall endeavor in good-good faith negotiations to replace the invalidillegal, illegal invalid or unenforceable provisions with valid provisions provisions, the economic effect of which comes is to come as close as possible to that of the invalidillegal, illegal invalid or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, representations and agreements warranties made by the Borrower Borrowers and each Guarantor the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement Guaranty or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Guaranteed Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and L/C Issuer regardless of any investigation made by the Secured Guaranteed Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Guaranty or any other Loan Document Obligations have been paid in full in cash, is outstanding and unpaid or the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or not been terminated (or otherwise provided for any L/C Obligations have not been Cash Collateralized in a manner satisfactory to accordance with the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovisions of the Credit Agreement. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Facility Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Term Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the any Agent or any other Secured Parties Party or on their behalf and notwithstanding that any the Administrative Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Term Loan and all fees payable under any Loan Document and other Guaranteed Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full, all Letters of Credit and, thereafter, shall have expired or been terminated (or otherwise provided for in a manner satisfactory continue to the applicable Issuing Bank) extent this Guaranty is reinstated pursuant to Section 11 hereof. The provisions of Section 5 and all LC Disbursements Section 12 hereof shall have been reimbursedsurvive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations or the termination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all Payment in Full of the Loan Document Guaranteed Obligations have been paid has occurred. The provisions of Section 5 and Section 11(b) hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Aggregate Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations, warranties and agreements guarantees made by the Borrower and each Guarantor herein hereunder and in the any certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans, the making by the Swingline Lender of the Swingline Loans and the issuance purchase by the Tranche A Exchange Note Purchasers of the Letters Tranche A Exchange Notes, the execution and delivery to the Tranche A Exchange Note Purchasers of Credit the Tranche A Exchange Notes, and the issuance by the Issuing Banks and Fronting Bank of any Letter of Credit, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each Loan and all fees on, or any other fee or amount payable under or in respect of, any Loan, Swingline Loan, Tranche A Exchange Note or Letter of Credit, or this Agreement or, without duplication of the foregoing, under any of the other Loan Document shall Documents, is outstanding and unpaid and so long as the Commitments and the LC Commitment have not been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminated. (b) In the event case 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 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and Bank, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Documents Guaranty shall be considered to have been relied upon by the Administrative Agent, the other Secured Guaranteed Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lender, regardless of any investigation made by the Secured Guaranteed Parties or on their behalf and notwithstanding that any Secured Guaranteed Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until (i) the Commitment has expired or been terminated and (ii) all of the Loan Document Guaranteed Obligations have been paid in full in cashcash or otherwise satisfied (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Guaranty or the Credit Agreement). The provisions of Section 5 and Section 11 hereof shall survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal Commitment or the termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Securities Purchase Agreement or the any other Loan Documents Transaction Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Loan Securities Purchase Agreement and the other Transaction Documents and the making purchase of the Notes by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Buyers, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cash, force and effect regardless of the repayment of the Guaranteed Obligations and the Commitments have expired or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Facility Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Term Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the any Agent or any other Secured Parties Party or on their behalf and notwithstanding that any the Administrative Agent or other Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, (i) the Commitments shall have expired or been terminated, terminated and (ii) the principal of and interest on each Term Loan and all fees payable under any Loan Document and other Guaranteed Obligations (other than contingent indemnification obligations as to which no claims have been asserted) shall have been paid in full, all Letters of Credit and, thereafter, shall have expired or been terminated (or otherwise provided for in a manner satisfactory continue to the applicable Issuing Bank) extent this Guaranty is reinstated pursuant to Section 11 hereof. The provisions of Section 5 and all LC Disbursements Section 12 hereof shall have been reimbursedsurvive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations or the termination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Bank, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each any Loan and all fees or any other fee or amount payable under this Agreement or any other Loan Document shall have been paid in full, all is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments and the commitment of the Issuing Bank to issue Letters of Credit shall under the Credit Agreement have expired or not been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminated. (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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Term Loan Obligations and the Other Obligations, respectively, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans Agents and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 13 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In If any provision of this Guaranty is held to be illegal, invalid or unenforceable, (a) the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalidlegality, illegal or unenforceable in any respect, the validity, legality validity and enforceability of the remaining provisions contained herein of this Guaranty shall not in any way be affected or impaired thereby and (it being understood that b) 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, agreements, representations and agreements warranties made by the Borrower and each Guarantor Stock Pledgor 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 Collateral Agent, the Trustee and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit Notes by the Issuing Banks Note Issuers and the sale of the Debentures by the Issuers, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each Loan and all fees or any other fee or amount payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) this Agreement is outstanding and all LC Disbursements shall have been reimbursedunpaid. (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, 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 goodfaith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. (c) This Agreement shall remain in full force and effect as to all Note/Debenture Obligations remaining unpaid, not withstanding the discharge and payment in full of any and all Note/Debenture Obligations owned under any one or more of the Indentures. Upon any such discharge of any one or more of the Indentures, the Stock Pledgor hereby agrees to enter into such conforming changes hereto as shall be reasonably satisfactory to the Trustee confirming the rights provided hereunder in respect of the remaining Note/Debenture Obligations outstanding.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement Guaranty or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Guaranteed Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and L/C Issuer regardless of any investigation made by the Secured Guaranteed Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Guaranty or any other Loan Document Obligations have been paid in full in cash, is outstanding and unpaid or the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or not been terminated (or otherwise provided for any L/C Obligations have not been Cash Collateralized in a manner satisfactory to accordance with the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovisions of the Credit Agreement. (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, 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, agreements, representations and agreements warranties made by each of UCAR, the Borrower and each Subsidiary Guarantor herein and in the any certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the other Secured Parties and each Subsidiary Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, the execution and delivery to the Lenders of the Loan Documents and the issuance of the Letters of Credit by the Issuing Banks and Bank of Letters of Credit, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan Document Obligations have been paid or LC Disbursement or any Fee or any other amount payable under, or in full in cashrespect of, this Agreement or under any of the other Loan Documents is outstanding and unpaid and so long as any Letter of Credit is outstanding and so long as the Commitments have expired or not been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Euro Collateral Agent and the other Secured Parties and each Guarantor Creditors and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, and the Lender’s issuance of the and participations in Letters of Credit and the provision of Bank Related Debt by the Issuing Banks and Hedge Banks, regardless of any investigation made by the Secured Parties Creditors or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Agreement shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (b) terminate. 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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the other Loan Documents Guaranty shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents this Guaranty and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Subsidiary 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, the other Secured Parties Issuing Banks and each Guarantor the Lenders and shall survive the execution and delivery of the Loan Documents this Agreement and the making by the Lenders of the Loans and the issuance of the Letters any Letter of Credit by the Issuing Banks and Credit, regardless of any investigation made by the Secured Parties any of them or on their behalf and notwithstanding that any Secured Party Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document Obligations have been paid in full in cash, is outstanding and unpaid and as long as the Commitments have not expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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. (ai) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of section 5 and section 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (bii) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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|US-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.DOCS\118204579.6||

Survival of Agreement; Severability. (a) All covenants covenants, ----------------------------------- agreements, representations and agreements warranties made by Holdings and the US Borrower and each Guarantor 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, the other Secured Parties and each Guarantor and shall survive (except as otherwise provided in the execution and delivery of the Loan Documents and applicable Credit Documents) the making by the Lenders of the Loans Loans, the acceptance and purchase by the Lenders of B/As, the issuance of the Letters of Credit by the Issuing Banks Letter of Credit Issuer and the execution and delivery to the Lenders of any notes evidencing the Loans, regardless of any investigation made by the Secured Parties Lenders or on their behalf and notwithstanding that the Collateral Agent, any Secured Party other Agent, the Letter of Credit Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until all (except as otherwise provided in the applicable Credit Documents) as long as the principal of, premium (if any) or any accrued interest on any Loan Document Obligations have been paid in full in cash, or B/A or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Financing Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, and the Lender’s issuance of and participations in Letters of Credit, the issuance of the Letters of Credit by First Priority Notes, the Issuing Banks Second Priority Notes and the Third Priority Notes, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Agreement shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminate. (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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document (i) shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and Credit Parties, (ii) shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Administrative Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and (iii) shall continue in full force and effect until all such time as this Guaranty has been terminated or, with respect to any Guarantor that has been released from its obligations hereunder in accordance with the Loan Document Obligations have terms of this Guaranty and the Credit Agreement, such time as such Guarantor has been paid so released, in each case in accordance with Section 10 hereof, and (iv) shall be reinstated to the extent required by Section 10 hereof. The provisions of Section 10 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Aggregate Total Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Subsidiary 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, the other Secured Parties Issuing Banks and each Guarantor the Lenders and shall survive the execution and delivery of the Loan Documents this Agreement and the making by the Lenders of the Loans and the issuance of the Letters any Letter of Credit by the Issuing Banks and Credit, regardless of any investigation made by the Secured Parties any of them or on their behalf and notwithstanding that the Administrative Agent, any Secured Party Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Revolving Credit Agreement, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document Obligations have been paid in full in cash, is outstanding and unpaid and as long as the Commitments have not expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until (i) the Aggregate Commitments have terminated, (ii) all of the Loan Document Guaranteed Obligations have been indefeasibly paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and (iii) all fees payable under any Loan Document shall L/C Obligations have been paid reduced to zero (except to the extent fully Cash Collateralized or supported by another letter of credit in fulla manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), all and (iv) the Administrative Agent has no further obligation to endeavor to cause the L/C Issuer to issue Letters of Credit under the Credit Agreement. The provisions of Section 5 and Section 11 hereof shall have expired survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or been terminated (termination of the Letters of Credit and the Aggregate Commitments or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedtermination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Bank, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each any Loan and all fees or any other fee or amount payable under this Agreement (other than wholly contingent indemnification obligations not yet due and payable) or any other Loan Document shall have been paid in full, all Letters of Credit shall have expired is outstanding and unpaid or been terminated the L/C Exposure does not equal zero (unless collateralized or otherwise provided for in a manner backstopped on terms satisfactory to the applicable Issuing Bank) and all LC Disbursements shall as long as the Commitments and the commitments of the Issuing Bank to issue Letters of Credit have not been reimbursedterminated. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or such time that this Guaranty has been terminated (or otherwise provided for or, with respect to any Guarantor that has been released from its obligations hereunder, such time as such Guarantor has been so released, in a manner satisfactory each case in accordance with Section 9 hereof. Any provision of this Guaranty held to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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 respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or instalments delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until (i) the Aggregate Commitments have expired or been terminated, (ii) all of the Loan Document Guaranteed Obligations have been paid in full in cashcash or otherwise satisfied, the Commitments have expired or been terminated, the principal of and interest on each Loan and (iii) all fees payable under any Loan Document shall L/C Obligations have been paid reduced to zero (or fully Cash Collateralized in fulla manner reasonably satisfactory to the L/C Issuer and the Administrative Agent), all and (iv) the L/C Issuer has no further obligation to issue Letters of Credit under the Credit Agreement. The provisions of SECTION 5, SECTION 11 and SECTION 12 hereof shall have expired survive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or been terminated (termination of the Letters of Credit and the Aggregate Commitments or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedtermination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guarantee Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the other Secured Parties Lenders and each Guarantor the Issuing Banks and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and regardless of any investigation made by the Secured Parties such Lenders or such Issuing Banks or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been indefeasibly paid in full, all the Lenders have no further commitment to lend, the LC Exposure has been reduced to zero and the Issuing Banks have no further commitment to issue Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to under the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedCredit Agreement. (b) In the event any one or more of the provisions contained in this Guarantee Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, representations and agreements warranties made by Holdings and the US Borrower and each Guarantor 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, the other Secured Parties and each Guarantor and shall survive (except as otherwise provided in the execution and delivery of the Loan Documents and applicable Credit Documents) the making by the Lenders of the Loans Loans, the acceptance and purchase by the Lenders of B/As, the issuance of the Letters of Credit by the Issuing Banks Letter of Credit Issuer and the execution and delivery to the Lenders of any notes evidencing the Loans, regardless of any investigation made by the Secured Parties Lenders or on their behalf and notwithstanding that the Collateral Agent, any Secured Party other Agent, the Letter of Credit Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until all (except as otherwise provided in the applicable Credit Documents) as long as the principal of, premium (if any) or any accrued interest on any Loan Document Obligations have been paid in full in cash, or B/A or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, 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, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all the Loan Document Obligations have been paid terminated as provided in SECTION 11 hereof. The provisions of SECTION 5 and SECTION 12 hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the Commitments have expired expiration or been terminated, termination of the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired and the Commitments or been terminated (the termination of this Guaranty or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedany provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor any Grantor 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 Collateral Agent, and the other Secured Parties and each Guarantor Creditors and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit Notes by the Issuing Banks Note Issuers and the sale of the Debentures by the Note Issuers, regardless of any investigation made by the Secured Parties Creditors or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each Loan and all fees or any other fee or amount payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) this Agreement is outstanding and all LC Disbursements shall have been reimbursedunpaid. (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, 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. (c) This Agreement shall remain in full force and effect as to all Obligations remaining unpaid, notwithstanding the discharge and payment in full of any and all Obligations owed under any one or more of the Indentures. Upon any such discharge of any one or more of the Indentures, the Grantors hereby agree to enter into such conforming changes hereto as shall be reasonably satisfactory to the Trustee confirming the rights provided hereunder in respect of the remaining Obligations outstanding.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, representations and agreements warranties made by the Borrower Pledgor and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Transaction Document shall be considered to have been relied upon by the Administrative Agent, Collateral Agent and the other Secured Parties and each Guarantor and shall survive the execution issuance and delivery to the Holders of the Loan Documents and the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Notes, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of as long as any Indenture Obligation remains unpaid and interest on each Loan and all fees payable under as long as any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedNotes are 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, 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). In the event that in any jurisdiction the subordination provisions in this Italian Supplement should be held invalid, illegal of unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected in any manner or impaired 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 pro sions." 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, agreements, representations and agreements warranties made by the Borrower and each Guarantor Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Financing Document shall be considered to have been relied upon by the Administrative Agent, Euro Collateral Agent and the other Applicable Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, and the Lender's issuance of and participations in Letters of Credit, the issuance of the Letters of Credit by Second Priority Notes and the Issuing Banks and Third Priority Notes, regardless of any investigation made by the Applicable Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document this Agreement shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminate. (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, 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. It is understood and agreed that this Agreement shall create separate security interests in the Collateral securing the Obligations, as provided in Section 1, and that any determination by any court with jurisdiction that the security interest securing any Obligation or class of Obligations is invalid for any reason shall not in and of itself invalidate the security interest securing any other Obligations hereunder.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agents and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the any Letters of Credit by the Issuing Banks and L/C Issuer, regardless of any investigation made by the Secured Parties any Agent or any other Credit Party or on their behalf and notwithstanding that any Secured Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all (i) the Loan Document Obligations Aggregate Commitments have been paid terminated, (ii) the indefeasible payment in full in cash, cash of the Commitments have expired or Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been terminated, asserted and any Other Liabilities which are not by their terms then due and payable provided that the principal of and interest on each Loan and all fees payable under any Loan Document Agents shall have been paid received such indemnities and collateral security as they shall have required in fullaccordance with the terms of Section 10.11 of the Credit Agreement), (iii) the expiration or termination of all Letters of Credit shall have expired (except to the extent fully Cash Collateralized or been terminated (or otherwise provided for supported by another letter of credit in a manner reasonably satisfactory to the applicable Issuing BankL/C Issuer and the Administrative Agent), and (iv) the Administrative Agent has no further obligation to endeavor to cause the L/C Issuer to issue Letters of Credit under the Credit Agreement. The provisions of Section 5 and all LC Disbursements Section 11 hereof shall have been reimbursedsurvive and remain in full force and effect regardless of the repayment of the Guaranteed Obligations, the expiration or termination of the Letters of Credit and the Aggregate Commitments or the termination of this Guaranty or any provision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Credit Parties and each Guarantor and shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and shall continue in full force and effect until all Payment in Full of the Loan Document Guaranteed Obligations have been paid has occurred. The provisions of Section 5 and Section 11(b) hereof shall survive and remain in full in cashforce and effect regardless of the repayment of the Guaranteed Obligations, the expiration or termination of the Commitments have expired or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by each of UCAR, the Borrower and each Subsidiary Guarantor herein and in the any certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Document shall be considered to have been relied upon by the Administrative Agent, the other Secured Parties and each Subsidiary Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Lenders of the Loans Loans, the execution and delivery to the Lenders of the Loan Documents and the issuance by any Fronting Bank of the Letters of Credit by the Issuing Banks and Credit, regardless of any investigation made by the Secured Parties or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until all as long as the principal of or any accrued interest on any Loan or L/C Disbursement or any Fee or any other amount payable under, or in respect of, this Agreement or under any of the other Loan Documents (other than any Local Facility Loan Document Obligations have been paid that is not supported in full in cash, any way by any Loan Document (other than another Local Facility Loan Document)) is outstanding and unpaid and so long as any Letter of Credit is outstanding and so long as the Commitments have expired or not been terminated, the principal of and interest on each Loan and all fees payable under any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursed. (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, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants covenants, agreements, indemnities, representations and agreements warranties made by the Borrower and each Guarantor Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty, the Credit Agreement or the any other Loan Documents Document (i) shall be considered to have been relied upon by the Administrative Agent, Agent and the other Secured Parties and each Guarantor and Credit Parties, (ii) shall survive the execution and delivery of this Guaranty, the Credit Agreement and the other Loan Documents and the making of any Loans by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Banks and Lenders, regardless of any investigation made by the Secured Parties Administrative Agent or any other Credit Party or on their behalf and notwithstanding that any Secured the Administrative Agent or other Credit Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementextended, and (iii) shall continue in full force and effect until all such time as this Guaranty has been terminated or released in accordance with Section 10 hereof, and (iv) shall be reinstated to the Loan Document Obligations have been paid extent required by Section 10 hereof. The provisions of Section 10 hereof shall survive and remain in full in cash, force and effect regardless of the Commitments have expired repayment of the Guaranteed Obligations or been terminated, the principal termination of and interest on each Loan and all fees payable under this Guaranty or any Loan Document shall have been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedprovision hereof. (b) In the event any one or more Any provision of the provisions contained in this Agreement or in any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or 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 covenants, agreements, representations and agreements warranties made by the Borrower and each Guarantor Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or the any other Loan Documents Senior Debt Document shall be considered to have been relied upon by the Administrative Agent, Senior Collateral Agent and the other Senior Secured Parties and each Guarantor and shall survive the execution and delivery of the Loan Documents and the making by the Senior Lenders of the Loans and Loans, the issuance of the Letters of Credit by the Issuing Banks and the other extensions of credit constituting Senior Obligations regardless of any investigation made by the any Senior Secured Parties Party or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementits behalf, and shall continue in full force and effect until all the Loan Document Obligations have been paid in full in cash, the Commitments have expired or been terminated, as long as the principal of and or any accrued interest on each any Loan and all fees or LC Disbursement or Additional Senior Debt or any other fee or amount payable under this Agreement or any Loan other Senior Debt Document shall is outstanding and unpaid or the LC Exposure or other exposure in respect of letters of credit constituting Additional Senior Debt Obligations does not equal zero and as long as the Commitments or any other commitments to provide Additional Senior Debt have not been paid in full, all Letters of Credit shall have expired or been terminated (or otherwise provided for in a manner satisfactory to the applicable Issuing Bank) and all LC Disbursements shall have been reimbursedterminated. (b) In the event any one or more of the provisions contained in this Agreement or in any other Loan Senior Debt Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.