Common use of Survival Severability Clause in Contracts

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfied. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders Issuer of the LoansNotes, and the execution and delivery of the Notes to the Lenders of any Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders Issuer of the LoansNotes, and the execution and delivery of the Notes to the Lenders of any Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments and the Banking Services documents have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or unpaid, the LC Exposure does not equal zero zero, and as long as the Revolving Credit Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Debtors 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 Collateral Agent and the other Secured Parties Party and shall survive the making by the Lenders Secured Party of the Loans, and the execution and delivery to the Lenders Secured Party of any the Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Party or on their its behalf, and shall continue in full force and effect as long as 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 or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or unpaid, the LC Exposure does not equal zero zero, and as long as the Revolving Credit Commitments have not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.. 6

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments and the Banking Services Obligations have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document shall be considered to have been relied upon by the Notes Collateral Agent and the other Secured Parties Noteholders and shall survive the making by the Lenders Issuer of the LoansNotes, and the execution and delivery to the Lenders of any Notes evidencing such Loansto the Noteholders, regardless of any investigation made by the Secured Parties Noteholders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan Note or any other fee or amount payable under this Agreement or any other Loan Transaction Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfied.is (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result. Section 3.04.

Survival Severability. (aA) All covenants, agreements, representations and warranties made by the Pledgors Debtors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Credit Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Bank and shall survive the making by the Lenders Bank of the Loans, and the execution and delivery to the Lenders Bank of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Bank or on their its behalf, and shall continue in full force and effect as long as 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 or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfied.in (bB) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document shall be considered to have been relied upon by the Collateral Agent Trustee and the other Secured Parties Noteholders and shall survive the making by the Lenders Co-Issuers of the LoansNotes, and the execution and delivery to the Lenders of any Notes evidencing such Loansto the Noteholders, regardless of any investigation made by the Secured Parties Noteholders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan Note or any other fee or amount payable under this Agreement or any other Loan Transaction Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result. Section 3.04.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Debtors 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 Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors 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 (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments have not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result. Section 4.03.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Note Purchase Agreement or any other Loan Transaction Document (a) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Noteholders and shall survive the making by the Lenders purchase of the LoansNotes, and the execution and delivery to the Lenders Noteholders of any Notes evidencing such LoansNotes, regardless of any investigation made by the Secured Parties or on their behalfNoteholders, and (b) shall continue in full force and effect as long as any of any of 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 or any Banking Services document is Notes are outstanding and unpaid or and the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or Agreement, any other Loan Document or any Banking Services document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or unpaid, the LC Exposure does not equal zero and as long as zero, the Revolving Credit Commitments have not been terminated or any and there shall be no outstanding Banking Services Obligations remain unsatisfiedObligations. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders Co-Issuers of the LoansNotes, and the execution and delivery of the Notes to the Lenders of any Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result. Section 4.03.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders Co-Issuers of the LoansNotes, and the execution and delivery of the Notes to the Lenders of any Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result. Section 4.03.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Note Purchase Agreement or any other Loan Transaction Document (a) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Noteholders and shall survive the making by the Lenders purchase of the LoansNotes, and the execution and delivery to the Lenders Noteholders of any Notes evidencing such LoansNotes, regardless of any investigation made by the Secured Parties or on their behalfNoteholders, and (b) shall continue in full force and effect as long as any of any of 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 or any Banking Services document is Notes are outstanding and unpaid or and the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.. 6

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Administrative Agent, the Collateral Agent, the Special Collateral Agent, the Issuing Bank, or any Lender or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or unpaid, the LC Exposure does not equal zero zero, and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (aA) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Lender and shall survive the making by the Lenders Lender of the Loans, and the execution and delivery to the Lenders Lender of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalfbehalf of the Lender, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Commitment has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (bB) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith 7 to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or Agreement, any other Loan Document or any Banking Services document (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the LoansLoans or the extension of any credit under any Banking Services document, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments and the Banking Services Obligations have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Transaction Document shall be considered to have been relied upon by the Collateral Agent Trustee and the other Secured Parties Noteholders and shall survive the making by the Lenders Issuer of the LoansNotes, and the execution and delivery to the Lenders of any Notes evidencing such Loansto the Noteholders, regardless of any investigation made by the Secured Parties Noteholders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan Note or any other fee or amount payable under this Agreement or any other Loan Transaction Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Credit Parties herein and in the certificates or other instruments prepared or delivered in connection correction with or pursuant to this Agreement, the Note Purchase Agreement or any other Loan Transaction Document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Noteholders and shall survive the making by the Lenders purchase of the LoansNotes, and the execution and delivery to the Lenders Noteholders of any Notes evidencing such LoansNotes, regardless of any investigation made by the Secured Parties or on their behalfNoteholders, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document is Notes are outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedunpaid. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Debtors 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 Special Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document or any Banking Services document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document (i) shall be considered to have been relied upon by the Collateral Agent Lenders and the other Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Credit Commitments have not been terminated or any Banking Services Obligations remain unsatisfied. terminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result. Section 4.03.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Subordinated Creditors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or Agreement, any other Loan Document or any Banking Services document (i) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Lenders and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any Notes evidencing such Loans, regardless of any investigation made by the Secured Parties Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on their behalf, and (ii) shall continue in full force and effect as long as any of 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 or any Banking Services document Obligations is outstanding and unpaid or unpaid, the LC Exposure does not equal zero and as long as zero, the Revolving Credit Commitments have not been terminated or any and there shall be no outstanding Banking Services Obligations remain unsatisfiedObligations. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Pledgors Subordinated Creditors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement, the Note Purchase Agreement or any other Loan Transaction Document (a) shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties Noteholders and shall survive the making by the Lenders purchase of the LoansNotes, and the execution and delivery to the Lenders Noteholders of any Notes evidencing such LoansNotes, regardless of any investigation made by the Secured Parties or on their behalfNoteholders, and (b) shall continue in full force and effect as long as any of any of 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 or any Banking Services document is Notes are outstanding and unpaid or and the LC Exposure does not equal zero and as long as the Revolving Commitments have Facility has not been terminated or any Banking Services Obligations remain unsatisfiedterminated. (b) Any provision of this Agreement that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining provisions hereof or affecting the legality, validity or enforceability of such provisions in any other jurisdiction. The parties hereto agree to negotiate in good faith to replace any illegal, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable provision that, to the extent possible, will preserve the economic bargain of this Agreement, or to otherwise amend this Agreement to achieve such result.