Common use of Survival Severability Clause in Contracts

Survival Severability. (a) All covenants, agreements, representations and warranties made by the 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 Secured Party and shall survive the making by the Secured Party of the Loans, and the execution and delivery to the Secured Party of the Notes evidencing such Loans, regardless of any investigation made by the Secured Party or on 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Secured Party Lenders and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on its 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 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. (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 Debtors 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 Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Lenders and the other Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 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. (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 Debtors 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 Lenders and the other Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 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. (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 Debtors 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 Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 terminatedterminated 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 Debtors Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or by the Pledgor or any other Borrower in or pursuant to any other Loan Document shall be considered to have been relied upon by the Secured Party and shall survive the making by the Secured Party of the Loans, and the execution and delivery to the Secured Party of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party or on 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor or the Secured Party that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. The Pledgor may not assign or transfer any of its rights or obligations hereunder or any interest herein or in the Collateral except as expressly contemplated by this Agreement or the other Loan Documents (and any such attempted assignment shall be void).

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Lenders and the other Secured Party Parties and shall survive the making by the Secured Party Lenders of the LoansLoans or the extension of any credit under any Banking Services document, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 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. (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 Debtors 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 Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Revolving Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Secured Party Lenders and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on its 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 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 terminatedterminated and there shall be no outstanding Banking Services Obligations. (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 Debtors 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 Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.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. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Secured Party Trustee and the Noteholders and shall survive the making by the Secured Party Issuer of the LoansNotes, and the execution and delivery of any Notes to the Secured Party of the Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Party Noteholders or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have Facility has not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Lenders and the other Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the 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 Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Secured Party Lenders and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on its 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 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. . (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 Debtors 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 Lenders and the other Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 Obligations is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Secured Party Trustee and the Noteholders and shall survive the making by the Secured Party Co-Issuers of the LoansNotes, and the execution and delivery of any Notes to the Secured Party of the Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Party Noteholders or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have Facility has not been 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 Debtors 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 Secured Party Lenders and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Administrative Agent, the Collateral Agent, the Issuing Bank, or any Lender or on its 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 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 terminatedterminated and there shall be no outstanding Banking Services Obligations. (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 Debtors 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 Lenders and the other Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 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. (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 Debtors 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 Secured Party Lenders and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Administrative Agent, the Collateral Agent, the Special Collateral Agent, the Issuing Bank, or any Lender or on its 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 Obligations is outstanding and unpaid or unpaid, the LC Exposure does not equal zero zero, and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the 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 Secured Party Parties and shall survive the making by the Secured Party Lenders of the Loans, and the execution and delivery to the Secured Party Lenders of the any Notes evidencing such Loans, regardless of any investigation made by the Secured Party Parties or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been 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.

Survival Severability. (a) All covenants, agreements, representations and warranties made by the Debtors 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 Secured Party Notes Collateral Agent and the Noteholders and shall survive the making by the Secured Party Issuer of the LoansNotes, and the execution and delivery of any Notes to the Secured Party of the Notes evidencing such LoansNoteholders, regardless of any investigation made by the Secured Party Noteholders or on its 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 is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have Facility has not been 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.