City and County of New York Uses in Severability Clause

Severability from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of May 10, 2017, by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (the Company) and each of the other parties signatory hereto (each a Purchaser and together, the Purchasers). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of January 31, 2017, among the Company and the Purchasers (the Purchase Agreement).

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Severability from Registration Rights Agreement

This Agreement is made pursuant to the Purchase Agreement, which provides for the sale by the Company to the Initial Purchasers of $1,050,000,000 aggregate principal amount of the Companys 7.25% Senior Notes due 2022 (the Notes). The proceeds from the sale of the Notes will be deposited into an escrow account pursuant to the provisions of an Escrow and Security Agreement dated as of the date hereof (the Escrow Agreement) among the Company, U.S. Bank National Association, as trustee and U.S. Bank National Association, as escrow agent and securities intermediary. Upon satisfaction of certain conditions set forth in the Escrow Agreement, the Notes will be guaranteed (such guarantees, together with the Notes, the Securities) by certain subsidiaries of the Company (the Guarantors) as required by the Purchase Agreement, at which time the Guarantors will also execute a joinder to this Agreement in the form of Exhibit A hereto (the RRA Joinder Agreement). In order to induce the Initial Purchas

Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Severability from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of March 11, 2013, by and among CareFusion Corporation, a Delaware corporation (the Company), and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and other initial purchasers (collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys 3.300% Senior Notes due 2023 (the Initial Securities) pursuant to the Purchase Agreement (as defined below).

Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Severability from Loan Agreement

This LOAN AGREEMENT dated July 28, 2010 and between Harbin Electric, Inc., a Nevada corporation (the "Borrower") and Abax Emerald Ltd. (the "Lender").

Severability. If any provision of this Agreement or the other Transaction Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Transaction Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Severability from Credit Agreement

THIS CREDIT AGREEMENT is made as of the 30th day of January, 2009 by and between Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust (the Trust and, together with each of the foregoing Persons, the Borrower), and Thor Industries, Inc. (the Lender).

Severability. If any provision of this Agreement or the other Transaction Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Transaction Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.