Common use of Survival of Agreement; Severability Clause in Contracts

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until this Security Agreement shall terminate. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements and representations and warranties made by any the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Lenders and each Subsidiary Guarantor and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of Letters of Credit by any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementIssuing Bank, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank and shall survive the execution and delivery of any Loan Documents and the making of any the Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Term Loan Agreement, and shall continue in full force and effect until this Security Agreement shall terminate. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith good‑faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor and Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Transaction Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution issuance and delivery to the Holders of any Loan Documents and the making of any Loan or other extension of creditNotes, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Indenture Obligation remains unpaid and for so long as any Notes are outstanding. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Lender and shall survive the execution and delivery making by the Lender of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Revolving Commitment has not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Guaranteed Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Revolving Credit Advances and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Banks regardless of any investigation made by the Bank Guaranteed Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Revolving Credit Advance or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid, the LC Exposure does not equal zero or has not been Cash Collateralized or the Commitments and the LC Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any Borrower the Company and QEPM Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank and shall survive the execution and delivery of any Loan Documents Company, each other QEPM Subsidiary Guarantor, and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, Third Party Beneficiaries (as defined in Section 11 below) and shall continue in full force and effect until as long as the principal of or any accrued interest or any other fee or amount payable under the Credit Agreement, this Security Agreement, any Loan Document, the Indentures, or any document relating to the Indentures is outstanding and unpaid and as long as the Commitments under the Credit Agreement shall terminatehave not been terminated. (b) In the event that any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any the Borrower herein or the Pledgors in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank other parties hereto and shall survive the execution and delivery of any the Loan Documents and the making of any Loan or other extension Loans and issuance of creditany Letters of Credit, regardless of any investigation made by the Bank any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementhereunder, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Security Agreement shall terminate(other than claims not yet asserted, including as to indemnification claims) is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. (b) In the event any one or more Any provision of the provisions contained in this Security Agreement or any other Loan Document should held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Senior Loan Document shall be considered to have been relied upon by the Bank Senior Collateral Agents and the other Senior Secured Parties and shall survive the execution and delivery making by the Senior Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Banks regardless of any investigation made by the Bank any Senior Secured Party or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Senior Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Senior Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Bank regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Lender and each Guarantor and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that Lenders of the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementLoans, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents is outstanding and unpaid and as long the Revolving Commitment has not been terminated. (b) In the event any case one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of creditLoans, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Indenture Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery issuance of any Loan Documents and the making of any Loan or other extension of creditNotes, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Note or any other amount payable under this Security Agreement shall terminateor any other Indenture Document is outstanding and unpaid. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Lenders and shall survive the execution and delivery of any Loan Documents this Agreement and the making of the Loans, the acceptance and purchase of any Loan or other extension B/As and the issuance of creditany Letters of Credit, regardless of any investigation made by the Bank any of them or on its their behalf and notwithstanding that the Bank Administrative Agent or any other Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not expired or been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension Letters of creditCredit by the Issuing Bank, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation remains unpaid and as long as the Commitments have not been terminated or the LC Exposure does not equal zero. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Agent and the other Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Advances regardless of any investigation made by the Bank Lenders or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitment shave not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Operative Documents shall be considered to have been relied upon by the Bank Guaranteed Parties and shall survive the execution and delivery making by the Participants of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Operative Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Operative Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, the Loans by the Lenders regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Revolver Obligation remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Credit Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, the issuance of the Letters of Credit by the Issuing Bank and the execution and delivery to the Lenders of any Loan Documents and the making of any Loan or other extension of creditNotes evidencing such Loans, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Credit Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Company herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement Guaranty or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Guaranteed Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the L/C Issuer regardless of any investigation made by the Bank Guaranteed Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan to a Designated Borrower or any other fee or amount payable under this Security Agreement shall terminateGuaranty or any other Loan Document is outstanding and unpaid or the Commitments have not been terminated or any L/C Obligations have not been Cash Collateralized in accordance with the provisions of the Credit Agreement. (b) In the event any one or more of the provisions contained in this Security Agreement Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of creditLoans, regardless of any investigation made by the Bank Lenders or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security as long as the principal of or any accrued interest on any Loan or any fee or other amount payable under the Loan Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Reimbursement Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, the Guaranty by the Fund Guarantors regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Reimbursement Obligation remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Operative Documents shall be considered to have been relied upon by the Bank Guaranteed Parties and shall survive the execution and delivery making by the Participants of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Operative Document is outstanding and unpaid and as long as the Facility Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Operative Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Credit Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Bank regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Credit Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Credit Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension Letters of creditCredit by the Issuing Bank, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation remains unpaid and as long as the Commitments have not been terminated or the L/C Exposure does not equal zero. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution making by the Lenders of the Loans and delivery the issuance of any Loan Documents and the making Letters of Credit by any Loan or other extension of credit, Issuing Bank regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the Lenders and shall survive the execution making by the Lenders of the Term Loans, Advances as Reimbursement Obligations and delivery of any Loan Documents LC Loans and the making issuance of any Loan or other extension the Letter of credit, Credit by the Issuing Bank regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Term Loan, Advances as Reimbursement Obligations or LC Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Guaranteed Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Revolving Credit Advances and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Banks regardless of any investigation made by the Bank Guaranteed Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation is outstanding and unpaid, the LC Exposure with respect to Letters of Credit issued at the request of or for the account of any Guaranteed Borrower does not equal zero or has not been Cash Collateralized or the Commitments and the LC Commitment with respect to the Guaranteed Borrowers have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Borrowers and the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement Guaranty or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Guaranteed Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the L/C Issuer regardless of any investigation made by the Bank Guaranteed Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateGuaranty or any other Loan Document is outstanding and unpaid or the Commitments have not been terminated or any L/C Obligations have not been Cash Collateralized in accordance with the provisions of the Credit Agreement. (b) In the event any one or more of the provisions contained in this Security Agreement Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) a. All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Agent and the Banks and shall survive the execution and delivery making by the Banks of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Agent or any Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) b. In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any Borrower the Issuer and each Pledgor and Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Collateral Agent, the other Secured Parties and each Pledgor and Guarantor, shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made issuance by the Bank or on its behalf and notwithstanding that Issuer of the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, Notes and shall continue in full force and effect until as long as the principal of or any accrued interest on any Notes or any other fee or amount payable under the Indenture, the Notes or this Security Agreement shall terminateor under any of the other Transaction Documents is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Pledgor and Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Transaction Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution issuance and delivery to the Holders of any Loan Documents and the making of any Loan or other extension of creditNotes, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Indenture Obligation remains unpaid and as long as any Notes are outstanding. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). In the event that in any jurisdiction the subordination provisions in this Italian Supplement should be held invalid, illegal of unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected in any manner or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable pro sions." The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions."

Survival of Agreement; Severability. (a) All covenants, ------------------------------------ agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of creditCredit by the Issuing Bank, regardless of any investigation made by any of the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or any other amount payable under this Security Agreement shall terminate. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. (b) Any provision of this Agreement held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower Facility Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Guaranty, the Credit Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Bank regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as the Obligations are outstanding (other than contingent obligations for which no claim has been made) and unpaid or the Letter of Credit Outstandings do not equal zero, or are not fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and as long as the Commitments have not expired or terminated. (b) In the event any one or more Any provision of the provisions contained in this Security Agreement or any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, ----------------------------------- agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent, the other Lenders and each Guarantor, shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank Lenders or on its their behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement Guaranty, the Credit Agreement, or any other Loan Document shall be considered to have been relied upon by the Bank Agents and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Bank regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as the Obligations are outstanding (other than contingent obligations for which no claim has been made) and unpaid or the Letter of Credit Outstandings do not equal zero, or are not fully collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and as long as the Commitments have not expired or terminated. (b) In the event any one or more Any provision of the provisions contained in this Security Agreement or any other Loan Document should Guaranty held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any Borrower the Company and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Administrative Agent, the Lenders and each Guarantor and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that Lenders of the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, Loans and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents, the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements and representations and warranties made by any the Borrower and each Subsidiary Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered con sidered to have been relied upon by the Bank Lenders and each Subsidiary Guarantor and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, regardless of any investigation made Credit by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementIssuing Bank, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants ----------------------------------- and warranties agreements made by any Borrower the Principal and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Administrative Agent, the Lenders, the Principal, and each Guarantor and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that Lenders of the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementLoans, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable by the Principal under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents is outstanding and unpaid or as long as any Commitments in favor of the Principal under the Credit Agreement have not been terminated. (b) In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by each of the Bank Agents, Issuing Banks and Banks and shall survive the execution and delivery making of any Loan Documents the Loans and the making issuance of any Loan or other extension the Acceptances by the Banks and the issuance of credit, the Letters of Credit by the Issuing Banks regardless of any investigation made by the Bank Banks or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement, the Credit Agreement shall terminateor any other Loan Document is outstanding and unpaid or the outstanding Acceptances and the L/C Exposure have not been reduced to zero and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Indenture Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution issuance of the Notes and delivery any resale of the Notes by any Loan Documents and the making of any Loan or other extension of creditHolder, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation remains unpaid. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension Letters of creditCredit by the Issuing Bank, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Obligation remains unpaid and as long as the Commitments have not been terminated or the LC Exposure does not equal zero. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent, the other Lenders, the Issuing Banks and each Guarantor, shall survive the execution and delivery making by the Lenders of the Loans or the issuance by an Issuing Bank of any Loan Documents and the making Letter of any Loan or other extension of credit, Credit regardless of any investigation made by the Bank such Lenders or Issuing Banks or on its their behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until as long as any Letter of Credit or the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) a. All covenants, agreements, representations covenants and warranties agreements made by any each Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Collateral Agent, the other Secured Parties and each Guarantor and shall survive the execution and delivery making of any Loan Documents the Loans by the Lenders and the making issuance of any Loan or other extension Letters of credit, regardless of any investigation made Credit by the Issuing Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until this Security Agreement shall terminate. (b) b. In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any the Borrower and the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Guaranteed Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank Indemnified Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateSubsidiary Guarantee is terminated pursuant to Section 10 hereof. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank U.K. Administrative Agent and the other Euro Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank Euro Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any each of the Borrower and the Junior Creditors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Subordination Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Senior Creditors and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of creditthis Agreement, regardless of any investigation made by the Bank Senior Creditors or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Subordination Agreement shall terminate. The agreements made herein shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of any Senior Obligation is rescinded or must otherwise be restored by any Senior Creditor or the Junior Creditors upon the bankruptcy or reorganization of the Borrower, the Junior Creditors or otherwise. (b) In the event any one or more of the provisions contained in this Security Subordination Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Grantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Lender and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank Lender or on its their behalf and notwithstanding that the Bank Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until this Security Agreement shall terminate. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Bank regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as 5 5 long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made in writing by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of creditLoans, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid or as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Senior Loan Document shall be considered to have been relied upon by the Bank Senior Collateral Agent and the other Senior Secured Parties and shall survive the execution and delivery making by the Senior Banks of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Banks regardless of any investigation made by the Bank Senior Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Senior Loan Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Senior Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document the Reimbursement Agreement shall be considered to have been relied upon by the Bank and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementbehalf, and shall continue in full force and effect until as long as any Reimbursement Obligation or any other fee or amount payable under this Security Agreement shall terminateor the Reimbursement Agreement is outstanding and unpaid and as long as the Letter of Credit has not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document in the Reimbursement Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any either Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by each of the Bank Agents, Issuing Banks and Banks and each Guarantor and shall survive the execution and delivery making of any Loan Documents the Loans and the making issuance of any Loan or other extension the Acceptances by the Banks, and the issuance of credit, the Letters of Credit by the Issuing Banks regardless of any investigation made by the Bank Banks or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor, without duplication of the foregoing, under any of the other Loan Documents, is outstanding and unpaid or the outstanding Acceptances and the L/C Exposure have not been reduced to zero and as long as the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Administrative Agent and the Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent, the Issuing Banks and the Lenders and shall survive the execution and delivery of any Loan Documents this Agreement and the making of the Loans and issuance of any Loan or other extension Letter of creditCredit, regardless of any investigation made by the Bank any of them or on its their behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Revolving Credit Agreement, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not expired or been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans, the issuance of Letters of Credit by the Issuing Bank, the execution and delivery to the Lenders of any Loan Documents notes evidencing such Loans and the making purchase and resale of any Loan or other extension of credit, the Notes by the Initial Purchasers regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminate. (ba) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each of the Company and the Junior Creditors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Subordination Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Senior Creditors and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of creditthis Agreement, regardless of any investigation made by the Bank Senior Creditors or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Subordination Agreement shall terminate. The agreements made herein shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of any Senior Obligation is rescinded or must otherwise be restored by any Senior Creditor or the Junior Creditors upon the bankruptcy or reorganization of the Company, the Junior Creditors or otherwise. (b) In the event any one or more of the provisions contained in this Security Subordination Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any the Borrower herein and the Subsidiary Guarantors hereunder and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document or other certified or signed document delivered pursuant hereto or thereto or in connection herewith or therewith shall be considered to survive the making by the Lenders of the Loans. Such covenants, agreements, representations and warranties have been or will be relied upon by the Bank Administrative Agent or any Lender or on their behalf and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of notwithstanding any investigation made by the Bank Indemnified Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security as long as any Loan or any other Obligation hereunder or under the Credit Agreement shall terminateremain unpaid or unsatisfied. (b) In the event If any one or more provision of the provisions contained in this Security Agreement or any the other Loan Document should Documents is held to be held invalidillegal, illegal invalid or unenforceable in any respectunenforceable, (1) the validitylegality, legality validity and enforceability of the remaining provisions contained herein or therein of this Agreement and the other Loan Documents shall not in any way be affected or impaired thereby and (it being understood that 2) the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-good faith negotiations to replace the invalidillegal, illegal invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalidillegal, illegal invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank Administrative Agent or any Lender or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is unpaid, the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminatethe indefeasible payment in full in cash of the Obligations and the termination of the Commitments. (b) In the event If any one or more provision of the provisions contained in this Security Agreement or any other Loan Document should is held to be held invalidillegal, illegal invalid or unenforceable in under any respectpresent or future Law, and if the validityrights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, legality (i) such provision will be fully severable, (ii) this Agreement will be construed and enforceability of enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions contained herein or therein shall of this Agreement will remain in full force and effect and will not in any way be affected by the illegal, invalid or impaired thereby unenforceable provision or by its severance herefrom and (it being understood that the invalidity of a particular provision iv) in a particular jurisdiction shall not in and of itself affect the validity lieu of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalidillegal, illegal invalid or unenforceable provisions with provision, there will be added automatically as a part of this Agreement a legal, valid provisions the economic effect of which comes and enforceable provision as close as possible similar in terms to that of the invalidsuch illegal, illegal invalid or unenforceable provisionsprovision as may be possible.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Senior Debt Document shall be considered to have been relied upon by the Bank Senior Collateral Agent and the other Senior Secured Parties and shall survive the execution and delivery making by the Senior Banks of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the Issuing Banks regardless of any investigation made by the Bank Senior Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Senior Debt Document is outstanding and unpaid or the L/C Exposure does not equal zero and as long as the Commitments and the L/C Commitment have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Senior Debt Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent, the Issuing Bank and the Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents the Revolving Loans and the making issuance by the Issuing Bank of any Loan or other extension Letters of credit, Credit regardless of any investigation made by the Administrative Agent, the Issuing Bank or any Lender or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Revolving Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document or in respect of any Letter of Credit is outstanding and unpaid, the Revolving Commitments have not been terminated or any Letter of Credit is outstanding. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any Borrower the Company and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Administrative Agent, the Issuing Bank, the Lenders and each Guarantor and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making of any Loan or other extension of credit, regardless of any investigation made issuance by the Issuing Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Letters of Credit Agreement, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents or in respect of any Letter of Credit is outstanding and unpaid, the Commitments have not been terminated or any Letter of Credit is outstanding. (b) In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower herein or on behalf of the Guarantors herein, in the Credit Agreement, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Guaranty, the Credit Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Administrative Agent and the Guarantied Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance by the Issuing Lender of any Loan or other extension the Letters of credit, Credit regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as Termination Conditions have not been satisfied. (b) In the event any one or more of the provisions contained in this Security Agreement Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank other parties hereto and shall survive the execution and delivery of any the Loan Documents and the making of any Loan or other extension Loans and issuance of creditany Letters of Credit, regardless of any investigation made by the Bank any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementhereunder, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Security Agreement shall terminateis outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. (b) In the event any one or more Any provision of the provisions contained in this Security Agreement or any other Loan Document should held to be held invalid, illegal or unenforceable in any respectjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that hereof; and the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of invalidate such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Credit Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Lenders and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank Lenders or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Credit Document is outstanding and unpaid and as long as the Commitments have not expired or been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Credit Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) a. All covenants, agreements, representations covenants and warranties agreements made by any each Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Agent, each Bank and each Guarantor and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that Banks of the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementLoans, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents is outstanding and unpaid and as long as the Commitments have not been terminated. (b) b. In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Lender and each Guarantor and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, regardless of any investigation made by the Bank or on its behalf and notwithstanding that Lenders of the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementLoans, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any case one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-good- faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, agreements representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any the other Loan Document Documents shall be considered to have been relied upon by the Bank Lender and shall survive the execution and delivery making by the Lender of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank any of them or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations covenants and warranties agreements made by any the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent, the other Secured Parties and each Guarantor and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, regardless of any investigation made Credit and Acceptance by the Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit AgreementIssuing Bank, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Security Agreement shall terminateor under any of the other Loan Documents is outstanding and unpaid or the LC and Acceptance Exposure does not equal zero and as long as the Commitments have not been terminated. (b) In the event case any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction)thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent, the Issuing Banks and the Lenders and shall survive the execution and delivery of any Loan Documents this Agreement and the making of the Loans and issuance of any Loan or other extension Letter of creditCredit, regardless of any investigation made by the Bank any of them or on its their behalf and notwithstanding that the any Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not expired or been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, the Loans by the Lenders regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Revolving Credit Obligation remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any the Borrower and the Subsidiary Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement Guaranty or any other Loan Document shall be considered to have been relied upon by the Bank Administrative Agent and the other Guaranteed Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents the Loans and the making issuance of any Loan or other extension the Letters of credit, Credit by the L/C Issuer regardless of any investigation made by the Bank Guaranteed Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateGuaranty or any other Loan Document is outstanding and unpaid or the Commitments have not been terminated or any L/C Obligations have not been Cash Collateralized in accordance with the provisions of the Credit Agreement. (b) In the event any one or more of the provisions contained in this Security Agreement Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery of any Loan Documents and the making of any Loan or other extension of credit, the Loans by the Lenders regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until this Security Agreement shall terminateas long as any Investor Revolver Obligation remains unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Representative and the other Secured Parties and, except for any terminations, amendments or modifications thereof in accordance with the terms hereof or thereof, shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that their behalf, and, except for any termination, amendments or modifications thereof in accordance with the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementterms hereof, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, ------------------------------------ agreements, representations and warranties made by any Borrower the Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Collateral Agent and the other Secured Parties and shall survive the execution and delivery making by the Lenders of any Loan Documents and the making of any Loan or other extension of creditLoans, regardless of any investigation made by the Bank Secured Parties or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Survival of Agreement; Severability. (a) All covenants, agreements, representations and warranties made by any Borrower the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Security Agreement or any other Loan Document shall be considered to have been relied upon by the Bank Agent and the Banks and shall survive the execution and delivery making by the Banks of any Loan Documents and the making of any Loan or other extension of credit, Loans regardless of any investigation made by the Agent or any Bank or on its behalf and notwithstanding that the Bank may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreementtheir behalf, and shall continue in full force and effect until as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Security Agreement shall terminateor any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated. (b) In the event any one or more of the provisions contained in this Security Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.