“[Section 2.8] Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality.”

An Eligible Employee’s commission of any act or acts involving dishonesty, fraud, illegality, or moral turpitude;

Any defense of the Credit Parties, including without limitation, the invalidity, illegality or unenforceability of any of the Obligations; or

any illegality or lack of validity or enforceability of any Obligation or any Credit Document or any related agreement or instrument;

that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality;

Any provision of this Agreement held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal.

Legal Construction. In case any one or more of the provisions contained in this Agreementshallforanyreasonbeheldtobeinvalid,illegalorunenforceableinanyrespect,such invalidity, illegality, or unenforceability shall not affect any other provisions thereof, and this Agreementshallbeconstruedasifsuchinvalid,illegal,orunenforceableprovisionhadneverbeen containedherein.

Severability. Each provision of this Agreement is intended to be severable from every other provision, and the invalidity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.

invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.