Common use of Integration; Binding Effect; Survival of Terms Clause in Contracts

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Support. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Transferor may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportTransferor. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support No Transferor may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportTransferor. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative AgentAdministrator, for the benefit of Market Street and the LendersLC Bank and their assigns, its rights, remedies, powers and privileges hereunder and that the Administrative Agent Administrator may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Administrator, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent Administrator in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement. (c) This Agreement amends and restates the Existing Agreement in its entirety, effective as of the Closing Date, and is not intended to constitute a novation of the obligations thereunder. Nothing contained herein shall terminate any security interests or subordinations previously granted in favor of Three Pillars Funding LLC (“TPF”) or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (f/k/a SunTrust Capital Markets, “STRH”) in connection with the Existing Agreement and the transactions contemplated thereby; such security interests and subordinations are being assigned by TPF and STRH to Market Street and the Administrator, as applicable; and such security interest and subordinations shall continue in full force and effect in favor of Market Street, the LC Bank and the Administrator, as applicable, from and after the Closing Date.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative AgentAdministrator, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent Administrator may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Administrator, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent Administrator in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Royalties Rights Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Royalties Rights Agreement shall be binding upon and inure to the benefit of the TransferorsSponsor, Smithfield SupportRJS, ▇▇▇▇▇ the Purchaser, the Bond Administrator, the Brazilian Collateral Agent, the Oil Revenues Payment Agent, the Bond Administrator, the Brazilian Collateral Agent, the Indenture Trustee and their respective successors and permitted assigns (including the Indenture Trustee and any trustee in bankruptcy). (c) None Each of the Transferors nor Smithfield Support Sponsor and RJS may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe Indenture Trustee. Buyer The Purchaser may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor the Sponsor or Smithfield SupportRJS. Without limiting the foregoing, each Transferor the Sponsor and Smithfield Support RJS acknowledges that Buyerthe Purchaser, pursuant to the Credit Indenture and Security Agreementany Indenture Supplement, may assign to the Administrative AgentIndenture Trustee, for the benefit of the LendersSecured Parties, its rights, remedies, powers and privileges hereunder and that the Administrative Agent Indenture Trustee may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit Indenture and Security Agreementany Indenture Supplement. Each Transferor of the Sponsor and Smithfield Support RJS agrees that the Administrative Agent Indenture Trustee shall, subject to the terms of the Credit Indenture and Security Agreementany Indenture Supplement, have the right to enforce this Royalties Rights Agreement and to exercise directly all of Buyerthe Purchaser’s rights and remedies under this Royalties Rights Agreement (including the right to give or withhold any consents or approvals of Buyer the Purchaser to be given or withheld hereunder) and each Transferor the Sponsor and Smithfield Support RJS agrees to cooperate fully with the Administrative Agent Indenture Trustee in the exercise of such rights and remedies. (d) This Royalties Rights Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor the Sponsor or RJS pursuant to Article IIIII; and (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 6.5 shall be continuing and shall survive any termination of this Royalties Rights Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section Sections 7.5 and 7.6 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other the Transaction Document Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerBuyer and the Managing Agents. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign as collateral security to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges (but none of its obligations) hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the collateral assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section Sections 7.4, 7.5 and 7.6 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other the Transaction Document Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerBuyer and the Managing Agents. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign as collateral security to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges (but none of its obligations) hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the collateral assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section Sections 7.5 and 7.6 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VIVIII; and (iii) Section 7.5 9.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Facility Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Loan Agreement, may assign to the Administrative Program Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder here-under and that the Administrative Program Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Loan Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Program Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Loan Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Program Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of each of the TransferorsOriginators, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerBuyer (and, while the Loan Agreement remains in effect, Administrator). Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Receivables Sale Agreement, may assign to the Administrative Agent, for the benefit Borrower all of the Lenders, its Buyer's rights, remedies, powers and privileges hereunder and that Borrower, pursuant to the Administrative Agent Loan Agreement, may further assign such pledge to Administrator, for the benefit of Lender and its assigns, its rights, remedies, powers and privileges to hereunder. Originator agrees that, at any time while the extent permitted Loan Agreement remains in effect, Administrator, as the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent pledgee of Borrower (as Buyer's assignee), shall, subject to the terms of the Credit and Security Loan Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) ). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 8.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VIVIII; and (iii) Section 7.5 9.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsALG, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . ALG may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportALG. Without limiting the foregoing, each Transferor and Smithfield Support ALG acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support ALG agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support ALG agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor ALG pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Transferor may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportTransferor. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; VI and (iiiii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of each Originator, the Transferors, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Buyer. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Supportof the Originators. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that the Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support of the Originators agrees that the Administrative Agent Agent, as the assignee of the Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of the Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support of the Originators agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor of the Originators pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT CONTAIN THE FINAL AND COMPLETE INTEGRATION OF ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN UNDERSTANDINGS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. (b) This Agreement shall be binding upon and inure to the benefit of each Originator, the Transferors, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Buyer. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Supportof the Originators. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that the Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support of the Originators agrees that the Administrative Agent Agent, as the assignee of the Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of the Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support of the Originators agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor of the Originators pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Supportthe Originators. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor an Originator pursuant to Article IIIII; (ii) the indemnification and payment provisions of Article VIVIII; and (iii) Section 7.5 9.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of . Except as provided in the Transferors next sentence, neither Buyer nor Smithfield Support Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe other party and the Agent. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Support. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VIVI ; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Contribution and Sale Agreement, may assign to the SPE, and the SPE, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the ultimate assignee hereof, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other The Transaction Document Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof sale and collection of the Receivables and Related Security and shall constitute the entire agreement among the parties hereto with respect to the such subject matter hereof matter, superseding all prior oral or written understandingsunderstandings with respect to the sale and collection of the Receivables and Related Security. (b) Nothing contained herein or in any other Transaction Document shall be deemed to prohibit or limit any merger or consolidation of an Originator with another Originator so long as any necessary financing statements are filed, promptly after the effectiveness of such merger or consolidation, under the UCC in all jurisdictions necessary to make the representations and warranties contained in this Agreement true and correct after giving effect to such merger or consolidation. This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginators, Smithfield Support, ▇▇▇▇▇ the Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Buyer; provided, however, that no consent of the Buyer shall be required in connection with an assignment by operation of law to the surviving Originator in a merger or consolidation described in the first sentence of this Section 7.9(b). The Buyer may pledge or assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that the Buyer, pursuant to the Credit and Security Agreement, may assign grant to the Administrative Agent, Agent for the benefit of the LendersSecured Parties (under and as defined in the Credit and Security Agreement), its a security interest in the Buyer's rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreementhereunder. Each Transferor and Smithfield Support agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification ---------- and payment provisions of Article VI; and (iii) Section 7.5 7.4 shall be continuing ---------- ----------- and shall survive any assignment or termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginators, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.force

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall supersede and replace the Original Receivables Sale Agreement (other than any provisions thereof which by their express terms survive termination of the Original Receivables Sale Purchase Agreement). (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsInterface and SPV, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Interface may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerSPV. Buyer SPV may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportInterface. Without limiting the foregoing, each Transferor and Smithfield Support Interface acknowledges that BuyerSPV, pursuant to the Credit and Security Loan Agreement, may assign grant security interests to the Administrative AgentAdministrator, for the benefit of the LendersLender, in its rights, remedies, powers and privileges hereunder and that the Administrative Agent Administrator may further assign such rights, remedies, powers and privileges security interests to the extent permitted in the Credit and Security Loan Agreement. Each Transferor and Smithfield Support Interface agrees that the Administrative Agent Administrator, as the secured party of SPV, shall, subject to the terms of the Credit and Security Loan Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies of SPV as secured party under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer SPV to be given or withheld hereunder) and each Transferor and Smithfield Support Interface agrees to cooperate fully with the Administrative Agent Administrator in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Interface pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may -29- 35 further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandingsTHIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT CONTAIN THE FINAL AND COMPLETE INTEGRATION OF ALL PRIOR EXPRESSIONS BY THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF SUPERSEDING ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN UNDERSTANDINGS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. (b) This Agreement shall be binding upon and inure to the benefit of each Originator, the Transferors, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Buyer. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Supportof the Originators. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that the Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support of the Originators agrees that the Administrative Agent Agent, as the assignee of the Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of the Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support of the Originators agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor of the Originators pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) a. This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) b. This Agreement shall be binding upon and inure to the benefit of the TransferorsSMMC, Smithfield Support, ▇▇▇▇▇ TPNA and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . SMMC may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe Administrative Agent (as TPNA’s ultimate assignee). Buyer TPNA may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportSMMC. Without limiting the foregoing, each Transferor and Smithfield Support SMMC acknowledges that BuyerTPNA, pursuant to the Credit and Security AgreementRSCA, may assign to the SPE, and pursuant to the CSA, the SPE may collaterally assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security AgreementCSA. Each Transferor and Smithfield Support SMMC agrees that the Administrative Agent (as the ultimate assignee of TPNA), shall, subject to the terms of the Credit and Security AgreementCSA, have the right to enforce this Agreement and to exercise directly all of BuyerTPNA’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer TPNA to be given or withheld hereunder) ), and each Transferor and Smithfield Support SMMC agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) c. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor SMMC pursuant to Article II; , (ii) the indemnification and payment provisions of Article VI; , and (iii) Section 7.5 Sections 7.4 through and including 7.10 shall be continuing and shall survive any termination of this Agreement. d. Notwithstanding anything herein to the contrary, any Person into which SMMC or TPNA may be merged or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which SMMC or TPNA shall be a party, or any Persons succeeding to the business of SMMC or TPNA (so long as such person is an Affiliate of SMMC or TPNA, as applicable), shall be the successor to SMMC or TPNA hereunder, respectively, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however that such successor shall be an Affiliate of the Master Servicer.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of TPNA, the Transferors, Smithfield Support, ▇▇▇▇▇ SPE and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . TPNA may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe Administrative Agent (as the SPE’s ultimate assignee). Buyer The SPE may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportTPNA. Without limiting the foregoing, each Transferor and Smithfield Support TPNA acknowledges that Buyer, pursuant to the Credit and Security Agreement, SPE may collaterally assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security AgreementCSA. Each Transferor and Smithfield Support TPNA agrees that the Administrative Agent (as the ultimate assignee of the SPE), shall, subject to the terms of the Credit and Security AgreementCSA, have the right to enforce this Agreement and to exercise directly all of Buyerthe SPE’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer the SPE to be given or withheld hereunder) ), and each Transferor and Smithfield Support TPNA agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (dc) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor TPNA pursuant to Article II; , (ii) the indemnification and payment provisions of Article VI; , and (iii) Section 7.5 Sections 7.4 through and including 7.10 shall be continuing and shall survive any termination of this Agreement. (d) Notwithstanding anything herein to the contrary, any Person into which TPNA may be merged or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which TPNA shall be a party, or any Persons succeeding to the business of TPNA (so long as such person is an Affiliate of TPNA), shall be the successor to TPNA hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however that such successor shall be an Affiliate of Master Servicer.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VIVIII; and (iii) Section 7.5 9.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of . Except as provided in the Transferors next sentence, neither Buyer nor Smithfield Support Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe other party and the Agent. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Support. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article IIII ; (ii) the indemnification and payment provisions of Article VIVI ; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsSMMC, Smithfield Support, ▇▇▇▇▇ TPNA and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . SMMC may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe Lender (as TPNA’s ultimate assignee). Buyer TPNA may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportSMMC. Without limiting the foregoing, each Transferor and Smithfield Support SMMC acknowledges that BuyerTPNA, pursuant to the Credit and Security AgreementRSCA, may assign to the Administrative AgentSPE, for and pursuant to the benefit of CSA, the LendersSPE may collaterally assign to the Lender, its rights, remedies, powers and privileges hereunder and that the Administrative Agent Lender may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security AgreementCSA. Each Transferor and Smithfield Support SMMC agrees that the Administrative Agent Lender (as the ultimate assignee of TPNA), shall, subject to the terms of the Credit and Security AgreementCSA, have the right to enforce this Agreement and to exercise directly all of BuyerTPNA’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer TPNA to be given or withheld hereunder) ), and each Transferor and Smithfield Support SMMC agrees to cooperate fully with the Administrative Agent Lender in the exercise of such rights and remedies. (dc) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor SMMC pursuant to Article II; , (ii) the indemnification and payment provisions of Article VI; , and (iii) Section 7.5 Sections 7.4 through and including 7.10 shall be continuing and shall survive any termination of this Agreement. (d) Notwithstanding anything herein to the contrary, any Person into which SMMC or TPNA may be merged or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which SMMC or TPNA shall be a party, or any Persons succeeding to the business of SMMC or TPNA (so long as such person is an Affiliate of SMMC or TPNA, as applicable), shall be the successor to SMMC or TPNA hereunder, respectively, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however that such successor shall be an Affiliate of the Master Servicer.

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Note and each other Transaction Document Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Support. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; , (ii) the indemnification and payment provisions of Article VI; , and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement. (c) It is anticipated that (i) all of the capital stock of Originator not owned by Buyer shall be transferred to Buyer, (ii) on or prior to January 5, 2004 (the “Anticipated Merger Date”) Originator shall merge with, liquidate into or otherwise consolidate with Buyer, with the effect that Originator shall cease to have a separate legal existence (the “Merger”) and (iii) on giving effect to the Merger, there shall be no change in the name of Buyer indicated on the public record of Buyer’s jurisdiction of organization or in the form or jurisdiction of organization of Buyer. Promptly following its becoming aware that the Merger shall not occur on or prior to the Anticipated Merger Date, or that the circumstances relating to the Merger shall be different in any respect from the description set forth clauses (i), (ii) and (iii) above, Buyer shall so advise the Agent in writing. Promptly following the occurrence of the Merger, Buyer shall provide the Agent a certificate of merger or similar evidence of the occurrence of the Merger, certified by the Secretary of State of Delaware and setting forth the registered name of Buyer at such time. Upon giving effect to the Merger, this Agreement shall, subject to Section 7.9(b), terminate. Following the Merger, it is anticipated that Buyer shall continue to sell “Receivables” under the Sale Agreement, including “Receivables” originated in connection with the operation of the business formerly owned by Originator. (d) It is further anticipated that, at all times prior to the occurrence of the Merger, the Purchase Agreement shall be in effect and the Agent, for the benefit of the Purchasers under the Purchase Agreement, shall be the ultimate assignee of any right, title or interest created in favor of Buyer hereunder. All references herein to the Agent are intended to mean and be a reference to the Agent as such ultimate assignee. In the event the Purchase Agreement shall for any reason cease to be in effect or the ultimate assignee shall cease to be the Agent, and the Agent shall so advise Originator and Buyer in writing, each reference herein to “Agent” shall thereafter mean and be a reference to Buyer or the ultimate assignee then in effect.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersSecured Parties, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security AgreementLFA, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security AgreementLFA. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security AgreementLFA, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsTransferor, Smithfield Support, ▇▇▇▇▇ Transferee and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Transferor may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerTransferee, the Agent and the Purchasers. Buyer Transferee may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportTransferor. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may Transferee will assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent Agent, as the assignee of Transferee, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of BuyerTransferee’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer Transferee to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.4 and Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement Agreement, the Subordinated Notes and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer▇▇▇▇▇ and the Administrative Agent. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Receivables Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Receivables Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Receivables Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . Each Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to Buyer hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 8.4 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other The Transaction Document Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof sale and collection of the Receivables and Related Security and shall constitute the entire agreement among the parties hereto with respect to the such subject matter hereof matter, superseding all prior oral or written understandingsunderstandings with respect to the sale and collection of the Receivables and Related Security. (b) Nothing contained herein or in any other Transaction Document shall be deemed to prohibit or limit any merger or consolidation of Seller with another Seller so long as any necessary financing statements are filed, promptly after the effectiveness of such merger or consolidation, under the UCC in all jurisdictions necessary to make the representations and warranties contained in this Agreement true and correct after giving effect to such merger or consolidation. This Agreement shall be binding upon and inure to the benefit of the TransferorsSeller, Smithfield Support, ▇▇▇▇▇ the Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Seller may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Buyer; provided, however, that no consent of the Buyer shall be required in connection with an assignment by operation of law to the surviving Seller in a merger or consolidation described in the first sentence of this Section 8.9(b). The Buyer may pledge or assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportSeller. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Seller pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 8.4 shall be continuing and shall survive any assignment or termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall supersede and replace the Original Receivables Transfer Agreement (other than any provisions thereof which by their express terms survive termination of the Original Receivables Transfer Agreement). (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Original Seller and Interface, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Original Seller may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerInterface. Buyer Interface may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginal Seller. Without limiting the foregoing, each Transferor and Smithfield Support Original Seller acknowledges that BuyerInterface, pursuant to the Credit and Security Receivables Sale Agreement, may assign to the Administrative Agent, for the benefit of the LendersSPV, its rights, remedies, powers and privileges hereunder and hereunder, that the Administrative Agent SPV, pursuant to the Loan Agreement, may further assign such grant to Administrator a security interest in its rights, remedies, powers and privileges thereunder, and that the Administrator may further assign such security interest to the extent permitted in the Credit and Security Loan Agreement. Each Transferor and Smithfield Support Original Seller agrees that SPV, as the Administrative Agent assignee of Interface, and the Administrator, as secured party of SPV, shall, subject to the terms of the Credit Receivables Sale Agreement and Security the Loan Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s Interface's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer Interface to be given or withheld hereunder) and each Transferor and Smithfield Support Original Seller agrees to cooperate fully with SPV and the Administrative Agent Administrator in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Original Seller pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies -------- ------- with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment ---------- provisions of Article VI; and (iii) Section 7.5 shall be continuing and ---------- ----------- shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.. AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator and Buyer, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchas ers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance accor dance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor the Originators pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing continu ing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginators, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsNSI Enterprises, Smithfield Support, ▇▇▇▇▇ NSI Georgia and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support NSI Enterprises may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer NSI Georgia. (d) NSI Georgia may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportNSI Enterprises. Without limiting the foregoing, each Transferor and Smithfield Support NSI Enterprises acknowledges that BuyerNSI Georgia, pursuant to the Contribution and Sale Agreement, may assign to the SPE, and the SPE, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support . (e) NSI Enterprises agrees that the Administrative Agent Agent, as the ultimate assignee hereof, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s NSI Georgia's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer NSI Georgia to be given or withheld hereunder) and each Transferor and Smithfield Support NSI Enterprises agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (df) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor NSI Enterprises pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other The Transaction Document Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof sale and collection of the Receivables and Related Security and shall constitute the entire agreement among the parties hereto with respect to the such subject matter hereof matter, superseding all prior oral or written understandingsunderstandings with respect to the sale and collection of the Receivables and Related Security. (b) Nothing contained herein or in any other Transaction Document shall be deemed to prohibit or limit any merger or consolidation of an Originator with another Originator so long as any necessary financing statements are filed, promptly after the effectiveness of such merger or consolidation, under the UCC in all jurisdictions necessary to make the representations and warranties contained in this Agreement true and correct after giving effect to such merger or consolidation. Nothing contained herein or any other Transaction Document shall be deemed to prohibit or limit any new entity from becoming an Originator hereunder so long as items 2 through 10 of Schedule A attached hereto are satisfied by such entity. This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginators, Smithfield Support, ▇▇▇▇▇ the Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Buyer; provided, however, that no consent of the Buyer shall be required in connection with an assignment by operation of law to the surviving Originator in a merger or consolidation described in the first sentence of this Section 7.9(b). The Buyer may pledge or assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that the Buyer, pursuant to the Credit and Security Agreement, may assign grant to the Administrative Agent, Agent for the benefit of the LendersSecured Parties (under and as defined in the Credit and Security Agreement), its a security interest in the Buyer’s rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreementhereunder. Each Transferor and Smithfield Support agrees that the Administrative Agent shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 7.4 shall be continuing and shall survive any assignment or termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement hereby supersedes in its entirety the Amended Receivables Sale Agreement as of the date hereof. From and after the effectiveness of this Agreement, all representations, warranties and indemnities shall be applicable to the Purchased Receivables with the same force and effect as the Receivables arising on or after the date of this Agreement. (b) This Agreement, the Purchase Agreement and each other Transaction Document document or instrument executed or delivered in connection therewith and each Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (bc) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerBuyer and each of the Agents. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Collateral Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Collateral Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Collateral Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Collateral Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment ---------- provisions of Article VI; and (iii) Section 7.5 7.6 shall be continuing and shall ---------- ----------- survive any termination of this Agreement. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Originator pursuant to Article II, (ii) the indemnification and payment ---------- provisions of Article VI, and Section 7.6 shall be continuing and shall survive ---------- ----------- any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator and Buyer, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsMorningstar and Buyer, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Morningstar may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Person without the consent of any Transferor or Smithfield SupportMorningstar. Without limiting the foregoing, each Transferor and Smithfield Support Morningstar acknowledges that Buyer, pursuant to the Credit and Security Sale Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, Dairy Group L.P. its rights, remedies, powers and privileges hereunder and that such rights, remedies, powers and privileges may be further assigned by Dairy Group L.P. to the Administrative Agent for the benefit of the Purchasers and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Morningstar agrees that the Administrative Agent Dairy Group L.P., as the assignee of Buyer, and the Agent, as the assignee of Dairy Group L.P. shall, subject to the terms of the Credit Sale Agreement and Security the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Morningstar agrees to cooperate fully with Dairy Group L.P. and the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Morningstar pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Original Seller and Originator, Smithfield Support, ▇▇▇▇▇ and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Original Seller may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerOriginator. Buyer Originator may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginal Seller. Without limiting the foregoing, each Transferor and Smithfield Support Original Seller acknowledges that BuyerOriginator, pursuant to the Credit and Security Receivables Sale Agreement, may assign to the Administrative Agent, for the benefit of the LendersSPV, its rights, remedies, powers and privileges hereunder hereunder, that the SPV, pursuant to the Purchase Agreement, may assign to the Agent its rights, remedies, powers and privileges thereunder, and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Original Seller agrees that SPV, as the Administrative Agent assignee of Originator, and the Agent, as assignee of SPV, shall, subject to the terms of the Credit Receivables Sale Agreement and Security the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s Originator's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer Originator to be given or withheld hereunder) and each Transferor and Smithfield Support Original Seller agrees to cooperate fully with SPV and the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Original Seller pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the LendersSecured Parties, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferors, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Transferor may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportTransferor. Without limiting the foregoing, each Transferor and Smithfield Support acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Loan Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator, Smithfield Support, ▇▇▇▇▇ Transferee and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of BuyerTransferee; provided that no consent shall be required for a merger or consolidation referred to in the proviso to Section 5.04. Buyer Transferee may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that BuyerTransferee, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, Collateral Agent for the benefit of the LendersAgents and the Lenders and their assigns, its rights, remedies, powers and privileges hereunder and that the Administrative Collateral Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agents and the Lenders and their respective successors and assigns are intended third party beneficiaries of this Agreement and that the Agents, as the Transferee’s assigns, and the Agents’ assigns shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of BuyerTransferee’s rights and remedies under this Agreement on behalf of the Agents and the Lenders and their respective successors and assigns (including the right to give or withhold any consents or approvals of Buyer Transferee to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent Agents and their assigns in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article IIIII; (ii) the indemnification and payment provisions of Article VIVIII; and (iii) Section 7.5 9.05 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsASP, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . ASP may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportASP. Without limiting the foregoing, each Transferor and Smithfield Support ASP acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support ASP agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support ASP agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor ASP pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Administrative AgentAdministrator, for the benefit of the LendersTPF and its assigns, its rights, remedies, powers and privileges hereunder and that the Administrative Agent Administrator may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Administrator, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent Administrator in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsOriginators, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportOriginator. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Loan Agreement, may assign pledge to the Administrative AgentAdministrator, for the benefit of the LendersLenders and their assigns, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreementhereunder. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Administrator, as the pledgee of Buyer, shall, subject to the terms of the Credit and Security Loan Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) ). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 8.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Transferorseach Originator, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield Supportof the Originators. Without limiting the foregoing, each Transferor and Smithfield Support Originator acknowledges that Buyer, pursuant to the Credit and Security Receivables Purchase Agreement, may assign to the Administrative Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Receivables Purchase Agreement. Each Transferor and Smithfield Support Originator agrees that the Administrative Agent Agent, as the assignee of Buyer, shall, subject to the terms of the Credit and Security Receivables Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s 's rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

Integration; Binding Effect; Survival of Terms. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the TransferorsIPCO, Smithfield Support, ▇▇▇▇▇ Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). (c) None of the Transferors nor Smithfield Support . IPCO may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Transferor or Smithfield SupportIPCO. Without limiting the foregoing, each Transferor and Smithfield Support IPCO acknowledges that Buyer, pursuant to the one Credit and Security Agreement, may assign to the Administrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. Each Transferor and Smithfield Support IPCO agrees that the Administrative Agent Agent, as the ultimate assignee hereof, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Transferor and Smithfield Support IPCO agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. (d) . This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Transferor IPCO pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.