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 TPNA, the SPE and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee). The SPE may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNA. Without limiting the foregoing, TPNA acknowledges that the SPE may collaterally assign to the Lender, its rights, remedies, powers and privileges hereunder and that the Lender may further assign such rights, remedies, powers and privileges to the extent permitted in the CSA. TPNA agrees that the Lender (as the ultimate assignee of the SPE), shall, subject to the terms of the CSA, have the right to enforce this Agreement and to exercise directly all of the SPE’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE to be given or withheld hereunder), and TPNA agrees to cooperate fully with the Lender in the exercise of such rights and remedies. (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 TPNA pursuant to Article II, (ii) the indemnification and payment provisions of Article VI, and 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 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 TPNANSI Georgia, the SPE Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA NSI Georgia may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee)Buyer. The SPE Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNANSI Georgia. Without limiting the foregoing, TPNA NSI Georgia acknowledges that Buyer, pursuant to the SPE Credit and Security Agreement, may collaterally assign to the LenderAgent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Lender Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the CSACredit and Security Agreement. TPNA NSI Georgia agrees that the Lender (Agent, as the ultimate assignee of the SPE)Buyer, shall, subject to the terms of the CSACredit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of the SPE’s Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE Buyer to be given or withheld hereunder), ) and TPNA NSI Georgia agrees to cooperate fully with the Lender Agent in the exercise of such rights and remedies. (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 TPNA NSI Georgia pursuant to Article II, ; (ii) the indemnification and payment provisions of Article VI, ; and Sections 7.4 through and including 7.10 (iii) Section 7.5 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 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 TPNAeach Originator, the SPE Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA No Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee)Buyer. The SPE Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNAeach Originator. Without limiting the foregoing, TPNA each Originator acknowledges that the SPE may collaterally assign Buyer, pursuant to the LenderPurchase Agreement, has assigned to the Agent, for the benefit of the Purchasers, its rights, remedies, powers and privileges hereunder and that the Lender Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the CSAPurchase Agreement. TPNA Each Originator agrees that the Lender (Agent, as the ultimate assignee of the SPE)Buyer, shall, subject to the terms of the CSAPurchase Agreement, have the right to enforce this Agreement and to exercise directly all of the SPEBuyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE Buyer to be given or withheld hereunder), ) and TPNA each Originator agrees to cooperate fully with the Lender Agent in the exercise of such rights and remedies. (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 TPNA any Originator pursuant to Article II, ; (ii) the indemnification and payment provisions of Article VI, ; and Sections 7.4 through and including 7.10 (iii) Section 7.5 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 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 TPNASellers, the SPE Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA No Seller may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee)Buyer. The SPE Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNAany Seller. Without limiting the foregoing, TPNA each Seller acknowledges that the SPE may collaterally assign Buyer, pursuant to the LenderLoan Agreement, may pledge to the Administrative Agent, for the benefit of the Agents and the Lenders, its rights, remedies, powers and privileges hereunder and that the Lender may further assign such rights, remedies, powers and privileges to the extent permitted in the CSAhereunder. TPNA Each Seller agrees that the Lender (Administrative Agent, as the ultimate assignee pledgee of the SPE)Buyer, shall, subject to the terms of the CSALoan Agreement, have the right to enforce this Agreement and to exercise directly all of the SPE’s Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE Buyer to be given or withheld hereunder), and TPNA agrees to cooperate fully with the Lender in the exercise of such rights and remedies. (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 TPNA any Seller pursuant to Article II, ; (ii) the indemnification and payment provisions of Article VI, ; and Sections 7.4 through and including 7.10 (iii) Section 7.5 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 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 TPNAthe Originators, the SPE Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA No Originator may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee)Buyer. The SPE Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNAany Originator. Without limiting the foregoing, TPNA each Originator acknowledges that Buyer, pursuant to the SPE Purchase Agreement, may collaterally assign to the LenderAgent, for the benefit of the Purchasers, its rights, remedies, powers and privileges hereunder and that the Lender Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the CSAPurchase Agreement. TPNA Each Originator agrees that the Lender (Agent, as the ultimate assignee of the SPE)Buyer, shall, subject to the terms of the CSAPurchase Agreement, have the right to enforce this Agreement and to exercise directly all of the SPEBuyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE Buyer to be given or withheld hereunder), ) and TPNA each Originator agrees to cooperate fully with the Lender Agent in the exercise of such rights and remedies. (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 TPNA any Originator pursuant to Article II, ; (ii) the indemnification and payment provisions of Article VI, ; and Sections 7.4 through and including 7.10 (iii) Section 7.5 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 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 TPNAIPFS, the SPE Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA IPFS may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee)Buyer. The SPE Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNAIPFS. Without limiting the foregoing, TPNA IPFS acknowledges that the SPE Buyer, pursuant to one Credit and Security Agreement, may collaterally assign to the LenderAdministrative Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Lender Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the CSACredit and Security Agreement. TPNA IPFS agrees that the Lender (Administrative Agent, as the ultimate assignee of the SPE)hereof, shall, subject to the terms of the CSACredit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of the SPEBuyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE Buyer to be given or withheld hereunder), ) and TPNA IPFS agrees to cooperate fully with the Lender Administrative Agent in the exercise of such rights and remedies. (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 TPNA IPFS pursuant to Article II, ; (ii) the indemnification and payment provisions of Article VI, ; and Sections 7.4 through and including 7.10 (iii) Section 7.5 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 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 TPNASellers, the SPE Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). TPNA No Seller may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Lender (as the SPE’s ultimate assignee)Buyer. The SPE Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of TPNAany Seller. Without limiting the foregoing, TPNA each Seller acknowledges that the SPE may collaterally assign Buyer, pursuant to the LenderLoan Agreement, may pledge to the Administrative Agent, for the benefit of the Agents and the Lenders, its rights, remedies, powers and privileges hereunder and that the Lender may further assign such rights, remedies, powers and privileges to the extent permitted in the CSAhereunder. TPNA Each Seller agrees that the Lender (Administrative Agent, as the ultimate assignee pledgee of the SPE)Buyer, shall, subject to the terms of the CSALoan Agreement, have the right to enforce this Agreement and to exercise directly all of the SPE’s Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPE Buyer to be given or withheld hereunder), and TPNA agrees to cooperate fully with the Lender in the exercise of such rights and remedies. (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; providedPROVIDED, howeverHOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by TPNA any Seller pursuant to Article II, ; (ii) the indemnification and payment provisions of Article VI, ; and Sections 7.4 through and including 7.10 (iii) Section 7.5 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 the Master Servicer.