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 NSI Georgia, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia 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 NSI Georgia. Without limiting the foregoing, NSI Georgia acknowledges that Buyer, pursuant to the Credit and Security Agreement, may assign to the Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. NSI Georgia agrees that the 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia agrees to cooperate fully with the Agent in the exercise of such rights and remedies. 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 NSI Georgia 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 NSI GeorgiaIPFS, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia IPFS 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 NSI GeorgiaIPFS. Without limiting the foregoing, NSI Georgia IPFS 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. NSI Georgia IPFS agrees that the Administrative Agent, as the ultimate assignee of Buyerhereof, 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia IPFS agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. 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 NSI Georgia IPFS 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 NSI Georgiathe Originators, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia No 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 NSI Georgiaany Originator. Without limiting the foregoing, NSI Georgia each Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. NSI Georgia Each Originator agrees that the 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia each Originator agrees to cooperate fully with the Agent in the exercise of such rights and remedies. 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 NSI Georgia any 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 NSI GeorgiaEnterprises, Buyer NSI Georgia and their respective successors and permitted assigns (including any trustee in bankruptcy). . (c) NSI Georgia 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 NSI GeorgiaEnterprises. Without limiting the foregoing, NSI Georgia 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 Agent, for the benefit of the Lenders, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreement. . (e) NSI Georgia Enterprises agrees that the Agent, as the ultimate assignee of Buyerhereof, shall, subject to the terms of the Credit and Security Agreement, have the right to enforce this Agreement and to exercise directly all of BuyerNSI Georgia's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer NSI Georgia to be given or withheld hereunder) and NSI Georgia Enterprises agrees to cooperate fully with the Agent in the exercise of such rights and remedies. . (f) 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 NSI Georgia 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 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 NSI Georgiathe Originators, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia No 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 NSI Georgiaany Originator. Without limiting the foregoing, NSI Georgia each Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the AgentAdministrator, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Agent Administrator may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. NSI Georgia Each Originator agrees that the AgentAdministrator, 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia each Originator agrees to cooperate fully with the Agent Administrator in the exercise of such rights and remedies. 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 NSI Georgia any Originator pursuant to Article II2; (ii) the indemnification and payment provisions of Article VI6; 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 NSI Georgiaeach Originator, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia No 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 NSI Georgiaeach Originator. Without limiting the foregoing, NSI Georgia each Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign has assigned to the Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. NSI Georgia Each Originator agrees that the 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia each Originator agrees to cooperate fully with the Agent in the exercise of such rights and remedies. 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 NSI Georgia any 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 NSI Georgiathe Originators, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia No 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 NSI Georgiaany Originator. Without limiting the foregoing, NSI Georgia each Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. NSI Georgia Each Originator agrees that the 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia each Originator agrees to cooperate fully with the Agent in the exercise of such rights and remedies. 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 NSI Georgia any 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 NSI GeorgiaSellers, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia No Seller 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 NSI Georgiaany Seller. Without limiting the foregoing, NSI Georgia each Seller acknowledges that Buyer, pursuant to the Credit and Security Loan Agreement, may assign pledge to the Administrative Agent, for the benefit of the Agents and the Lenders, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreementhereunder. NSI Georgia Each Seller agrees that the Administrative Agent, as the assignee 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia agrees to cooperate fully with the Agent in the exercise of such rights and remedies). 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 NSI Georgia any 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 NSI GeorgiaTPNA, Buyer the SPE and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia TPNA may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyerthe Lender (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 NSI GeorgiaTPNA. Without limiting the foregoing, NSI Georgia TPNA acknowledges that Buyer, pursuant to the Credit and Security Agreement, SPE may collaterally assign to the Agent, for the benefit of the LendersLender, its rights, remedies, powers and privileges hereunder and that the Agent Lender may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security AgreementCSA. NSI Georgia TPNA agrees that the Agent, Lender (as the ultimate assignee of Buyerthe 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 Buyer's the SPE’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer the SPE to be given or withheld hereunder) ), and NSI Georgia TPNA agrees to cooperate fully with the Agent 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 NSI Georgia 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 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 NSI GeorgiaOriginator, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia 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 NSI GeorgiaOriginator. Without limiting the foregoing, NSI Georgia Originator acknowledges that Buyer, pursuant to the Credit and Security Purchase Agreement, may assign to the Agent, for the benefit of the LendersPurchasers, its rights, remedies, powers and privileges hereunder and that the Agent may -29- 35 further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Purchase Agreement. NSI Georgia Originator agrees that the 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia Originator agrees to cooperate fully with the Agent in the exercise of such rights and remedies. 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 NSI Georgia 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 NSI GeorgiaSellers, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). NSI Georgia No Seller 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 NSI Georgiaany Seller. Without limiting the foregoing, NSI Georgia each Seller acknowledges that Buyer, pursuant to the Credit and Security Loan Agreement, may assign pledge to the Administrative Agent, for the benefit of the Agents and the Lenders, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Credit and Security Agreementhereunder. NSI Georgia Each Seller agrees that the Administrative Agent, as the assignee 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, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and NSI Georgia agrees to cooperate fully with the Agent in the exercise of such rights and remedies). 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 NSI Georgia any 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.