Common use of Entire Agreement Clause in Contracts

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by each of the parties hereto.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous servicing agreements, understandings, inducements and conditions, express expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofthereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereofhereof (other than the Letter of Understanding, the Indemnification Agreement and the Pooling and Servicing Agreement), and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereofhereof (other than the Letter of Understanding (solely with respect to those portions of this Agreement that are not assigned to the Trustee), the Indemnification Agreement and the Pooling and Servicing Agreement), and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto Parties to it with respect to the its subject matter hereofmatter, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the its subject matter hereofmatter. The express terms hereof of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereofits terms.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous earlier agreements, understandings, inducements inducements, and conditions, express or implied, oral or written, of any nature whatsoever sort whatsoever, with respect to the subject matter hereofhereof and contains the complete agreement and understanding between the Parties hereto. The express terms hereof control and supersede any course of performance and/or Any usage of the trade inconsistent that conflicts with any of the terms herein is superseded and replaced by the express terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereofhereof (other than the Letter of Understanding (solely with respect to those portions of this Agreement that are not assigned to Trustee), the Indemnification Agreement and the Pooling and Servicing Agreement), and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement Agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement is complete and understanding among the parties hereto with respect to the subject matter hereofherein, and supersedes all and any prior and contemporaneous agreements, understandings, inducements and conditions, express expressed or implied, oral written or writtenoral, of any nature whatsoever with respect to the subject matter hereofherein. - The express expressed terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereofherein.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior agreements and contemporaneous agreements, understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire ---------------- agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains sets forth the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, whether express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof shall control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, understandings, inducements inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to employment, compensation and benefits of the subject matter hereofExecutive, and supersedes supersede all other prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, between the Executive or any of any nature whatsoever with respect their respective Affiliates relating to the subject matter hereofof this Agreement, which other prior and contemporaneous agreements and understandings, inducements or conditions shall be deemed terminated effective immediately. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among ---------------- between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained, which shall be deemed terminated effective immediately. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by agreement in writing.

Entire Agreement. This Except as herein contained, this Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements inducements, and conditions, express or implied, oral or written, of which shall no longer have any nature whatsoever with respect to the subject matter hereofforce or effect. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof and thereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereofhereof and thereof.

Entire Agreement. This Agreement contains constitutes the entire understanding and agreement and understanding among of the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements or understandings, inducements and or conditions, express or implied, oral written or writtenoral, of any nature whatsoever between the parties with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and conditions, express expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains and the other documents delivered hereunder constitute the full and entire understanding and agreement and understanding among between the parties hereto Parties with respect regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect relating to the subject matter hereof, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing by the parties hereto.

Entire Agreement. This Agreement contains the entire agreement is complete and understanding among the parties hereto with respect to the subject matter hereofherein, and supersedes all and any prior and contemporaneous agreements, understandings, inducements and conditions, express expressed or implied, oral written or writtenoral, of any nature whatsoever with respect to the subject matter hereofherein. The express expressed terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereofherein.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein provided. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including, without limitation, the Prior Advisory Agreement. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the 398 subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Except as herein contained, this Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement together with the related agreements referred to herein contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandingsagreements and understanding, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or and /or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of or performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by agreement in writing.

Entire Agreement. This Agreement contains and the Related Agreements contain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes supersede all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein and therein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.. This Agreement may not be modified or amended other than by an agreement in writing. m.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.. This Agreement may not be modified or amended other than by an agreement in writing. (k)

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes supersede all prior agreements and contemporaneous agreements, understandings, inducements and or conditions, express or implied, oral written or writtenoral, of any nature whatsoever between the parties with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement together with the ----------------- related agreements referred to herein contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes and is in lieu of all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains and the other documents delivered hereunder constitute the full and entire understanding and agreement and understanding among between the parties hereto with respect regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect relating to the subject matter hereof, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior agreements and contemporaneous agreements, understandings, inducements and or conditions, express or implied, oral written or writtenoral, of any nature whatsoever between the parties with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, . express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and inducements, or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof and thereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereofhereof (other than the separate agreement between Seller and Purchaser regarding costs and expenses, the Xxxx of Sale, the Indemnification Agreement and the Pooling and Servicing Agreement), and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandingsunderstanding, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede supersedes any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including but not limited to the Investment Services Agreement between the Company and TIAA-CREF Alternatives Advisors, LLC. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements inducements, and conditions, express or implied, oral oral, or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto Parties hereto, with respect to the subject matter hereof, and . It supersedes all prior and contemporaneous agreements, understandings, inducements inducements, and conditionsconditions (express, express or implied, oral or oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement Agreement, together with the related agreements referred to herein, contains the entire agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and conditions, express or implied, oral or written, including, without limitation, the Letter of any nature whatsoever with respect to the subject matter hereofIntent. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement (together with the documents referenced herein) contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement is complete and understanding among the parties hereto with respect to the subject matter hereofherein, and supersedes all and any prior and contemporaneous agreements, understandings, inducements and conditions, express expressed or implied, oral written, or writtenoral, of any nature whatsoever with respect to the subject matter hereofherein. - The express expressed terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereofherein.

Entire Agreement. This Except as herein contained, this Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements inducements, and conditions, express or implied, oral or written, which shall no longer have any force of any nature whatsoever with respect to the subject matter hereofeffect. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement between the parties in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes supersede all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the its subject matter hereof, and matter. It supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course courses of performance and/or usage or use of the trade inconsistent with any of the terms hereofterms.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including the Advisory Agreement. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This The terms and conditions of this Agreement contains represent the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes supersede all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance [Confidential treatment requested for redacted portions of document] and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by all parties.

Entire Agreement. This Agreement contains and the other documents ---------------- delivered pursuant hereto constitute the full and entire understanding and agreement and understanding among between the parties hereto with respect regard to the subject matter hereofsubjects hereof and thereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.. 107

Entire Agreement. This Agreement contains the entire ----------------- agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof, including the Second Amended and Restated Advisory Agreement. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement (together with the Framework Agreement and the transaction documents contemplated thereby) contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement (including the Background Section hereof) contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to including, without limitation, the subject matter hereofPrior Agreement, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.. ​

Entire Agreement. 141 This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous 112 agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. o This Agreement contains the entire agreement and understanding among the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement agreement contains the entire ---------------- agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofmatter. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereofterms. This agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.. 153

Entire Agreement. | This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not bc modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and 141 conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by each party hereto.

Entire Agreement. i. This Agreement contains the entire agreement and understanding among the parties hereto Parties hereto, with respect to the subject matter hereof, and . It supersedes all prior and contemporaneous agreements, understandings, inducements inducements, and conditionsconditions (express, express or implied, oral or oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous 100 agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains Agreement, and the documents referenced herein and exhibits thereto, constitute the entire understanding and agreement and understanding among of the parties hereto with respect to the subject matter hereof, hereof and supersedes thereof and supersede all prior and contemporaneous agreements, agreements or understandings, inducements and or conditions, express or implied, oral written or writtenoral, of any nature whatsoever among the parties with respect to the subject matter hereofhereto and thereto. The express terms hereof of this Agreement control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the cccxiii subject matter hereof. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing by authorized representatives of the parties hereto.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and inducements, or conditions, express or implied, oral or written, of any nature whatsoever with respect to except as herein contained (including the subject matter hereofTerm Sheet for Discussion Purposes Only, dated April 29, 2005). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

Entire Agreement. This Agreement contains the entire agreement and understanding among between the parties Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. .The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, agreements and understandings, inducements and inducements, or conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereofexcept as herein contained. The express terms hereof control and supersede any course of performance and/or or usage of the trade inconsistent with any of the terms hereof.terms