This Agreement and the APA contain the entire agreement between the Merchant and Agent, and this Agreement, the APA, the Letter Agreement, and such other written agreements executed between the Buyer and Agent contain the entire agreement between the Buyer and Agent with respect to the transactions contemplated hereby and supersedes and cancels all prior agreements, including, but not limited to, all proposals, letters of intent or representations, written or oral, with respect thereto.  In the event of any ambiguity, conflict or inconsistency between the terms of this Agreement and the terms of the APA, the applicable terms of the Agency Agreement will govern and control in all respects, except that in the event of any ambiguity, conflict or inconsistency between the terms of this Agreement and Section 2.3(b) , Section 2.6 , Section 2.7(b)(iii) , Section 2.8(d) or Section 9.11 of the APA or clause (q) of the definition of “Excluded Liabilities” in the APA, the applicable provisions of the APA will govern and control in all respects.