Seller agrees to do such further acts and things and to execute and deliver to Agent such additional assignments, acknowledgments, agreements, powers and instruments as are reasonably required by Agent to carry into effect the intent and purposes of this Agreement, to perfect the interests of Agent for the benefit of Purchasers in the Purchased Assets or to better assure and confirm unto Agent for the benefit of Purchasers its rights, powers and remedies hereunder.
ENTIRE AGREEMENT; PRODUCT OF NEGOTIATION
This Agreement supersedes and integrates all previous negotiations, contracts, agreements and understandings among the parties relating to a sale and repurchase of Purchased Assets and Additional Purchased Mortgage Loans, and it, together with the other Program Documents, and the other documents delivered pursuant hereto or thereto, contains the entire final agreement of the parties. No prior negotiation, agreement, understanding or prior contract shall have any validity hereafter.
This Agreement shall remain in effect until the Termination Date. However, no such termination shall affect Seller’s outstanding obligations to Purchasers or Agent at the time of such termination. Seller’s obligations to indemnify each Purchaser and Agent pursuant to this Agreement and the other Program Documents shall survive the termination hereof.
(a) The Program Documents are not assignable by Seller. Agent and Purchasers may from time to time assign all or a portion of their rights and obligations under this Agreement and the Program Documents pursuant to the Administration Agreement; provided, however that Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned and Seller shall only be required to deal directly with the Agent. The entries in the Register shall be conclusive absent manifest error, and the Seller, Guarantor, Agent and Purchasers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Purchaser hereunder. Upon such assignment and recordation in the Register, (x) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Agent and Purchasers hereunder, as applicable, and (y) Agent and Purchasers shall, to the extent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Agent or Purchasers which assumes the