BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED).
(C)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF ANY SELLER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF EACH
SELLER CONTAINED IN THIS SECTION 13.01 SHALL SURVIVE THE REPAYMENT OF ALL
AMOUNTS OWING TO THE AGENT AND THE BUYERS BY EACH SELLER UNDER THE REPURCHASE
DOCUMENTS AND THE TERMINATION OF THE COMMITMENT OF THE BUYERS HEREUNDER.
SECTION 13.02
SINGLE AGREEMENT.
EACH SELLER, THE AGENT
AND EACH BUYER ACKNOWLEDGE THAT, AND HAVE ENTERED HEREINTO AND WILL ENTER INTO
EACH TRANSACTION HEREUNDER IN CONSIDERATION OF AND IN RELIANCE UPON THE FACT
THAT, ALL TRANSACTIONS HEREUNDER CONSTITUTE A SINGLE BUSINESS AND CONTRACTUAL
RELATIONSHIP AND THAT EACH HAS BEEN ENTERED INTO IN CONSIDERATION OF THE OTHER
TRANSACTIONS.
ACCORDINGLY, EACH OF THE SELLERS, THE AGENT AND THE BUYERS AGREES
(I) TO PERFORM ALL OF ITS OBLIGATIONS IN RESPECT OF EACH TRANSACTION HEREUNDER,
AND THAT A DEFAULT IN THE PERFORMANCE OF ANY SUCH OBLIGATIONS SHALL CONSTITUTE A
DEFAULT BY IT IN RESPECT OF ALL TRANSACTIONS HEREUNDER, (II) THAT EACH OF THEM
SHALL BE ENTITLED TO SET OFF CLAIMS AND APPLY PROPERTY HELD BY THEM IN RESPECT
OF ANY TRANSACTION AGAINST OBLIGATIONS OWING TO THEM IN RESPECT OF ANY OTHER
TRANSACTION HEREUNDER, (III) THAT PAYMENTS, DELIVERIES, AND OTHER TRANSFERS MADE
BY EITHER OF THEM IN RESPECT OF ANY TRANSACTION SHALL BE DEEMED TO HAVE BEEN
MADE IN CONSIDERATION OF PAYMENTS, DELIVERIES, AND OTHER TRANSFERS IN RESPECT OF
ANY OTHER TRANSACTIONS HEREUNDER, AND THE OBLIGATIONS TO MAKE ANY SUCH PAYMENTS,
DELIVERIES, AND OTHER TRANSFERS MAY BE APPLIED AGAINST EACH OTHER AND NETTED AND
(IV) TO PROMPTLY PROVIDE NOTICE TO THE OTHER AFTER ANY SUCH SET OFF OR
APPLICATION.
SECTION 13.03
NOTICES AND OTHER COMMUNICATIONS.
EXCEPT
AS OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT, ALL NOTICES, REQUESTS AND
OTHER COMMUNICATIONS PROVIDED FOR HEREIN AND UNDER THE CUSTODIAL AGREEMENT
(INCLUDING WITHOUT LIMITATION ANY MODIFICATIONS OF, OR WAIVERS, REQUESTS OR
CONSENTS UNDER, THIS AGREEMENT) SHALL BE GIVEN OR MADE IN WRITING (INCLUDING
WITHOUT LIMITATION BY EMAIL, TELEX OR TELECOPY) DELIVERED TO THE INTENDED
RECIPIENT AT THE "ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE
PAGES HEREOF OR THEREOF); OR, AS TO ANY PARTY, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO
82
EACH OTHER PARTY.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND EXCEPT FOR
NOTICES GIVEN UNDER ARTICLE III (WHICH SHALL BE EFFECTIVE ONLY ON RECEIPT), ALL
SUCH COMMUNICATIONS SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN TRANSMITTED BY
ELECTRONIC TRANSMISSION OR TELECOPY (UPON RECEIPT OF CONFIRMATION) OR PERSONALLY
DELIVERED OR, IN THE CASE OF A MAILED NOTICE, UPON RECEIPT.
SECTION 13.04
ENTIRE AGREEMENT; SEVERABILITY.
THIS
AGREEMENT TOGETHER WITH THE OTHER REPURCHASE DOCUMENTS AND THE ACCOUNT CONTROL
AGREEMENT CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE SELLERS, THE AGENT AND
THE BUYERS WITH RESPECT TO THE SUBJECT MATTER IT COVERS AND SHALL SUPERSEDE ANY
EXISTING AGREEMENTS BETWEEN THE PARTIES CONTAINING GENERAL TERMS AND CONDITIONS
FOR