5
ARTICLE 6
GENERAL
6.1
RELATIONSHIP OF THE PARTIES.
THE COMPANY, IN PERFORMANCE OF THIS
AGREEMENT, IS ACTING AS AN INDEPENDENT CONTRACTOR TO THE MANAGER AND THE
INVESTOR, AND NOT AS A PARTNER, JOINT VENTURER OR AGENT.
THE PARTIES DO NOT
INTEND TO CREATE BY THIS AGREEMENT AN EMPLOYER-EMPLOYEE RELATIONSHIP.
EACH
PARTY RETAINS CONTROL OVER ITS PERSONNEL, AND THE EMPLOYEES OF ONE PARTY SHALL
NOT BE CONSIDERED EMPLOYEES OF THE OTHER PARTY.
NEITHER PARTY WILL BE BOUND BY
ANY REPRESENTATION, ACT OR OMISSION OF THE OTHER PARTY.
NEITHER PARTY HAS ANY
RIGHT, POWER OR AUTHORITY TO CREATE ANY OBLIGATION, EXPRESS OR IMPLIED, ON
BEHALF OF THE OTHER PARTY.
6.2
BINDING EFFECT; NO THIRD PARTY BENEFICIARIES; NO ASSIGNMENT.
THIS
AGREEMENT SHALL BE LEGALLY BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING HEREIN SHALL CREATE OR BE
DEEMED TO CREATE ANY THIRD PARTY BENEFICIARY RIGHTS IN ANY PERSON THAT IS NOT A
PARTY.
NO ASSIGNMENT HEREOF OR OF ANY RIGHTS OR OBLIGATIONS HEREUNDER MAY BE
MADE BY ANY PARTY (BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTIES AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH REQUIRED
CONSENT SHALL BE WITHOUT EFFECT.
6.3
SURVIVAL.
ARTICLES 5 AND 6 SHALL SURVIVE TERMINATION OR EXPIRATION
OF THIS AGREEMENT.
6.4
ENTIRE AGREEMENT.
THE SCHEDULE ATTACHED TO THIS AGREEMENT SHALL BE
CONSTRUED WITH AND AS AN INTEGRAL PART OF THIS AGREEMENT TO THE SAME EXTENT AS
IF THE SAME HAD BEEN SET FORTH VERBATIM HEREIN.
THIS AGREEMENT CONTAINS, AND IS
INTENDED AS, A COMPLETE STATEMENT OF, ALL OF THE TERMS AND THE ARRANGEMENTS
BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS PROVIDED FOR HEREIN, AND
SUPERSEDES ANY PREVIOUS AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES WITH
RESPECT TO THOSE MATTERS.
6.5
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN
DELIVERED BY HAND, OR WHEN SENT BY TELECOPIER (WITH RECEIPT CONFIRMED);
PROVIDED, THAT A COPY IS ALSO SENT BY REGISTERED MAIL, RETURN RECEIPT REQUESTED,
OR BY COURIER ADDRESSED AS FOLLOWS (OR TO SUCH OTHER ADDRESS FOR A PARTY AS
SHALL BE SPECIFIED BY LIKE NOTICE):
If to the Company (or the Manager after the Closing Date):
Deerfield Capital Corp.
6250 North River Road, 9th Floor
Rosemont, Illinois 60018
Attention:
Robert Contreras
Telecopier:
(773) 380-1695
If to the Investor (or the Manager prior to the Closing Date):
c/o Renova US Management LLC
601 Lexington Avenue, 58th Floor
New York, NY 10022
6
Attention:
Michael Sloan
Telephone:
(212) 418-9600
Telecopier:
(646) 349-1092
with copies to:
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attention:
James C. Gorton, Esq.
Telecopier:
(212) 751-4864
6.6
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES.
6.7
INFORMAL DISPUTE RESOLUTION.
PRIOR TO INITIATING ANY LAWSUIT OR
OTHER PROCEEDING,