AGENT HEREUNDER, THE PROVISIONS OF SECTION 10.01 HEREOF SHALL
CONTINUE TO INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT IN RESPECT OF ANY
ACTION TAKEN OR OMITTED TO BE TAKEN BY THE ADMINISTRATIVE AGENT IN ITS CAPACITY
AS SUCH WHILE IT WAS SUCH UNDER THIS AGREEMENT.
SECTION 10.03
OBLIGATIONS SEVERAL.
THE OBLIGATIONS OF THE LIQUIDITY BANKS
HEREUNDER ARE SEVERAL, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY LIQUIDITY
BANK SHALL BE RESPONSIBLE FOR THE OBLIGATION OF ANY OTHER LIQUIDITY BANK
HEREUNDER, NOR WILL THE FAILURE OF ANY LIQUIDITY BANK TO PERFORM ANY OF ITS
OBLIGATIONS HEREUNDER RELIEVE THE ADMINISTRATIVE AGENT OR ANY OTHER LIQUIDITY
BANK FROM THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
NOTHING CONTAINED IN
THIS AGREEMENT, AND NO ACTIONS TAKEN BY THE LIQUIDITY BANKS OR THE
ADMINISTRATIVE AGENT PURSUANT HERETO OR IN CONNECTION WITH THE LIQUIDITY
COMMITMENT SHALL BE DEEMED TO CONSTITUTE THE LIQUIDITY BANKS, TOGETHER OR WITH
THE ADMINISTRATIVE AGENT, A PARTNERSHIP, ASSOCIATION, JOINT VENTURE OR OTHER
ENTITY.
SECTION 10.04
MULTIPLE CAPACITIES.
JPMORGAN CHASE IS SERVING IN THE
FOLLOWING CAPACITIES FOR THE BENEFIT OF BAFC:
ADMINISTRATIVE AGENT, LIQUIDITY
BANK AND DEPOSITARY.
THE LIQUIDITY BANKS AGREE THAT WITH RESPECT TO THE
OBLIGATIONS OF THE LIQUIDITY BANKS TO LEND UNDER THE LIQUIDITY AGREEMENT, THE
LIQUIDITY LOANS MADE BY THE LIQUIDITY BANKS AND THE LIQUIDITY LOAN NOTES ISSUED
TO SUCH LIQUIDITY BANKS, AND WITH RESPECT TO THE OBLIGATIONS OF JPMORGAN CHASE
AS ADMINISTRATIVE AGENT AND DEPOSITARY, JPMORGAN CHASE SHALL HAVE THE SAME
RIGHTS AND POWERS UNDER ANY TRANSACTION DOCUMENT AS ANY OTHER PROGRAM PARTY, AND
MAY EXERCISE THE SAME AS THOUGH IT WERE NOT PERFORMING SUCH DUTIES SPECIFIED
HEREIN AND THEREIN; AND THE TERMS "LIQUIDITY BANKS," "MAJORITY LIQUIDITY BANKS,"
"HOLDERS OF LIQUIDITY LOANS NOTES," OR ANY SIMILAR TERMS SHALL, UNLESS THE
CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE JPMORGAN CHASE IN ITS INDIVIDUAL
CAPACITY.
JPMORGAN CHASE MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, AND
42
GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST OR OTHER BUSINESS WITH ANY
PROGRAM PARTY OR ANY OF THEIR AFFILIATES AS IF IT WERE NOT PERFORMING THE DUTIES
SPECIFIED HEREIN, AND MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY PROGRAM
PARTY OR ANY OF THEIR AFFILIATES FOR SERVICES IN CONNECTION WITH ANY TRANSACTION
DOCUMENT AND OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE SAME TO ANY OTHER
PROGRAM PARTY.
THE LIQUIDITY BANKS EXPRESSLY WAIVE ANY CONFLICT OF INTEREST OR
ANY SIMILAR CLAIMS AGAINST JPMORGAN CHASE ARISING SOLELY OUT OF SUCH MULTIPLE
ROLES OF JPMORGAN CHASE.
JP MORGAN CHASE AS A LIQUIDITY BANK, THE
ADMINISTRATIVE AGENT AND THE DEPOSITARY SHALL HAVE THE SAME RIGHTS, POWERS,
REMEDIES AND PRIVILEGES AS ANY PROGRAM PARTY AND MAY EXERCISE THE SAME AS THOUGH
IT WERE NOT ACTING IN MULTIPLE CAPACITIES IN CONNECTION WITH THE TRANSACTION
DOCUMENTS.
SECTION 10.05
AGENT COMMUNICATIONS.
THE ADMINISTRATIVE AGENT SHALL PROVIDE
TO EACH LIQUIDITY BANK A COPY OF EACH MATERIAL REPORT, CERTIFICATE, STATEMENT OR
OTHER COMMUNICATION REQUIRED TO BE DELIVERED TO IT UNDER THE TRANSACTION
DOCUMENTS AND WHICH HAS NOT BEEN DELIVERED TO THE LIQUIDITY BANKS; PROVIDED,
THAT POSTING BY