TRUSTEE IN BANKRUPTCY).
THIS AGREEMENT SHALL CREATE AND
CONSTITUTE THE CONTINUING OBLIGATIONS OF THE PARTIES HERETO IN ACCORDANCE WITH
ITS TERMS AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL TERMINATED IN
ACCORDANCE WITH ITS TERMS; PROVIDED, HOWEVER, THAT THE RIGHTS AND REMEDIES WITH
RESPECT TO (I) ANY BREACH OF ANY REPRESENTATION AND WARRANTY MADE BY ANY SELLER
PARTY PURSUANT TO ARTICLE V, (II) THE INDEMNIFICATION AND PAYMENT PROVISIONS OF
ARTICLE X, AND SECTIONS 14.5 AND 14.6 SHALL BE CONTINUING AND SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
44
SECTION 14.12
COUNTERPARTS; SEVERABILITY; SECTION REFERENCES.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED
TO BE AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND
THE SAME AGREEMENT.
ANY PROVISIONS OF THIS AGREEMENT WHICH ARE PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
UNLESS OTHERWISE EXPRESSLY INDICATED, ALL REFERENCES HEREIN
TO "ARTICLE," "SECTION," "SCHEDULE" OR "EXHIBIT" SHALL MEAN ARTICLES AND
SECTIONS OF, AND SCHEDULES AND EXHIBITS TO, THIS AGREEMENT.
SECTION 14.13
BANK ONE ROLES.
EACH OF THE FINANCIAL INSTITUTIONS
ACKNOWLEDGES THAT BANK ONE ACTS, OR MAY IN THE FUTURE ACT, (I) AS ADMINISTRATIVE
AGENT FOR COMPANY OR ANY FINANCIAL INSTITUTION, (II) AS ISSUING AND PAYING AGENT
FOR THE COMMERCIAL PAPER, (III) TO PROVIDE CREDIT OR LIQUIDITY ENHANCEMENT FOR
THE TIMELY PAYMENT FOR THE COMMERCIAL PAPER AND (IV) TO PROVIDE OTHER SERVICES
FROM TIME TO TIME FOR COMPANY OR ANY FINANCIAL INSTITUTION (COLLECTIVELY, THE
"BANK ONE ROLES").
WITHOUT LIMITING THE GENERALITY OF THIS SECTION 14.13, EACH
FINANCIAL INSTITUTION HEREBY ACKNOWLEDGES AND CONSENTS TO ANY AND ALL BANK ONE
ROLES AND AGREES THAT IN CONNECTION WITH ANY BANK ONE ROLE, BANK ONE MAY TAKE,
OR REFRAIN FROM TAKING, ANY ACTION THAT IT, IN ITS DISCRETION, DEEMS
APPROPRIATE, INCLUDING, WITHOUT LIMITATION, IN ITS ROLE AS ADMINISTRATIVE AGENT
FOR COMPANY, AND THE GIVING OF NOTICE TO THE AGENT OF A MANDATORY PURCHASE
PURSUANT TO ANY LIQUIDITY AGREEMENT.
SECTION 14.14
CHARACTERIZATION.
IT IS THE INTENTION OF THE PARTIES
HERETO THAT EACH PURCHASE HEREUNDER SHALL CONSTITUTE AND BE TREATED AS AN
ABSOLUTE AND IRREVOCABLE SALE, WHICH PURCHASE SHALL PROVIDE THE APPLICABLE
PURCHASER WITH THE FULL BENEFITS OF OWNERSHIP OF THE APPLICABLE PURCHASER
INTEREST.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, EACH SALE OF A
PURCHASER INTEREST HEREUNDER IS MADE WITHOUT RECOURSE TO SELLER; PROVIDED,
HOWEVER, THAT (I) SELLER SHALL BE LIABLE TO EACH PURCHASER AND THE AGENT FOR ALL
REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES MADE BY SELLER PURSUANT
TO THE TERMS OF THIS AGREEMENT, AND (II) SUCH SALE DOES NOT CONSTITUTE AND IS
NOT INTENDED TO RESULT IN AN ASSUMPTION BY ANY PURCHASER OR THE AGENT OR ANY
ASSIGNEE THEREOF OF ANY OBLIGATION