Agent Roles Sample Clauses

Agent Roles. Each of the parties hereto acknowledges that Paribas, one or more Managing Agents and Committed Investors acts, or may in the future act, (i) as administrator or managing agent for one or more Conduit Investors or their Funding Sources, (ii) as issuing and paying agent for Commercial Paper of one or more Conduit Investors or their Funding Sources, (iii) as a Support Party for one or more Conduit Investors or their Funding Sources and (iv) to provide other services from time to time for some or all of the Conduit Investors. Without limiting the generality of this Section 13.14, each party hereby acknowledges and consents to any and all such soles of Paribas and any Managing Agent and Committed Investor and agrees that in connection with any such role, Paribas or such Managing Agent or Committed Investor may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including in any such role or in any role under this Agreement.

Agent Roles. In addition to its role as Agent pursuant to Article XI, each of the Purchasers and Managing Agents acknowledges that the Person acting as Agent (or any Affiliate thereof) acts, or may in the future act, (i) as a Financial Institution, an LC Bank or a Managing Agent party hereto, (ii) as administrative agent (or in a similar capacity) for a Conduit, Financial Institution, LC Bank or Managing Agent from time to time party hereto or for any other Person, (iii) as issuing and paying agent for certain Commercial Paper, (iv) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (v) to provide other services from time to time for a Conduit, Financial Institution, LC Bank or Managing Agent from time to time party hereto or for any other Person (collectively, the “Agent Roles”). Without limiting the generality of this Section 14.13, each Purchaser and each Managing Agent hereby acknowledges and consents to any and all Agent Roles and agrees that in connection with any Agent Role, the Person acting as Agent 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 a Conduit party hereto.

Agent Roles. Each of the Financial Institutions acknowledges that each Person party hereto as the Administrative Agent or a Managing Agent acts, or may in the future act, (i) as administrative agent for a Conduit or a 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 a Conduit or a Financial Institution (collectively, the “Agent Roles”). Without limiting the generality of this Section 13.13, each Financial Institution hereby acknowledges and consents to any and all Agent Roles and agrees that in connection with any Agent Role, a Managing Agent or the Administrative Agent, as applicable, 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 a Conduit.

Agent Roles. (a) Each of the Managing Agents, the L/C Issuers and the Purchasers acknowledges that JPMorgan acts, or may in the future act, (i) as Administrative Agent for the Purchasers, (ii) as Managing Agent for one or more Conduit Purchasers and Committed Purchasers in its Purchase Group, (iii) as administrative agent for any Conduit Purchaser or any Committed Purchaser, (iv) as issuing and paying agent for certain Commercial Paper, (v) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (vi) to provide other services from time to time for certain Conduit Purchaser and/or certain Committed Purchaser (collectively, the “JPMorgan Roles”). Without limiting the generality of this Section 14.14, each Committed Purchaser hereby acknowledges and consents to any and all JPMorgan Roles and agrees that in connection with any JPMorgan Role, JPMorgan 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 any such Conduit Purchaser.

Agent Roles. Each of the Financial Institutions acknowledges that any Person party hereto as the Administrative Agent or a Managing Agent may now or in the future act, (i) as administrative agent for the Conduits and Financial Institutions in its Purchaser Group (ii) as issuing and paying agent for the Commercial Paper issued by the related Conduit, (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 the Conduits or Financial Institutions in its Purchaser Group (collectively, the “Agent Roles”). Without limiting the generality of this Section 13.13, each Financial Institution hereby acknowledges and consents to any and all Agent Roles and agrees that in connection with any Agent Role, a Managing Agent or the Administrative Agent, as applicable, may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as Managing Agent for the Conduits in its Purchaser Group, and the giving of notice to the Administrative Agent of a mandatory purchase pursuant to a Liquidity Agreement.

Agent Roles. (a) Each of the Managing Agents, the L/C Issuers and the Purchasers acknowledges that BTMU acts, or may in the future act, (i) as Administrative Agent for the Purchasers, (ii) as Managing Agent for one or more Conduit Purchasers and Committed Purchasers in its Purchase Group, (iii) as administrative agent for any Conduit Purchaser or any Committed Purchaser, (iv) as issuing and paying agent for certain Commercial Paper, (v) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (vi) to provide other services from time to time for certain Conduit Purchaser and/or certain Committed Purchaser (collectively, the “BTMU Roles”). Without limiting the generality of this Section 14.14, each Committed Purchaser hereby acknowledges and consents to any and all BTMU Roles and agrees that in connection with any BTMU Role, BTMU 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 any such Conduit Purchaser.

Agent Roles. (a) Bank One Roles. Each of the Financial Institutions acknowledges that Bank One acts, or may in the future act, (i) as Agent for the Purchasers, (ii) as Managing Agent for Falcon, (iii) as issuing and paying agent for Falcon's Commercial Paper, (iv) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper and (v) to provide other services from time to time for some or all of the Conduits (collectively, the "Bank One Roles"). Without limiting the generality of this Section 13.13(a), 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 Agent and Managing Agent for the related Conduits, and the giving of notice to the Agent or Managing Agent of a mandatory purchase pursuant its Liquidity Agreement.

Agent Roles. In addition to its role as Agent pursuant to Article XI, each of the Purchasers and Managing Agents acknowledges that the Person acting as Agent (or any Affiliate thereof) acts, or may in the future act, (i) as a Financial Institution or a Managing Agent party hereto, (ii) as administrative agent (or in a similar capacity) for a Conduit, Financial Institution or Managing Agent from time to time party hereto or for any other Person, (iii) as issuing and paying agent for certain Commercial Paper, (iv) to provide credit or liquidity enhancement for the timely payment for certain Commercial Paper and (v) to provide other services from time to time for a Conduit, Financial Institution or Managing Agent from time to time party hereto or for any other Person (collectively, the “Agent Roles”). Without limiting the generality of this Section 14.13, each Purchaser and each Managing Agent hereby acknowledges and consents to any and all Agent Roles and agrees that in connection with any Agent Role, the Person acting as Agent 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 a Conduit party hereto. (p) The following defined terms and the definitions thereof set forth in Exhibit I to the RPA are deleted therefrom in their entirety: (i) “Interim Monthly Report”; (ii) “Net Dilution Percentage”; (iii) “JPMC CHI Account”; (iv) “Servicing Reserve”; (v) “Wachovia”; (vi) “Wachovia Bank”; and (vii) “Wachovia Conduit”. (q) The following new defined terms and definitions thereof are added to Exhibit I to the RPA in appropriate alphabetical order:

Agent Roles. 46 Section 13.14 Characterization...........................................................46

Agent Roles. (a) PNC Bank, National Association, hereby resigns as Administrative Agent. Bank One, NA, hereby resigns as Syndication Agent. Bankers Trust Company hereby resigns as Real Estate Administrative Agent. SunTrust Bank is hereby designated as Co-Arranger, Documentation Agent, Administrative Agent, Real Estate Administrative Agent and Agent. Fleet National Bank is hereby designated as Co-Arranger and Syndication Agent. (b) Each party hereto acknowledges and agrees that neither SunTrust Bank nor Fleet National Bank (collectively, the "New Agents"), individually or in any of their respective agent capacities, makes any representations or warranties regarding the status of perfection of any security interest in any collateral granted under the Operative Agreements and that neither New Agent shall bear any responsibility for obtaining or maintaining the perfection of any such security interest.