Agents' Conflict Waivers Sample Clauses

Agents' Conflict Waivers. (a) Wachovia acts, or may in the future act, (i) as administrative agent for Blue Ridge, (ii) as issuing and paying agent for Blue Ridge's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for Blue Ridge (collectively, the "WACHOVIA ROLES"). Without limiting the generality of Sections 11.1 and 11.8, each Agent, Transferee and Liquidity Bank hereby acknowledges and consents to any and all Wachovia Roles and agrees that in connection with any Wachovia Role, Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Blue Ridge, the giving of notice to Blue Ridge's Liquidity Banks of a mandatory transfer pursuant to Blue Ridge's Liquidity Agreement, and hereby acknowledges that neither Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Transferee (other than Blue Ridge) or to any of Blue Ridge's Liquidity Banks arising out of any Wachovia Roles. (b) Scotiabank and/or one of its affiliates acts, or may in the future act, (i) as administrative agent for Liberty Street, (ii) as issuing and paying agent for Liberty Street's Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for Liberty Street's Commercial Paper and (iv) to provide other services from time to time for Liberty Street (collectively, the "SCOTIA ROLES"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Transferees hereby acknowledges and consents to any and all Scotia Roles and agrees that in connection with any Scotia Role, Scotiabank and/or its affiliates may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Liberty Street, the giving of notice to Liberty Street's Liquidity Banks of a mandatory transfer pursuant to Liberty Street's Liquidity Agreement, and hereby acknowledges that neither Scotiabank nor any of its Affiliates has any fiduciary duties hereunder to any Transferee or to any of Liberty Street's Liquidity Banks arising out of any Scotia Roles.
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Agents' Conflict Waivers. Bank of America acts, or may in the future act, (i) as administrative agent for XX XXXX, (ii) as issuing and paying agent for XX XXXX’x Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for XX XXXX’x Commercial Paper Notes and (iv) to provide other services from time to time for XX XXXX (collectively, the “Bank of America Roles”). Without limiting the generality of Sections 11.1 and 11.8, each Agent, Lender and Liquidity Bank hereby acknowledges and consents to any and all Bank of America Roles and agrees that in connection with any Bank of America Role, Bank of America may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for XX XXXX, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the Liquidity Agreement, and hereby acknowledges that neither Bank of America nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than XX XXXX) or to any of the Liquidity Banks arising out of any Bank of America Roles.
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Agents' Conflict Waivers. (a) Wachovia or one of its Affiliates acts, or may in the future act, (i) as administrative agent for VFCC, (ii) as issuing and paying agent for VFCC’s Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Commercial Paper Notes and (iv) to provide other services from time to time for VFCC (collectively, the “Wachovia Roles”). Without limiting the generality of Sections 11.1 and 11.8, each Agent, Purchaser and Liquidity Bank hereby acknowledges and consents to any and all Wachovia Roles and agrees that in connection with any Wachovia Role, Wachovia or such Affiliate may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for VFCC, the giving of notice to VFCC’s Liquidity Banks of a mandatory purchase pursuant to VFCC’s Liquidity Agreement, and hereby acknowledges that neither Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Purchaser (other than VFCC) or to any of VFCC’s Liquidity Banks arising out of any Wachovia Roles. (b) BTMU-NY, BTMU-Chicago or one of their Affiliates acts, or may in the future act, (i) as administrative agent for Victory, (ii) as issuing and paying agent for Victory’s Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for Victory’s Commercial Paper and (iv) to provide other services from time to time for Victory (collectively, the “BTMU Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Purchasers hereby acknowledges and consents to any and all BTMU Roles and agrees that in connection with any BTMU Role, BTMU-NY, BTMU-Chicago, or such Affiliate may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Victory, the giving of notice to Victory’s Liquidity Banks of a mandatory purchase pursuant to Victory’s Liquidity Agreement, and hereby acknowledges that neither BTMU-NY, BTMU-Chicago nor any of their Affiliates has any fiduciary duties hereunder to any Purchaser (other than Victory) or to any of Victory’s Liquidity Banks arising out of any BTMU Roles.
Sample 1
Agents' Conflict Waivers. (a) Calyon acts, or may in the future act, (i) as administrator of Atlantic, (ii) as issuing and paying agent for Atlantic's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Atlantic's Commercial Paper notes and (iv) to provide other services from time to time for Atlantic (collectively, the "CALYON ROLES"). Without limiting the generality of Sections 11.1 and 11.8, each Agent, Transferee and Liquidity Bank hereby acknowledges and consents to any and all Calyon Roles and agrees that in connection with any Calyon Role, Calyon may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Atlantic, the giving of notice to Atlantic's Liquidity Banks of a mandatory transfer pursuant to Atlantic's Liquidity Agreement, and hereby acknowledges that neither Calyon nor any of its Affiliates has any fiduciary duties hereunder to any Transferee (other than Atlantic) or to any of Atlantic's Liquidity Banks arising out of any Calyon Roles. (b) Scotiabank and/or one of its affiliates acts, or may in the future act, (i) as administrative agent for Liberty Street, (ii) as issuing and paying agent for Liberty Street's Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for Liberty Street's Commercial Paper and (iv) to provide other services from time to time for Liberty Street (collectively, the "SCOTIA ROLES"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Transferees hereby acknowledges and consents to any and all Scotia Roles and agrees that in connection with any Scotia Role, Scotiabank and/or its affiliates may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Liberty Street, the giving of notice to Liberty Street's Liquidity Banks of a mandatory transfer pursuant to Liberty Street's Liquidity Agreement, and hereby acknowledges that neither Scotiabank nor any of its Affiliates has any fiduciary duties hereunder to any Transferee or to any of Liberty Street's Liquidity Banks arising out of any Scotia Roles.
Sample 1
Agents' Conflict Waivers. Wachovia acts, or may in the future act, (i) as administrative agent for Blue Ridge, (ii) as issuing and paying agent for Blue Ridge's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for Blue Ridge (collectively, the "WACHOVIA ROLES"). Without limiting the generality of Sections 11.1 and 11.8, each Agent, Lender and Liquidity Bank hereby acknowledges and consents to any and all Wachovia Roles and agrees that in connection with any Wachovia Role, Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Blue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the Liquidity Agreement, and hereby acknowledges that neither Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Blue Ridge) or to any of the Liquidity Banks arising out of any Wachovia Roles.
Sample 1

Related to Agents' Conflict Waivers

  • Conflict Waiver The Pledgor hereby acknowledges that the Escrow Agent is general counsel to the Pledgee, a partner in the general partner of the Pledgee, and counsel to the Pledgee in connection with the transactions contemplated and referred herein. The Pledgor agrees that in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Pledgee and the Pledgor will not seek to disqualify such counsel and waives any objection Pledgor might have with respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

  • CONTRACT DOCUMENTS AND CONFLICT OF TERMS This Centralized Contract is composed of the documents set forth below. In the case of any conflict among these documents, conflicts shall be resolved in the order of precedence indicated below.

  • Reliance on Documents; Counsel The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

  • Conflict with LOC Documents In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

  • Amendments; Consents and Waivers No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

  • Agreement for Waiver of Conflict and Shared Defense In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

  • Amendments; Consents No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the written approval of the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower is a Party, signed by Borrower, and, in the case of any amendment, modification or supplement to Article 10, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders, no amendment, modification, supplement, termination, waiver or consent may be effective: (a) To amend or modify the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or the amount of the Revolving Facility, or the Pro Rata Share of any Lender or the amount of any commitment fee payable to any Lender, or any other fee or amount payable to any Lender (in its capacity as a Lender) under the Loan Documents or to waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any fee, or to provide for additional extensions of credit to Borrower by the Lenders pursuant to the Loan Documents; (b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any fee, or to extend the term of the Revolving Facility; (c) To amend the provisions of the definition of “Requisite Lenders” or “Maturity Date”; (d) To amend or waive Article 8 or this Section 11.2; or (e) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders. Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 11.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

  • Cumulative Effect; Conflict of Terms The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

  • Conflict of Provisions Where there is any conflict between the provisions of this Agreement and any regulation, direction or other instrument dealing with terms and conditions of employment issued by the Employer, the provisions of this Agreement shall prevail.

  • Agreements, Conditions and Covenants The Purchaser shall have performed or complied with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Closing.

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