Conflict Waivers. Each Co-Agent acts, or may in the future act: (i) as administrative agent for such Co-Agent’s Conduit, (ii) as issuing and paying agent for such Conduit’s Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for such Conduit’s Commercial Paper and (iv) to provide other services from time to time for such Conduit (collectively, the “Co-Agent Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the other Agents and the Lenders hereby acknowledges and consents to any and all Co-Agent Roles and agrees that in connection with any Co-Agent Role, a Co-Agent 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 its Conduit, the giving of notice to the Committed Lenders in its Conduit Group of a mandatory purchase pursuant to the applicable Liquidity Agreement for such Conduit Group, and hereby acknowledges that neither the applicable Co-Agent nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than its Conduit) arising out of any Co-Agent Roles.
Conflict Waivers. (a) Wachovia 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 of the Administrative Agent and the Lenders 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 VFCC, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC Liquidity Agreement, and hereby acknowledges that neither Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than VFCC) arising out of any of the Wachovia Roles.
(b) BTMU acts, or may in the future act: (i) as administrator of Gotham, (ii) to provide credit or liquidity enhancement for the timely payment for Gotham’s Commercial Paper and (iii) to provide other services from time to time for Gotham (collectively, the “BTMU Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Lenders 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 which it, in its discretion, deems appropriate, , including, without limitation, in its role as administrator of Gotham, the giving of notice to the Gotham Liquidity Banks of a mandatory purchase pursuant to the Gotham Liquidity Agreement, and hereby acknowledges that neither BTMU nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Gotham) arising out of any of the BTMU Roles.
Conflict Waivers. The Administrative Agent, any other Agent party hereto and any Lender party hereto (the “Requesting Party”) may in the future act: (i) as administrative agent or administrator for one or more Conduits that is a Lender hereunder and certain other Conduits, (ii) as issuing and paying agent for the Commercial Paper of any such Conduit, (iii) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper of any such Conduit and (iv) to provide other services from time to time for any such Conduits (collectively, the “Conduit Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Administrative Agent and the Lenders hereby acknowledges and consents to any and all Conduit Roles and agrees that in connection with any Conduit Role, the Requesting Party 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 any such Conduit, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to a Liquidity Agreement, and hereby acknowledges that neither any Requesting Party nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than such other Conduits) arising out of any Conduit Roles. Second Amended and Restated Credit and Security Agreement
Conflict Waivers. 51 Section 9.13
Conflict Waivers theThe Nieuw Amsterdam Administrator or one or more of its Affiliates acts, or may in the future act: (i) as administrator for the Conduit Purchaser in itsthe Funding Group, (ii) as issuing and paying agent for such Conduit Purchaser’s Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for such Conduit Purchaser’s Commercial Paper and (iv) to provide other services from time to time for such Conduit Purchaser (collectively, the “Administrator Roles”). Each of the Administrative Agent and the Purchasers hereby acknowledges and consents to any and all Administrator Roles and agrees that in connection with any Administrator Role, the Nieuw Amsterdam Administrator may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator for the applicable Conduit Purchaser, the giving of notice to the liquidity banks of a mandatory purchase pursuant to the applicable Liquidity Agreement, and hereby acknowledges that neither the Nieuw Amsterdam Administrator nor any of its Affiliates has any fiduciary duties hereunder to any Purchaser (other than the applicable Conduit Purchaser) arising out of any of its Administrator Roles.
Conflict Waivers. To the extent there are any conflicts or inconsistencies between the terms and conditions of this Lease Schedule or the applicable Certificate of Acceptance and the provisions of Article 2A, the terms and conditions of this Lease Schedule and the applicable Certificate of Acceptance shall prevail. LESSEE HEREBY WAIVES ANY RIGHTS OR REMEDIES CONFERRED UPON A LESSEE UNDER ARTICLE 2A WHICH MAY CONFLICT, OR ARE INCONSISTENT, WITH THE TERMS AND CONDITIONS OF THIS LEASE SCHEDULE OR THE APPLICABLE CERTIFICATE OF ACCEPTANCE, PROVIDED THAT SUCH WAIVER IS PERMITTED UNDER APPLICABLE LAW.
Conflict Waivers. (a) The Company has engaged Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx”) as its legal counsel in connection with this Agreement and the transactions contemplated hereunder. While Xxxxxxx has not been engaged to protect or represent the interests of any Purchaser, the Company understands that Xxxxxxx plays an active role as legal counsel to many investment firms, investors, other parties, and certain Purchasers under this Agreement (each, a “Xxxxxxx Client”). Without limitation on the foregoing, in its capacity as legal counsel to the Company, Xxxxxxx may be subject to actual or potential conflicts arising from: (i) its representation of one or more Xxxxxxx Clients or parties related thereto in connection with matters other than the preparation of this Agreement or the operation of the Company; or (ii) its representation of other Xxxxxxx Clients that seek or obtain capital from the same sources of funding as the Company or compete with the Company for managerial resources or business opportunities. The Company: (x) has carefully considered the foregoing and hereby waives all conflicts of interests presented by Xxxxxxx’x representation of Xxxxxxx Clients; and (y) acknowledges the possibility that, under the laws and ethical rules governing the conduct of attorneys, Xxxxxxx may be precluded from representing any one or more specific parties in connection with any dispute involving the Company.
(b) Each Xxxxxxx Client who is a party to this Agreement and the transactions contemplated hereunder: (i) has carefully considered the foregoing and hereby waives all conflicts of interests presented by Xxxxxxx’x representation of the Company; (ii) acknowledges the possibility that, under the laws and ethical rules governing the conduct of attorneys, Xxxxxxx may be precluded from representing any one or more specific parties in connection with any dispute involving the Company; and (iii) acknowledges that actual or potential conflicts of interest exist with respect to Xxxxxxx’x representation of the Company in the transactions contemplated under this Agreement and that the Xxxxxxx Client’s interests will not be represented by legal counsel unless such Xxxxxxx Client engages counsel on its own behalf and that such Xxxxxxx Client has been afforded the opportunity to engage and seek the advice of its own legal counsel before entering into this Agreement.
Conflict Waivers. CACIB acts, or may in the future act: (i) as administrator of Atlantic, (ii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s Commercial Paper (including, without limitation, as a Liquidity Provider to Atlantic) and (iii) to provide other services from time to time for Atlantic (collectively, the “CACIB Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Atlantic hereby acknowledges and consents to any and all CACIB Roles and agrees that in connection with any CACIB Role, CACIB may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Atlantic, the giving of notice to the applicable Liquidity Providers of Atlantic of a mandatory purchase pursuant to the Atlantic Liquidity Agreement.
Conflict Waivers. (a) GE Capital acts as the Redwood Group Agent and as Funding Agent for the Transferees and in certain other capacities for Redwood and in respect of Redwood's Commercial Paper and may provide other services or facilities from time to time (the "GE Capital Roles"). Each of the parties hereto hereby acknowledges and consents to any and all GE Capital Roles, waives any objections it may have to any actual or potential conflict of interest caused by GE Capital acting as the Redwood Group Agent, as a Redwood Liquidity Bank under the Redwood Liquidity Agreement, as the Funding Agent and acting as or maintaining any of the GE Capital Roles, and agrees that in connection with any GE Capital Role, GE Capital may take, or refrain from taking, any action which it in its discretion deems appropriate.
(b) Chase acts as PARCO Group Agent for PARCO, as issuing and paying agent for PARCO's Commercial Paper, as provider of other backup facilities for PARCO, and may provide other services or facilities from time to time (the "Chase Roles"). Each of the parties hereto hereby acknowledges and consents to any and all Chase Roles, waives any objections it may have to any actual or potential conflict of interest caused by Chase's acting as the PARCO Group Agent or as a PARCO APA Bank under the PARCO Asset Purchase Agreement and acting as or maintaining any of the Chase Roles, and agrees that in connection with any Chase Role, Chase may take, or refrain from taking, any action which it in its discretion deems appropriate.
Conflict Waivers. 68 Section 12.10 UCC Filings................................................69 ARTICLE XIII. ASSIGNMENTS....................................................69 Section 13.1 Restrictions on Assignments................................69 Section 13.2 Documentation..............................................70 Section 13.3 Rights of Assignees........................................70 Section 13.4 Transfer and Maintenance of Register.......................70 ARTICLE XIV. INDEMNIFICATION.................................................71
