Common use of Conflict Waivers Clause in Contracts

Conflict Waivers. (a) 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 Notes 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 the Lenders 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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. (a) CACIB Wachovia acts, or may in the future act: (i) as administrator of Atlanticadministrative 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 AtlanticVFCC’s Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic VFCC (collectively, the “CACIB Wachovia Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents Administrative Agent and the Lenders hereby acknowledges and consents to any and all CACIB Wachovia Roles and agrees that in connection with any CACIB Wachovia Role, CACIB Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its role as administrator of Atlanticadministrative agent for VFCC, the giving of notice to the Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic VFCC Liquidity Agreement, and hereby acknowledges that neither CACIB Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than AtlanticVFCC) arising out of any of the CACIB 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 Notes 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. (a) CACIB RBC acts, or may in the future act: (i) as administrator of Atlanticadministrative agent for Old Line and certain other Conduits, (ii) as issuing and paying agent for the Commercial Paper of Old Line and certain other Conduits, (iii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s the Commercial Paper Notes of Old Line and certain other Conduits and (iiiiv) to provide other services from time to time for Atlantic Old Line and certain other Conduits (collectively, the “CACIB "RBC Roles”"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents Administrative Agent and the Lenders hereby acknowledges and consents to any and all CACIB RBC Roles and agrees that in connection with any CACIB RBC Role, CACIB RBC may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its role as administrator of Atlanticadministrative agent for Old Line or such other Conduits, the giving of notice to the Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic a Liquidity Agreement, and hereby acknowledges that neither CACIB RBC nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than AtlanticOld Line or such other Conduits) arising out of any of the CACIB RBC Roles. (b) BTMU acts, or may in the future act: (i) as administrator of GothamVictory, (ii) to provide credit or liquidity enhancement for the timely payment for Gotham’s Victory's Commercial Paper Notes and (iii) to provide other services from time to time for Gotham Victory (collectively, the “"BTMU Roles”"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Lenders Victory 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 GothamVictory, the giving of notice to the Gotham Victory Liquidity Banks of a mandatory purchase pursuant to the Gotham Victory 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. (a) CACIB actsSTCM and/or STB act(s), or may in the future act: (i) as administrator of Atlanticfor Three Pillars, (ii) an LC Issuer, (iii) as issuing and paying agent for Three Pillars' Commercial Paper Notes, (iv) to provide credit or liquidity enhancement for the timely payment for Atlantic’s Three Pillars' Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic Three Pillars (collectively, the “CACIB "SunTrust Roles”"). Without limiting the generality of Sections 11.1 12.1 and 11.812.8, each of the Agents other Co-Agents, the LC Issuers and the Lenders hereby acknowledges and consents to any and all CACIB SunTrust Roles and agrees that in connection with any CACIB SunTrust Role, CACIB STCM and/or STB may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its STCM's role as administrator of Atlanticfor Three Pillars, the giving of notice to the Atlantic Three Pillars Liquidity Banks of a mandatory purchase pursuant to the Atlantic Three Pillars Liquidity Agreement, and hereby acknowledges that neither CACIB STCM, STB nor any of its their Affiliates has any fiduciary duties hereunder to any Lender (other than AtlanticThree Pillars) or LC Issuer arising out of any of the CACIB SunTrust Roles. (b) BTMU Wachovia acts, or may in the future act: (i) as administrator of Gothamadministrative agent for VFCC, (ii) an LC Issuer, (iii) as issuing and paying agent for VFCC's Commercial Paper Notes, (iv) to provide credit or liquidity enhancement for the timely payment for Gotham’s VFCC's Commercial Paper Notes and (iiiv) to provide other services from time to time for Gotham VFCC (collectively, the “BTMU "Wachovia Roles”"). Without limiting the generality of Sections 11.1 12.1 and 11.812.8, each of the Agents Administrative Agent, the LC Issuers and the Lenders hereby acknowledges and consents to any and all BTMU Wachovia Roles and agrees that in connection with any BTMU Wachovia Role, BTMU Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Gothamadministrative agent for VFCC, the giving of notice to the Gotham VFCC Liquidity Banks of a mandatory purchase pursuant to the Gotham VFCC Liquidity Agreement, and hereby acknowledges that neither BTMU Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than GothamVFCC) or other LC Issuer arising out of any of the BTMU Wachovia Roles.

Conflict Waivers. (a) CACIB Wachovia acts, or may in the future act: (i) as administrator of Atlanticadministrative agent for Blue Ridge, (ii) as issuing and paying agent for Blue Ridge's Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s Blue Ridge's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic Blue Ridge (collectively, the “CACIB "Wachovia Roles”"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents Administrative Agent and the Lenders hereby acknowledges and consents to any and all CACIB Wachovia Roles and agrees that in connection with any CACIB Wachovia Role, CACIB Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its role as administrator of Atlanticadministrative agent for Blue Ridge, the giving of notice to the Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Blue Ridge Liquidity Agreement, and hereby acknowledges that neither CACIB Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than AtlanticBlue Ridge) arising out of any of the CACIB Wachovia Roles. (b) BTMU BTM 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 's Commercial Paper Notes and (iii) to provide other services from time to time for Gotham (collectively, the “BTMU "BTM Roles”"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Lenders Gotham hereby acknowledges and consents to any and all BTMU BTM Roles and agrees that in connection with any BTMU BTM Role, BTMU BTM 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. (c) JPMorgan acts, or may in the future act: (i) as administrator of PREFCO, (ii) to provide credit or liquidity enhancement for the timely payment for PREFCO's Commercial Paper and (iii) to provide other services from time to time for PREFCO (collectively, the "JPMorgan Roles"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and PREFCO hereby acknowledges that neither BTMU nor any of its Affiliates has any fiduciary duties hereunder and consents to any Lender and all JPMorgan Roles and agrees that in connection with any JPMorgan Role, JPMorgan may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of PREFCO, the giving of notice to the PREFCO Liquidity Banks of a mandatory purchase pursuant to the PREFCO Liquidity Agreement. (d) BNP Paribas acts, or may in the future act: (i) as administrator of ▇▇▇▇▇▇▇▇, (ii) to provide credit or liquidity enhancement for the timely payment for ▇▇▇▇▇▇▇▇'▇ Commercial Paper and (iii) to provide other than Gotham) arising out services from time to time for ▇▇▇▇▇▇▇▇ (collectively, the "BNP Paribas Roles"). Without limiting the generality of any Sections 11.1 and 11.8, each of the BTMU Agents and ▇▇▇▇▇▇▇▇ hereby acknowledges and consents to any and all BNP Paribas Roles and agrees that in connection with any BNP Paribas Role, BNP Paribas may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of ▇▇▇▇▇▇▇▇, the giving of notice to the ▇▇▇▇▇▇▇▇ Liquidity Banks of a mandatory purchase pursuant to the ▇▇▇▇▇▇▇▇ Liquidity Agreement. (e) Citibank or CNAI, as applicable, acts, or may in the future act: (i) as administrator of CAFCO, (ii) to provide credit or liquidity enhancement for the timely payment for CAFCO's Promissory Notes and (iii) to provide other services from time to time for CAFCO (collectively, the "Citigroup Roles"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and CAFCO hereby acknowledges and consents to any and all Citigroup Roles and agrees that in connection with any Citigroup Role, Citibank or CNAI, as applicable, may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of CAFCO, the giving of notice to the CAFCO Liquidity Banks of a mandatory purchase pursuant to the CAFCO Liquidity Agreement.

Conflict Waivers. (a) CACIB Each Co-Agent acts, or may in the future act: (i) as administrator of Atlanticadministrative 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 Atlanticsuch Conduit’s Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic such Conduit (collectively, the “CACIB 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 CACIB Co-Agent Roles and agrees that in connection with any CACIB Co-Agent 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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 Co-Agent may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Gothamadministrative agent for its Conduit, the giving of notice to the Gotham Liquidity Banks in its Lender Group of a mandatory purchase pursuant to the Gotham Liquidity AgreementAgreement for such Lender Group, and hereby acknowledges that neither BTMU the applicable Co-Agent nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Gothamits Conduit) arising out of any Co-Agent Roles. (b) The Administrative Agent acts, or may in the future act: (i) as a Co-Agent, (ii) as LC Bank and/or as an LC Participant, (iii) as a Liquidity Bank for Market Street’s or any other Conduit’s Lender Group, (iv) as administrative agent for Market Street or any other Conduit, (v) as issuing and paying agent for Market Street’s or any other Conduit’s Commercial Paper, (vi) to provide credit or liquidity enhancement for the timely payment for Market Street’s or any other Conduit’s Commercial Paper and (vii) to provide other services from time to time for Market Street or any other Conduit (collectively, the “Administrative Agent Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the BTMU Rolesother Agents and the Lenders hereby acknowledges and consents to any and all Administrative Agent Roles and agrees that in connection with any Administrative Agent Role, the Administrative Agent may take, or refrain from taking, any action which it, in its discretion, deems appropriate, and hereby acknowledges that neither the Administrative Agent nor any of its Affiliates has any fiduciary duties hereunder to any Secured Party arising out of any Administrative Agent Role.

Conflict Waivers. (a) CACIB 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 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 Blue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the Blue Ridge 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) arising out of any Wachovia Roles. (b) CLNY 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 's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic (collectively, the “CACIB Roles”"CLNY 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 CACIB CLNY Roles and agrees that in connection with any CACIB CLNY 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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 CLNY may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of GothamAtlantic, the giving of notice to the Gotham Liquidity Banks of a mandatory purchase pursuant to the Gotham Atlantic Liquidity Agreement, and hereby acknowledges that neither BTMU CLNY nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than GothamAtlantic) arising out of any of the BTMU CLNY Roles.

Conflict Waivers. (a) CACIB 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 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 Blue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the Blue Ridge 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) arising out of any Wachovia Roles. (b) CLNY acts, or may in the future act: (i) as administrator of AtlanticLa Fayette, (ii) as issuing and paying agent for La Fayette's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s La Fayette's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic La Fayette (collectively, the “CACIB "CLNY 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 CACIB CLNY Roles and agrees that in connection with any CACIB CLNY 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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 CLNY may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of GothamLa Fayette, the giving of notice to the Gotham Liquidity Banks of a mandatory purchase pursuant to the Gotham La Fayette Liquidity Agreement, and hereby acknowledges that neither BTMU CLNY nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than GothamLa Fayette) arising out of any CLNY Roles. (c) Bank One acts, or may in the future act: (i) as administrative agent for Jupiter, (ii) as issuing and paying agent for Jupiter's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Jupiter's Commercial Paper Notes and (iv) to provide other services from time to time for Jupiter (collectively, the "Bank One Roles"). Without limiting the generality of Sections 11.1 and 11.8, each of the BTMU Administrative Agent and the Lenders 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 which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Jupiter, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the Jupiter Liquidity Agreement, and hereby acknowledges that neither Bank One nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Jupiter) arising out of any Bank One Roles.

Conflict Waivers. (a) CACIB Wachovia acts, or may in the future act: (i) as administrator of Atlanticadministrative agent for Blue Ridge, (ii) as issuing and paying agent for Blue Ridge's Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s Blue Ridge's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic Blue Ridge (collectively, the “CACIB "Wachovia Roles”"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents Administrative Agent and the Lenders hereby acknowledges and consents to any and all CACIB Wachovia Roles and agrees that in connection with any CACIB Wachovia Role, CACIB Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its role as administrator of Atlanticadministrative agent for Blue Ridge, the giving of notice to the Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Blue Ridge Liquidity Agreement, and hereby acknowledges that neither CACIB Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than AtlanticBlue Ridge) arising out of any of the CACIB Wachovia Roles. (b) BTMU BTM acts, or may in the future act: (i) as administrator of GothamVictory, (ii) to provide credit or liquidity enhancement for the timely payment for Gotham’s Victory's Commercial Paper Notes and (iii) to provide other services from time to time for Gotham Victory (collectively, the “BTMU "BTM Roles”"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and the Lenders Victory hereby acknowledges and consents to any and all BTMU BTM Roles and agrees that in connection with any BTMU BTM Role, BTMU BTM may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of GothamVictory, the giving of notice to the Gotham Victory Liquidity Banks of a mandatory purchase pursuant to the Gotham Victory 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. (a) 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 Notes 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 the Lenders 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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 Gotham 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. (b) BNP Paribas acts, or may in the future act: (i) as administrator of ▇▇▇▇▇▇▇▇, (ii) to provide credit or liquidity enhancement for the timely payment for ▇▇▇▇▇▇▇▇’▇ Commercial Paper and (iii) to provide other services from time to time for ▇▇▇▇▇▇▇▇ (collectively, the “BNP Paribas Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and ▇▇▇▇▇▇▇▇ hereby acknowledges that neither BTMU nor any of its Affiliates has any fiduciary duties hereunder and consents to any Lender and all BNP Paribas Roles and agrees that in connection with any BNP Paribas Role, BNP Paribas may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of ▇▇▇▇▇▇▇▇, the giving of notice to the ▇▇▇▇▇▇▇▇ Liquidity Banks of a mandatory purchase pursuant to the ▇▇▇▇▇▇▇▇ Liquidity Agreement. (c) Citibank or CNAI, as applicable, acts, or may in the future act: (i) as administrator of CAFCO, (ii) to provide credit or liquidity enhancement for the timely payment for CAFCO’s Promissory Notes and (iii) to provide other than Gotham) arising out services from time to time for CAFCO (collectively, the “Citigroup Roles”). Without limiting the generality of any Sections 11.1 and 11.8, each of the BTMU Agents and CAFCO hereby acknowledges and consents to any and all Citigroup Roles and agrees that in connection with any Citigroup Role, Citibank or CNAI, as applicable, may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of CAFCO, the 60993798_4.DOC giving of notice to the CAFCO Liquidity Banks of a mandatory purchase pursuant to the CAFCO Liquidity Agreement. (d) 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 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement. (e) Mizuho acts, or may in the future act: (i) as administrator of WCM, (ii) to provide credit or liquidity enhancement for the timely payment for WCM’s Commercial Paper and (iii) to provide other services from time to time for WCM (collectively, the “Mizuho Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and WCM hereby acknowledges and consents to any and all Mizuho Roles and agrees that in connection with any Mizuho Role, Mizuho may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of WCM, the giving of notice to the WCM Liquidity Banks of a mandatory purchase pursuant to the WCM Liquidity Agreement. (f) Scotiabank acts, or may in the future act: (i) as administrator of Liberty Street, (ii) to provide credit or liquidity enhancement for the timely payment for Liberty Street’s Commercial Paper and (iii) to provide other services from time to time for Liberty Street (collectively, the “Scotiabank Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Liberty Street hereby acknowledges and consents to any and all Scotiabank Roles and agrees that in connection with any Scotiabank Role, Scotiabank may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Liberty Street, the giving of notice to the Liberty Street Liquidity Banks of a mandatory purchase pursuant to the Liberty Street Liquidity Agreement.

Conflict Waivers. (a) 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 Notes 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 the Lenders 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB Roles.a (b) BTMU MUFG 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 Notes and (iii) to provide other services from time to time for Gotham (collectively, the “BTMU MUFG 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 MUFG Roles and agrees that in connection with any BTMU MUFG Role, BTMU MUFG 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 MUFG nor any of its Affiliates has any fiduciary duties hereunder to any Lender ▇▇▇▇▇▇ (other than Gotham) arising out of any of the BTMU MUFG Roles.

Conflict Waivers. (a) 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 Notes 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 the Lenders 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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 Gotham 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. (b) JPMorgan acts, or may in the future act: (i) as administrator of PARCO, (ii) to provide credit or liquidity enhancement for the timely payment for PARCO’s Commercial Paper and (iii) to provide other services from time to time for PARCO (collectively, the “JPMorgan Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and PARCO hereby acknowledges that neither BTMU nor any of its Affiliates has any fiduciary duties hereunder and consents to any Lender and all JPMorgan Roles and agrees that in connection with any JPMorgan Role, JPMorgan may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of PARCO, the giving of notice to the PARCO Liquidity Banks of a mandatory purchase pursuant to the PARCO Liquidity Agreement. (c) BNP Paribas acts, or may in the future act: (i) as administrator of ▇▇▇▇▇▇▇▇, (ii) to provide credit or liquidity enhancement for the timely payment for ▇▇▇▇▇▇▇▇’▇ Commercial Paper and (iii) to provide other than Gotham) arising out services from time to time for ▇▇▇▇▇▇▇▇ (collectively, the “BNP Paribas Roles”). Without limiting the generality of any Sections 11.1 and 11.8, each of the BTMU Agents and ▇▇▇▇▇▇▇▇ hereby acknowledges and consents to any and all BNP Paribas Roles and agrees that in connection with any BNP Paribas Role, BNP Paribas may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of ▇▇▇▇▇▇▇▇, the giving of notice to the ▇▇▇▇▇▇▇▇ Liquidity Banks of a mandatory purchase pursuant to the ▇▇▇▇▇▇▇▇ Liquidity Agreement. (d) Citibank or CNAI, as applicable, acts, or may in the future act: (i) as administrator of CAFCO, (ii) to provide credit or liquidity enhancement for the timely payment for CAFCO’s Promissory Notes and (iii) to provide other services from time to time for CAFCO (collectively, the “Citigroup Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and CAFCO hereby acknowledges and consents to any and all Citigroup Roles and agrees that in connection with any Citigroup Role, Citibank or CNAI, as applicable, may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of CAFCO, the giving of notice to the CAFCO Liquidity Banks of a mandatory purchase pursuant to the CAFCO Liquidity Agreement.

Conflict Waivers. (a) CACIB actsSTCM and/or STB act(s), or may in the future act: (i) as administrator of Atlanticfor Three Pillars, (ii) as issuing and paying agent for Three Pillars' Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Atlantic’s Three Pillars' Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic Three Pillars (collectively, the “CACIB Roles”"SUNTRUST ROLES"). Without limiting the generality of Sections 11.1 12.1 and 11.812.8, each of the other Co-Agents and the Lenders hereby acknowledges and consents to any and all CACIB SunTrust Roles and agrees that in connection with any CACIB SunTrust Role, CACIB STCM and/or STB may take, or refrain from taking, any action which it, in its discretion, deems appropriate, , including, without limitation, in its STCM's role as administrator of Atlanticfor Three Pillars, the giving of notice to the Atlantic Three Pillars Liquidity Banks of a mandatory purchase pursuant to the Atlantic Three Pillars Liquidity Agreement, and hereby acknowledges that neither CACIB STCM, STB nor any of its their Affiliates has any fiduciary duties hereunder to any Lender (other than AtlanticThree Pillars) arising out of any of the CACIB SunTrust Roles. (b) BTMU Wachovia acts, or may in the future act: (i) as administrator of Gothamadministrative 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 Gotham’s Blue Ridge's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Gotham Blue Ridge (collectively, the “BTMU Roles”"WACHOVIA ROLES"). Without limiting the generality of Sections 11.1 12.1 and 11.812.8, each of the Agents Administrative Agent and the Lenders hereby acknowledges and consents to any and all BTMU Wachovia Roles and agrees that in connection with any BTMU Wachovia Role, BTMU Wachovia may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of Gothamadministrative agent for Blue Ridge, the giving of notice to the Gotham Liquidity Banks of a mandatory purchase pursuant to the Gotham Blue Ridge Liquidity Agreement, and hereby acknowledges that neither BTMU Wachovia nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than GothamBlue Ridge) arising out of any of the BTMU Wachovia Roles.

Conflict Waivers. (a) CACIB 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 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 Blue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the Blue Ridge 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) arising out of any Wachovia Roles. (b) CLNY 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 's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Atlantic (collectively, the “CACIB "CLNY 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 CACIB CLNY Roles and agrees that in connection with any CACIB CLNY 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 Atlantic Liquidity Banks of a mandatory purchase pursuant to the Atlantic Liquidity Agreement, and hereby acknowledges that neither CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Atlantic) arising out of any of the CACIB 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 Notes 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 CLNY may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrator of GothamAtlantic, the giving of notice to the Gotham Liquidity Banks of a mandatory purchase pursuant to the Gotham Atlantic Liquidity Agreement, and hereby acknowledges that neither BTMU CLNY nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than GothamAtlantic) arising out of any of the BTMU CLNY Roles.