Common use of Conflict Waivers Clause in Contracts

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. (a) Wachovia CACIB acts, or may in the future act: (i) as administrative agent for VFCCadministrator of Atlantic, (ii) as issuing and paying agent for VFCC’s Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCCAtlantic’s Commercial Paper Notes and (iviii) to provide other services from time to time for VFCC Atlantic (collectively, the “Wachovia CACIB Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Administrative Agent Agents and the Lenders hereby acknowledges and consents to any and all Wachovia CACIB Roles and agrees that in connection with any Wachovia CACIB Role, Wachovia CACIB 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 VFCCadministrator of Atlantic, the giving of notice to the Atlantic Liquidity Banks of a mandatory purchase pursuant to the VFCC Atlantic Liquidity Agreement, and hereby acknowledges that neither Wachovia CACIB nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than VFCCAtlantic) arising out of any of the Wachovia 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) 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 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 Xxxxxxxx, (ii) to provide credit or liquidity enhancement for the timely payment for Xxxxxxxx’x Commercial Paper and (iii) to provide other than Gotham) arising out services from time to time for Xxxxxxxx (collectively, the “BNP Paribas Roles”). Without limiting the generality of any Sections 11.1 and 11.8, each of the BTMU Agents and Xxxxxxxx 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 Xxxxxxxx, the giving of notice to the Xxxxxxxx Liquidity Banks of a mandatory purchase pursuant to the Xxxxxxxx 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) Wachovia acts, or may in the future act: (i) as administrative agent for VFCCBlue Ridge, (ii) as issuing and paying agent for VFCC’s Blue Ridge's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for VFCC 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 VFCCBlue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC 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 VFCCBlue Ridge) arising out of any of the Wachovia Roles. (b) BTMU CLNY acts, or may in the future act: (i) as administrator of GothamLa 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 Gotham’s La Fayette's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Gotham La Fayette (collectively, the “BTMU "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 BTMU CLNY Roles and agrees that in connection with any BTMU CLNY 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) STCM and/or STB act(s), or may in the future act: (i) as administrator for 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 Three Pillars' Commercial Paper Notes and (iv) to provide other services from time to time for Three Pillars (collectively, the "SUNTRUST ROLES"). Without limiting the generality of Sections 12.1 and 12.8, each of the other Co-Agents and the Lenders hereby acknowledges and consents to any and all SunTrust Roles and agrees that in connection with any SunTrust Role, STCM and/or STB may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in STCM's role as administrator for Three Pillars, the giving of notice to the Three Pillars Liquidity Banks of a mandatory purchase pursuant to the Three Pillars Liquidity Agreement, and hereby acknowledges that neither STCM, STB nor any of their Affiliates has any fiduciary duties hereunder to any Lender (other than Three Pillars) arising out of any SunTrust Roles. (b) Wachovia acts, or may in the future act: (i) as administrative agent for VFCCBlue Ridge, (ii) as issuing and paying agent for VFCC’s Blue Ridge's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for VFCC Blue Ridge (collectively, the “Wachovia Roles”"WACHOVIA ROLES"). Without limiting the generality of Sections 11.1 12.1 and 11.812.8, 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 VFCCBlue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC 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 VFCCBlue Ridge) 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. (a) Wachovia acts, or may in the future act: (i) as administrative agent for VFCCBlue Ridge, (ii) as issuing and paying agent for VFCC’s Blue Ridge's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for VFCC 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 VFCCBlue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC 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 VFCCBlue Ridge) arising out of any of the Wachovia Roles. (b) BTMU CLNY acts, or may in the future act: (i) as administrator of GothamAtlantic, (ii) as issuing and paying agent for Atlantic's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Gotham’s Atlantic's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Gotham Atlantic (collectively, the “BTMU "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 BTMU CLNY Roles and agrees that in connection with any BTMU CLNY 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) Wachovia acts, or may in the future act: (i) as administrative agent for VFCCBlue Ridge, (ii) as issuing and paying agent for VFCC’s Blue Ridge's Commercial Paper NotesPaper, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for VFCC 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 VFCCBlue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC 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 VFCCBlue Ridge) arising out of any of the 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 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) 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 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 Xxxxxxxx, (ii) to provide credit or liquidity enhancement for the timely payment for Xxxxxxxx’x Commercial Paper and (iii) to provide other services from time to time for Xxxxxxxx (collectively, the “BNP Paribas Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Xxxxxxxx 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 Xxxxxxxx, the giving of notice to the Xxxxxxxx Liquidity Banks of a mandatory purchase pursuant to the Xxxxxxxx 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) Wachovia Each Co-Agent acts, or may in the future act: (i) as administrative agent for VFCCsuch Co-Agent’s Conduit, (ii) as issuing and paying agent for VFCCsuch Conduit’s Commercial Paper NotesPaper, (iii) to provide credit or liquidity enhancement for the timely payment for VFCCsuch Conduit’s Commercial Paper Notes and (iv) to provide other services from time to time for VFCC such Conduit (collectively, the “Wachovia Co-Agent Roles”). Without limiting the generality of Sections 11.1 and 11.8, each of the Administrative Agent other Agents and the Lenders hereby acknowledges and consents to any and all Wachovia Co-Agent Roles and agrees that in connection with any Wachovia Co-Agent Role, Wachovia 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 VFCCits Conduit, the giving of notice to the Liquidity Banks in its Lender Group of a mandatory purchase pursuant to the VFCC Liquidity AgreementAgreement for such Lender Group, and hereby acknowledges that neither Wachovia the applicable Co-Agent nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than VFCCits Conduit) arising out of any of the Wachovia Co-Agent Roles. (b) BTMU The Administrative Agent acts, or may in the future act: (i) as administrator of Gothama 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 GothamMarket Street’s or any other Conduit’s Commercial Paper and (iiivii) to provide other services from time to time for Gotham Market Street or any other Conduit (collectively, the “BTMU Administrative 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 BTMU Administrative Agent Roles and agrees that in connection with any BTMU Administrative Agent Role, BTMU the Administrative 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 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 the Administrative Agent nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Gotham) Secured Party arising out of any of the BTMU RolesAdministrative Agent Role.

Conflict Waivers. (a) Wachovia acts, or may in the future act: (i) as administrative agent for VFCCBlue Ridge, (ii) as issuing and paying agent for VFCC’s Blue Ridge's Commercial Paper NotesPaper, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for VFCC 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 VFCCBlue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC 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 VFCCBlue Ridge) arising out of any of the 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 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 Xxxxxxxx, (ii) to provide credit or liquidity enhancement for the timely payment for Xxxxxxxx'x Commercial Paper and (iii) to provide other than Gotham) arising out services from time to time for Xxxxxxxx (collectively, the "BNP Paribas Roles"). Without limiting the generality of any Sections 11.1 and 11.8, each of the BTMU Agents and Xxxxxxxx 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 Xxxxxxxx, the giving of notice to the Xxxxxxxx Liquidity Banks of a mandatory purchase pursuant to the Xxxxxxxx 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) STCM and/or STB act(s), or may in the future act: (i) as administrator for 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 Three Pillars' Commercial Paper Notes and (iv) to provide other services from time to time for Three Pillars (collectively, the "SunTrust Roles"). Without limiting the generality of Sections 12.1 and 12.8, each of the other Co-Agents, the LC Issuers and the Lenders hereby acknowledges and consents to any and all SunTrust Roles and agrees that in connection with any SunTrust Role, STCM and/or STB may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in STCM's role as administrator for Three Pillars, the giving of notice to the Three Pillars Liquidity Banks of a mandatory purchase pursuant to the Three Pillars Liquidity Agreement, and hereby acknowledges that neither STCM, STB nor any of their Affiliates has any fiduciary duties hereunder to any Lender (other than Three Pillars) or LC Issuer arising out of any SunTrust Roles. (b) Wachovia acts, or may in the future act: (i) as administrative agent for VFCC, (ii) an LC Issuer, (iii) as issuing and paying agent for VFCC’s 's Commercial Paper Notes, (iiiiv) to provide credit or liquidity enhancement for the timely payment for VFCC’s 's Commercial Paper Notes and (ivv) to provide other services from time to time for VFCC (collectively, the “"Wachovia Roles”"). Without limiting the generality of Sections 11.1 12.1 and 11.812.8, each of the Administrative Agent Agent, the LC Issuers 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 VFCC 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) or other LC Issuer 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. (a) Wachovia acts, or may in the future act: (i) as administrative agent for VFCCBlue Ridge, (ii) as issuing and paying agent for VFCC’s Blue Ridge's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s Blue Ridge's Commercial Paper Notes and (iv) to provide other services from time to time for VFCC Blue Ridge (collectively, the “Wachovia Roles”"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 VFCCBlue Ridge, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC 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 VFCCBlue Ridge) arising out of any of the Wachovia Roles. (b) BTMU CLNY acts, or may in the future act: (i) as administrator of GothamAtlantic, (ii) as issuing and paying agent for Atlantic's Commercial Paper Notes, (iii) to provide credit or liquidity enhancement for the timely payment for Gotham’s Atlantic's Commercial Paper Notes and (iiiiv) to provide other services from time to time for Gotham Atlantic (collectively, the “BTMU 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 BTMU CLNY Roles and agrees that in connection with any BTMU CLNY 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) Wachovia RBC acts, or may in the future act: (i) as administrative agent for VFCCOld Line and certain other Conduits, (ii) as issuing and paying agent for VFCC’s the Commercial Paper Notesof Old Line and certain other Conduits, (iii) to provide credit or liquidity enhancement for the timely payment for VFCC’s the Commercial Paper Notes of Old Line and certain other Conduits and (iv) to provide other services from time to time for VFCC Old Line and certain other Conduits (collectively, the “Wachovia "RBC 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 RBC Roles and agrees that in connection with any Wachovia RBC Role, Wachovia RBC 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 VFCCOld Line or such other Conduits, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to the VFCC a Liquidity Agreement, and hereby acknowledges that neither Wachovia RBC nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than VFCCOld Line or such other Conduits) arising out of any of the Wachovia 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 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...