Common use of Backup Administrative Agent Clause in Contracts

Backup Administrative Agent. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Credit Documents: (i) during any ▇▇▇▇▇ Fargo Availability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by ▇▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; (B) BofA will have no liability, and the other parties to this Agreement hereby release BofA from all liability, for any actions taken during this time by ▇▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; and (C) if the Borrower or the Required Lenders make the determination referred to in clause (a) of the definition of the term “▇▇▇▇▇ Fargo Unavailability Period,” then the Borrower or the Required Lenders, as applicable, shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the starting date of such ▇▇▇▇▇ Fargo Unavailability Period; (ii) during any ▇▇▇▇▇ Fargo Unavailability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by BofA in its capacity as the Backup Administrative Agent; (B) ▇▇▇▇▇ Fargo will have no liability, and the other parties to this Agreement hereby release ▇▇▇▇▇ Fargo from all liability, for any actions taken during this time by BofA in its capacity as the Backup Administrative Agent; and (C) if both the Borrower and the Required Lenders determine in their reasonable discretion (x) that ▇▇▇▇▇ Fargo is able to perform all the services required of it in its capacity as the Primary Administrative Agent and (y) that ▇▇▇▇▇ Fargo is not a Defaulting Lender, then the Borrower and the Required Lenders shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the ending day of the ▇▇▇▇▇ Fargo Unavailability Period. (b) During the time between the giving of the notice of the determination referred to in clause (b) of the definition of the term “▇▇▇▇▇ Fargo Unavailability Period” and the end of the ▇▇▇▇▇ Fargo Unavailability Period, all parties shall work together to facilitate a smooth transition of responsibility back to the Primary Administrative Agent. (c) Without limiting any other provision contained in any of the Credit Documents, each of the parties to this Agreement agrees to execute and deliver any and all further documents, agreements and instruments, and take all further actions, that any of the other parties to this Agreement may reasonably request in writing from time to time in order to effectuate this Section 9.13, including for the Primary Administrative Agent and the Backup Administrative Agent to keep the other reasonably informed to facilitate one replacing the other at the start or end of any ▇▇▇▇▇ Fargo Unavailability Period. (d) If any of the Primary Administrative Agent, the Backup Administrative Agent or the Borrower from time to time reasonably requests in writing a test of the mechanism for the replacement of the Primary Administrative Agent with the Backup Administrative Agent, and vice versa, each of the parties to this Agreement agrees to reasonably cooperate with the other parties hereto to perform such test, all at the sole cost and expense of the Borrower. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, any amendment to or waiver of (i) any provision of this ARTICLEArticle IX, (ii) the definition of “Administrative Agent,” “▇▇▇▇▇ Fargo Availability Period” or “▇▇▇▇▇ Fargo Unavailability Period” or (iii) any other provision in this Agreement or any other Credit Document that, in the case of clauses (i), (ii) or (iii), affects the rights or duties of the Primary Administrative Agent or Backup Administrative Agent shall require the consent of the Primary Administrative Agent and/or the Backup Administrative Agent, as applicable.

Backup Administrative Agent. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Credit Documents: (i) during any ▇▇▇▇▇ Fargo Availability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by ▇▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; (B) BofA will have no liability, and the other parties to this Agreement hereby release BofA from all liability, for any actions taken during this time by ▇▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; and (C) if the Borrower BorrowersBorrower or the Required Lenders make the determination referred to in clause (a) of the definition of the term “▇▇▇▇▇ Fargo Unavailability Period,” then the Borrower BorrowersBorrower or the Required Lenders, as applicable, shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the starting date of such ▇▇▇▇▇ Fargo Unavailability Period; (ii) during any ▇▇▇▇▇ Fargo Unavailability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by BofA in its capacity as the Backup Administrative Agent; (B) ▇▇▇▇▇ Fargo will have no liability, and the other parties to this Agreement hereby release ▇▇▇▇▇ Fargo from all liability, for any actions taken during this time by BofA in its capacity as the Backup Administrative Agent; and (C) if both the Borrower BorrowersBorrower and the Required Lenders determine in their reasonable discretion (x) that ▇▇▇▇▇ Fargo is able to perform all the services required of it in its capacity as the Primary Administrative Agent and (y) that ▇▇▇▇▇ Fargo is not a Defaulting Lender, then the Borrower BorrowersBorrower and the Required Lenders shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the ending day of the ▇▇▇▇▇ Fargo Unavailability Period. (b) During the time between the giving of the notice of the determination referred to in clause (b) of the definition of the term “▇▇▇▇▇ Fargo Unavailability Period” and the end of the ▇▇▇▇▇ Fargo Unavailability Period, all parties shall work together to facilitate a smooth transition of responsibility back to the Primary Administrative Agent. (c) Without limiting any other provision contained in any of the Credit Documents, each of the parties to this Agreement agrees to execute and deliver any and all further documents, agreements and instruments, and take all further actions, that any of the other parties to this Agreement may reasonably request in writing from time to time in order to effectuate this Section 9.13, including for the Primary Administrative Agent and the Backup Administrative Agent to keep the other reasonably informed to facilitate one replacing the other at the start or end of any ▇▇▇▇▇ Fargo Unavailability Period. (d) If any of the Primary Administrative Agent, the Backup Administrative Agent or the Borrower BorrowersBorrower from time to time reasonably requests in writing a test of the mechanism for the replacement of the Primary Administrative Agent with the Backup Administrative Agent, and vice versa, each of the parties to this Agreement agrees to reasonably cooperate with the other parties hereto to perform such test, all at the sole cost and expense of the BorrowerBorrowersBorrower. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, any amendment to or waiver of (i) any provision of this ARTICLEArticle ARTICLE IX, (ii) the definition of “Administrative Agent,” “▇▇▇▇▇ Fargo Availability Period” or “▇▇▇▇▇ Fargo Unavailability Period” or (iii) any other provision in this Agreement or any other Credit Document that, in the case of clauses (i), (ii) or (iii), affects the rights or duties of the Primary Administrative Agent or Backup Administrative Agent shall require the consent of the Primary Administrative Agent and/or the Backup Administrative Agent, as applicable.

Backup Administrative Agent. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Credit Documents: (i) during any ▇W▇▇▇▇ Fargo Availability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by ▇W▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; (B) BofA will have no liability, and the other parties to this Agreement hereby release BofA from all liability, for any actions taken during this time by ▇W▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; and (C) if the Borrower or the Required Lenders make the determination referred to in clause (a) of the definition of the term “▇W▇▇▇▇ Fargo Unavailability Period,” then the Borrower or the Required Lenders, as applicable, shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the starting date of such ▇W▇▇▇▇ Fargo Unavailability Period; (ii) during any ▇W▇▇▇▇ Fargo Unavailability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by BofA in its capacity as the Backup Administrative Agent; (B) ▇W▇▇▇▇ Fargo will have no liability, and the other parties to this Agreement hereby release ▇W▇▇▇▇ Fargo from all liability, for any actions taken during this time by BofA in its capacity as the Backup Administrative Agent; and (C) if both the Borrower and the Required Lenders determine in their reasonable discretion (x) that ▇W▇▇▇▇ Fargo is able to perform all the services required of it in its capacity as the Primary Administrative Agent and (y) that ▇W▇▇▇▇ Fargo is not a Defaulting Lender, then the Borrower and the Required Lenders shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the ending day of the ▇W▇▇▇▇ Fargo Unavailability Period. (b) During the time between the giving of the notice of the determination referred to in clause (b) of the definition of the term “▇W▇▇▇▇ Fargo Unavailability Period” and the end of the ▇W▇▇▇▇ Fargo Unavailability Period, all parties shall work together to facilitate a smooth transition of responsibility back to the Primary Administrative Agent. (c) Without limiting any other provision contained in any of the Credit Documents, each of the parties to this Agreement agrees to execute and deliver any and all further documents, agreements and instruments, and take all further actions, that any of the other parties to this Agreement may reasonably request in writing from time to time in order to effectuate this Section 9.13, including for the Primary Administrative Agent and the Backup Administrative Agent to keep the other reasonably informed to facilitate one replacing the other at the start or end of any ▇W▇▇▇▇ Fargo Unavailability Period. (d) If any of the Primary Administrative Agent, the Backup Administrative Agent or the Borrower from time to time reasonably requests in writing a test of the mechanism for the replacement of the Primary Administrative Agent with the Backup Administrative Agent, and vice versa, each of the parties to this Agreement agrees to reasonably cooperate with the other parties hereto to perform such test, all at the sole cost and expense of the Borrower. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, any amendment to or waiver of (i) any provision of this ARTICLEArticle ARTICLE IX, (ii) the definition of “Administrative Agent,” “▇W▇▇▇▇ Fargo Availability Period” or “▇W▇▇▇▇ Fargo Unavailability Period” or (iii) any other provision in this Agreement or any other Credit Document that, in the case of clauses (i), (ii) or (iii), affects the rights or duties of the Primary Administrative Agent or Backup Administrative Agent shall require the consent of the Primary Administrative Agent and/or the Backup Administrative Agent, as applicable.

Backup Administrative Agent. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Credit Documents: (i) during any ▇W▇▇▇▇ Fargo Availability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by ▇W▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; (B) BofA will have no liability, and the other parties to this Agreement hereby release BofA from all liability, for any actions taken during this time by ▇W▇▇▇▇ Fargo in its capacity as the Primary Administrative Agent; and (C) if the Borrower Borrowers or the Required Lenders make the determination referred to in clause (a) of the definition of the term “▇W▇▇▇▇ Fargo Unavailability Period,” then the Borrower Borrowers or the Required Lenders, as applicable, shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the starting date of such ▇W▇▇▇▇ Fargo Unavailability Period; (ii) during any ▇W▇▇▇▇ Fargo Unavailability Period, (A) all actions to be taken by the Administrative Agent under the Credit Documents will be taken by BofA in its capacity as the Backup Administrative Agent; (B) ▇W▇▇▇▇ Fargo will have no liability, and the other parties to this Agreement hereby release ▇W▇▇▇▇ Fargo from all liability, for any actions taken during this time by BofA in its capacity as the Backup Administrative Agent; and (C) if both the Borrower Borrowers and the Required Lenders determine in their reasonable discretion (x) that ▇W▇▇▇▇ Fargo is able to perform all the services required of it in its capacity as the Primary Administrative Agent and (y) that ▇W▇▇▇▇ Fargo is not a Defaulting Lender, then the Borrower Borrowers and the Required Lenders shall as promptly thereafter as is reasonably practicable notify each of the other parties to this Agreement of such determination and of the ending day of the ▇W▇▇▇▇ Fargo Unavailability Period. (b) During the time between the giving of the notice of the determination referred to in clause (b) of the definition of the term “▇W▇▇▇▇ Fargo Unavailability Period” and the end of the ▇W▇▇▇▇ Fargo Unavailability Period, all parties shall work together to facilitate a smooth transition of responsibility back to the Primary Administrative Agent. (c) Without limiting any other provision contained in any of the Credit Documents, each of the parties to this Agreement agrees to execute and deliver any and all further documents, agreements and instruments, and take all further actions, that any of the other parties to this Agreement may reasonably request in writing from time to time in order to effectuate this Section 9.13, including for the Primary Administrative Agent and the Backup Administrative Agent to keep the other reasonably informed to facilitate one replacing the other at the start or end of any ▇▇▇▇▇ Fargo Unavailability Period. (d) If any of the Primary Administrative Agent, the Backup Administrative Agent or the Borrower from time to time reasonably requests in writing a test of the mechanism for the replacement of the Primary Administrative Agent with the Backup Administrative Agent, and vice versa, each of the parties to this Agreement agrees to reasonably cooperate with the other parties hereto to perform such test, all at the sole cost and expense of the Borrower. (e) Notwithstanding anything to the contrary herein or in any other Credit Document, any amendment to or waiver of (i) any provision of this ARTICLEArticle IX, (ii) the definition of “Administrative Agent,” “▇▇▇▇▇ Fargo Availability Period” or “▇▇▇▇▇ Fargo Unavailability Period” or (iii) any other provision in this Agreement or any other Credit Document that, in the case of clauses (i), (ii) or (iii), affects the rights or duties of the Primary Administrative Agent or Backup Administrative Agent shall require the consent of the Primary Administrative Agent and/or the Backup Administrative Agent, as applicable.