Covenants of the Existing Agent. The Existing Agent covenants and agrees that it will, in each case, at the Borrower’s expense (in accordance with and pursuant to Section 8.04(a) of the Credit Agreement, which are incorporated by reference herein mutatis mutandis) use commercially reasonable efforts to: (i) deliver, or cause to be delivered, promptly to the Successor Agent (A) execution versions of the Credit Agreement and the other Existing Loan Documents listed on Schedule I, provided that the Existing Agent will deliver executed originals of such documents if such documents are readily available to the Existing Agent and the Successor Agent reasonably deems it is necessary to have such an executed original in its possession (it being understood that executed originals of such documents may not be readily available to the Existing Agent) and (B) a copy of the Register as of the Effective Date; (ii) make available to the Successor Agent all written notices or documents, financial statements and other written requests delivered by the Borrower, in accordance with the notice provisions in Section 8.02 of the Credit Agreement, to the Existing Agent under Section 5.01(h) of the Credit Agreement and received by the Existing Agent, in each case, to the extent such notices, documents, statements or requests have been posted on the Platform; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights, powers and privileges of the Existing Agent under the Existing Loan Documents, in its capacity as Administrative Agent, to the Successor Agent, and (iv) take all actions reasonably requested by the Successor Agent or its representatives to facilitate the transfer of information to the Successor Agent in connection with the Existing Loan Documents. Each delivery made by the Existing Agent in accordance with the immediately preceding sentence is made “as is” and “as available”, the Borrower and the Successor Agent affirm the provisions of Section 7.03 of the Credit Agreement with respect thereto, and the Borrower hereby consents to all actions taken by the Existing Agent and the Successor Agent pursuant to the immediately preceding sentence. It is the intention and understanding of the Borrower, Existing Agent and the Successor Agent that any disclosure, sharing or exchange of information under this Section 4 that is otherwise protected against disclosure by privilege, doctrine or rule of confidentiality (such info...
Covenants of the Existing Agent. (a) Until such time as all Collateral in the possession or control of the Existing Agent (in its capacity as such) and all Liens granted in favor of the Existing Agent (in its capacity as such) in the Collateral have been assigned or otherwise transferred to the Successor Agent, the Existing Agent shall continue to hold such Collateral and/or Liens on such Collateral as a sub-collateral agent and bailee of the Successor Agent in accordance with the terms of the Loan Documents, solely for the purposes of maintaining the priority and perfection of such Liens. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Loan Party agrees that all of such Liens granted by any Loan Party, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Loan Party. Without limiting the generality of the foregoing, (i) any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent, and (ii) any Collateral in the possession or control of the Existing Agent shall be deemed to be held or controlled, as applicable, by the Existing Agent as sub-collateral agent and bailee for the Successor Agent until such time as such Collateral has been delivered to the Successor Agent or control of such Collateral has been assigned to the Successor Agent, as applicable (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the Protective Provisions of Article VIII of the Credit Agreement including, without limitation, Section 8.02, while serving in such capacity). The Successor Agent agrees to take possession of any possessory collateral delivered to the Successor Agent following the Effective Date upon tender thereof by the Existing Agent.
