Common use of Covenants of the Existing Agent Clause in Contracts

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 information, “Privileged Information”) (i) will not waive any applicable privilege, doctrine or rule of confidentiality from such disclosure, (ii) will not diminish the confidentiality of the Privileged Information and (iii) will not be asserted as a waiver of any such privilege, doctrine or rule by the Borrower, Existing Agent or the Successor Agent.

Covenants of the Existing Agent. 1. 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) Sections 10.2 and 10.3 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) all Collateral, if any, in the possession of the Existing Agent, (B) execution versions of the Credit Agreement and the other Existing Loan Credit 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 (BC) a copy of the Register Register, as of the Effective Date; (ii) use commercially reasonable efforts to deliver, or cause to be delivered or make available on SyndTrak promptly to the Successor Agent all Agent, copies of any written notices or documents, financial statements and other written requests delivered by the Borrower, in accordance with the notice provisions in Section 8.02 10.1 of the Credit Agreement, to the Existing Agent under Section 5.01(h) 5.1 of the Credit Agreement and received by the Existing Agent, in each case, to the extent such notices, documents, statements or requests have not already been posted on delivered to the PlatformLenders; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights, powers rights and privileges of the Existing Agent under the Existing Loan Credit Documents, in its capacity as Administrative Agent, Collateral Agent and/or Swing Line Lender, to the Successor Agent, (iv) use commercially reasonable efforts to take all the actions set forth in Schedule IV hereto with respect to the Collateral of certain Foreign Subsidiaries and (ivv) 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 Credit 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 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 5 that is otherwise protected against disclosure by privilege, doctrine or rule of confidentiality (such information, “Privileged Information”) (i) will not waive any applicable privilege, doctrine or rule of confidentiality protection from such disclosure, (ii) will not diminish the confidentiality of the Privileged Information and (iii) will not be asserted as a waiver of any such privilege, doctrine or rule by the Borrower, Existing Agent or the Successor Agent.

Covenants of the Existing Agent. The (a) Until such time as all Collateral in the possession or control of the Existing Agent covenants (in its capacity as such) and agrees that it willall 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, in each case, at the Borrower’s expense (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 and pursuant to Section 8.04(a) the terms of the Credit AgreementLoan Documents, which 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 incorporated hereby ratified and reaffirmed by reference herein mutatis mutandis) use commercially reasonable efforts to: each Loan Party. Without limiting the generality of the foregoing, (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 any reference 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 caseon any publicly filed document, to the extent such notices, documents, statements or requests have been posted on filing relates to the Platform; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by Liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent Agent, shall, with respect to transfer the rightssuch Liens and security interests, powers and privileges of constitute a reference to the Existing Agent under the Existing Loan Documents, in its capacity as Administrative Agent, to collateral representative of the Successor Agent, and (ivii) take all actions reasonably requested 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 its representatives control of such Collateral has been assigned to facilitate the transfer 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 information 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 in connection with following the Existing Loan Documents. Each delivery made Effective Date upon tender thereof 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 information, “Privileged Information”) (i) will not waive any applicable privilege, doctrine or rule of confidentiality from such disclosure, (ii) will not diminish the confidentiality of the Privileged Information and (iii) will not be asserted as a waiver of any such privilege, doctrine or rule by the Borrower, Existing Agent or the Successor Agent.

Covenants of the Existing Agent. 1. 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) Sections 10.2 and 10.3 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) all Collateral, if any, in the possession of the Existing Agent, (B) execution versions of the Credit Agreement and the other Existing Loan Credit 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 (BC) a copy of the Register Register, as of the Effective Date; (ii) use commercially reasonable efforts to deliver, or cause to be delivered or make available on SyndTrak promptly to the Successor Agent all Agent, copies of any written notices or documents, financial statements and other written requests delivered by the Borrower, in accordance with the notice provisions in Section 8.02 10.1 of the Credit Agreement, to the Existing Agent under Section 5.01(h) 5.1 of the Credit Agreement and received by the Existing Agent, in each case, to the extent such notices, documents, statements or requests have not already been posted on delivered to the PlatformLenders; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights, powers rights and privileges of the Existing Agent under the Existing Loan Credit Documents, in its capacity as Administrative Agent, Collateral Agent and/or Swing Line Lender, to the Successor Agent, and (iv) use commercially reasonable efforts to take all the actions reasonably requested by the Successor Agent or its representatives to facilitate the transfer of information set forth in Schedule IV hereto with respect 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 Collateral 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 information, “Privileged Information”) (i) will not waive any applicable privilege, doctrine or rule of confidentiality from such disclosure, (ii) will not diminish the confidentiality of the Privileged Information and (iii) will not be asserted as a waiver of any such privilege, doctrine or rule by the Borrower, Existing Agent or the Successor Agent.certain