Common use of Covenants of the Existing Agent Clause in Contracts

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 Sections 10.2 and 10.3 of the Credit Agreement, which are incorporated by reference herein mutatis mutandis): (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 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 (C) a copy of the 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, 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 10.1 of the Credit Agreement, to the Existing Agent under Section 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 delivered to the Lenders; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights and privileges of the Existing Agent under the Existing 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 (v) 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 Credit Documents. 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 Existing Agent and the Successor Agent that any exchange of information under this Section 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 protection from 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 Existing Agent or the Successor Agent. 2. Until such time as all Collateral in the possession 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-agent and bailee of the Successor Agent in accordance with the terms of the Existing Credit Documents, solely for the purposes of maintaining the priority and perfection of such Liens (it being understood, however, that the Existing Agent shall have no responsibility or obligation to take any action to maintain the priority or perfection of such Liens). Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens on the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (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 Requisite Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 of the Credit Agreement including, without limitation, Section 9.6, 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. 3. In furtherance of the foregoing, it is understood and agreed that the Existing Agent shall not be required to take any action or exercise any right, power or privilege (including, without limitation, the exercise of any rights or remedies under the Existing Credit Documents) under the Credit Documents unless expressly requested in writing by the Successor Agent or otherwise required by the Credit Documents and any document, instrument or agreement to be furnished or executed by, or other action to be taken by, the Existing Agent shall be reasonably satisfactory to it. The Existing Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Existing Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Existing Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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 Sections 10.2 and 10.3 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) all Collateral, if any, in the possession of the Existing Agent, (B) execution versions of the Credit Agreement and the other Existing Credit 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 (CB) 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, copies of any Agent all written notices or documents, financial statements and other written requests delivered by the Borrower, in accordance with the notice provisions in Section 10.1 8.02 of the Credit Agreement, to the Existing Agent under Section 5.1 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 not already been delivered to posted on the LendersPlatform; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights rights, powers and privileges of the Existing Agent under the Existing Credit Loan 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 set forth in Schedule IV hereto with respect to the Collateral of certain Foreign Subsidiaries and (v) 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 Credit Loan Documents. The 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 5 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 protection 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. 2. Until such time as all Collateral in the possession 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-agent and bailee of the Successor Agent in accordance with the terms of the Existing Credit Documents, solely for the purposes of maintaining the priority and perfection of such Liens (it being understood, however, that the Existing Agent shall have no responsibility or obligation to take any action to maintain the priority or perfection of such Liens). Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens on the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (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 Requisite Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 of the Credit Agreement including, without limitation, Section 9.6, 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. 3. In furtherance of the foregoing, it is understood and agreed that the Existing Agent shall not be required to take any action or exercise any right, power or privilege (including, without limitation, the exercise of any rights or remedies under the Existing Credit Documents) under the Credit Documents unless expressly requested in writing by the Successor Agent or otherwise required by the Credit Documents and any document, instrument or agreement to be furnished or executed by, or other action to be taken by, the Existing Agent shall be reasonably satisfactory to it. The Existing Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Existing Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Existing Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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 Sections 10.2 and 10.3 of the Credit Agreement, which are incorporated by reference herein mutatis mutandis): (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 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 (C) a copy of the 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, 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 10.1 of the Credit Agreement, to the Existing Agent under Section 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 delivered to the Lenders; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights and privileges of the Existing Agent under the Existing 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 (v) 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 Credit Documents. 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 Existing Agent and the Successor Agent that any exchange of information under this Section 5 that is otherwise protected against disclosure by privilege, doctrine or rule of confidentiality (such information, “Privileged Information”) certain (i) will not waive any applicable privilege, doctrine or rule of protection from 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 Existing Agent or the Successor Agent. 2. Until such time as all Collateral in the possession 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-agent and bailee of the Successor Agent in accordance with the terms of the Existing Credit Documents, solely for the purposes of maintaining the priority and perfection of such Liens (it being understood, however, that the Existing Agent shall have no responsibility or obligation to take any action to maintain the priority or perfection of such Liens). Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the Liens on the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such Liens, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (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 Requisite Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 of the Credit Agreement including, without limitation, Section 9.6, 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. 3. In furtherance of the foregoing, it is understood and agreed that the Existing Agent shall not be required to take any action or exercise any right, power or privilege (including, without limitation, the exercise of any rights or remedies under the Existing Credit Documents) under the Credit Documents unless expressly requested in writing by the Successor Agent or otherwise required by the Credit Documents and any document, instrument or agreement to be furnished or executed by, or other action to be taken by, the Existing Agent shall be reasonably satisfactory to it. The Existing Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Existing Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Existing Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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 Sections 10.2 and 10.3 of the Credit Agreement, which are incorporated by reference herein mutatis mutandis): (ia) 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 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 (C) a copy of the 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, 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 10.1 of the Credit Agreement, to the Existing Agent under Section 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 delivered to the Lenders; (iii) execute and/or furnish all documents, agreements or instruments as may be reasonably requested by the Successor Agent to transfer the rights and privileges of the Existing Agent under the Existing 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 (v) 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 Credit Documents. 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 Existing Agent and the Successor Agent that any exchange of information under this Section 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 protection from 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 Existing Agent or the Successor Agent. 2. 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 Existing Credit Loan Documents, solely for the purposes of maintaining the priority and perfection of such Liens (it being understoodLiens. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, however, each Loan Party agrees that the Existing Agent shall have no responsibility or obligation to take any action to maintain the priority or perfection all of such Liens)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 on 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 LiensLiens 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 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 Requisite Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions Protective Provisions of Section 9 Article VIII of the Credit Agreement including, without limitation, Section 9.68.02, 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. 3. (b) In furtherance of the foregoing, it is understood and agreed that the Existing Agent shall not be required to take any action or exercise any right, power or privilege (including, without limitation, the exercise of any rights or remedies under the Existing Credit Loan Documents) under the Credit Loan Documents unless expressly requested in writing by the Successor Agent or otherwise required by the Credit Documents and any document, instrument or agreement to be furnished or executed by, or other action to be taken by, the Existing Agent shall be reasonably satisfactory to itLoan Documents. The Existing Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Existing Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Existing Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.