Common use of Counterparts; Integration; Electronic Execution Clause in Contracts

Counterparts; Integration; Electronic Execution. (a) To facilitate execution, this Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Counterparts; Integration; Electronic Execution. (a) To facilitate execution, this This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means). It shall not be necessary that the signature of, or on behalf ofcounterparts, each partyof which shall constitute an original, or that the signature but all of all Persons required to bind any party, appear on each counterpart. All counterparts which when taken together shall collectively constitute a single documentcontract. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing This Agreement and the respective signatures of, or on behalf of, each of other Loan Documents constitute the entire contract among the parties heretorelating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document, and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by fax, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any such other Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in electronic formform (including deliveries by fax, emailed pdf. or any other electronic means that reproduces an image of an actual executed page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, ; provided that nothing herein shall require Lender to the extent and as provided for in any Applicable Law, including the Federal accept Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent Lender has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and the other parties hereto Lender shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative AgentLenders, the Lenders Borrower and any of the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) Lender may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against Lender for any liabilities arising solely from Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of Borrower and/or each Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Integration; Electronic Execution. (a) To facilitate execution, this This Agreement and any amendments, waivers, consents or supplements may be executed signed in any number of counterparts as may be convenient or required (which may be effectively delivered and by facsimile, in portable document format (“PDF”) or other similar electronic meansdifferent parties hereto on different counterparts). It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of which shall be an original, with the parties hereto.same effect as if the signatures thereto and hereto were upon the same instrument. [[5952619]] (b) This Agreement and any promissory notes executed pursuant hereto constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof (but do not supersede any provisions of the Fee Letters or any provisions of the Commitment Letter that by the terms of the Commitment Letter survive the effectiveness of this Agreement, all of which provisions shall remain in full force and effect). (c) Delivery of an executed counterpart of a signature page of this Agreement and/or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, Agreement and/or any other Loan Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto the Borrower hereby (A) agrees that, for all purposes, including including, without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, Electronic Signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of the Loan Parties, an actual executed signature page and/or any electronic images of this Agreement or and/or any other Loan Ancillary Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Loan Documents this Agreement and/or any Ancillary Document based solely on the lack of paper original copies of any Loan Documentsthis Agreement and/or such Ancillary Document, respectively, [[5952619]] including with respect to any signature pages theretothereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Integration; Electronic Execution. (a) To facilitate execution, this This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required (which may be effectively delivered and by facsimile, in portable document format (“PDF”) or other similar electronic meansdifferent parties hereto on different counterparts). It shall not be necessary that the signature of, or on behalf of, each partyof which shall constitute an original, or that the signature but all of all Persons required to bind any party, appear on each counterpart. All counterparts which when taken together shall collectively constitute a single documentcontract. It shall not be necessary in making proof of this document This Agreement, the other Loan Documents and any separate letter agreements with respect to produce or account for more than a single counterpart containing fees payable to any Agent constitute the respective signatures of, or on behalf of, each of entire contract among the parties heretorelating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Credit Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and any of the Loan Credit Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Related Parties of the Administrative Agent or any Lender for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Credit Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.