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

Execution in Counterparts; Electronic Execution. This Pledge Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart signature page of this Pledge Agreement by telecopier or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Pledge Agreement and the transactions contemplated hereby (including without limitation, amendments or other modifications, waivers and consents) shall be deemed to include Electronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, 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; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto without further verification and (b) upon the reasonable request of the Administrative Agent, any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Execution in Counterparts; Electronic Execution. This Pledge Agreement and each of the other Loan Documents may be executed in any number of counterparts (and by different parties hereto in different separate counterparts), each of which when so executed shall constitute be deemed to be an original, but original and all of which when taken together shall constitute a single contractone and the same agreement. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Agent or the Issuing Bank, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Pledge Agreement or any other Loan Document, or any certificate delivered thereunder, by telecopier fax transmission or other electronic imaging means e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this AgreementAgreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to any other document to be signed executed in connection with this Pledge Agreement and the transactions contemplated hereby (including without limitation, amendments or other modifications, waivers and consents) herewith shall be deemed to include Electronic Signatureselectronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, 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 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; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided NAI-1502274953v9 further that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto without further verification and (b) upon the reasonable request of the Administrative Agent, any Electronic Signature of any party to this Agreement shall, as electronic signature shall be promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Execution in Counterparts; Electronic Execution. (a) This Pledge Agreement may be executed in any number of counterparts (and by different parties hereto in different separate counterparts), each of which when so executed shall constitute be deemed to be an original, but original and all of which when taken together shall constitute a single contractone and the same agreement. Delivery of an executed counterpart of a signature page of to this Pledge Agreement by telecopier fax or other electronic imaging means (e.g. “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document 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 Pledge Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation, amendments or other modifications, waivers and consents) shall be deemed to include Electronic SignaturesSignatures or execution in the form of an Electronic Record, the electronic matching of assignment terms 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 lawApplicable 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; provided . Each party hereto agrees that notwithstanding 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 contrary, the Administrative Agent is under no obligation to agree to accept an Electronic Signatures Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further that, that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic SignatureSignature from any party hereto, each party 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 any other the executing party hereto without further verification and (b) upon the reasonable request of the Administrative AgentAgent 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 (i) agrees that, for all purposes, including without limitation, in connection with any party to workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit PartiesBorrower, electronic images of this Agreement shallor any other Loan Document (in each case, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” including with respect to any signature pages thereto) shall have the meanings assigned same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to themcontest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, respectively, by 15 USC §7006, as it may be amended from time including with respect to time.any signature pages thereto. SECTION 8.12

Execution in Counterparts; Electronic Execution. (a) This Pledge Agreement may be executed in any number of counterparts (and by different parties hereto in different separate counterparts), each of which when so executed shall constitute be deemed to be an original, but original and all of which when taken together shall constitute a single contractone and the same agreement. Delivery of an executed counterpart of a signature page of to this Pledge Agreement by telecopier fax or other electronic imaging means (e.g. “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document 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 Pledge Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation, amendments or other modifications, waivers and consents) shall be deemed to include Electronic SignaturesSignatures or execution in the form of an Electronic Record, the electronic matching of assignment terms 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 lawApplicable 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; provided . Each party hereto agrees that notwithstanding 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 contrary, the Administrative Agent is under no obligation to agree to accept an Electronic Signatures Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further that, that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto without further verification and (b) upon the reasonable request of the Administrative Agent, any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time75 AmericasActive:16624138.