Common use of Platform Clause in Contracts

Platform. (i) Each Credit Party, each Lender and each Issuing Bank agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) available to the Issuing Banks and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Disbursing Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) any Approved Electronic Communications available to the Issuing Banks and the other Lenders by posting the Borrower Materials such Approved Electronic Communications on the Platform. (ii) The Platform is and any Approved Electronic Communications are provided “as is” and “as available.” The Agent None of the Agents nor any of their respective Related Parties (as defined below) do not warrant warrants the accuracy accuracy, adequacy or completeness of the Borrower Materials Platform or the adequacy of the Platform, any Approved Electronic Communications and each expressly disclaim disclaims liability for errors or omissions in the Borrower MaterialsApproved Electronic Communications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party or any of their respective Related Parties in connection with the Borrower Materials Platform or the Approved Electronic Communications. Each party hereto agrees that no Agent has any responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Approved Electronic Communication or otherwise required for the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative In no event shall any Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimswhether or not based on strict liability and including, without limitation, (A) direct damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative any Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have the same resulted primarily from the gross negligence or willful misconduct of such Agent Party; provided that or its Related Parties, in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank each case as determined by a court of competent jurisdiction in a final and non-appealable judgment or any other Person for (B) indirect, special, incidentalincidental or consequential damages, consequential losses or punitive damages expenses (as opposed to actual damages whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative any Agent’s transmission of communications through the Internet Platform. In no event shall any Agent or any of its Related Parties have any liability for any damages arising from the use by others of any information or other materials obtained through internet, electronic, telecommunications or other information transmission systems, except to the extent the same resulted primarily from the gross negligence or willful misconduct of such Agent or its Related Parties, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. (including iii) Each Loan Party, each Lender and each Agent agrees that the Disbursing Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Disbursing Agent’s customary document retention procedures and policies. (iv) All uses of the Platform shall be governed by and subject to, in addition to this Section 9.02, separate terms and conditions posted or referenced in such Platform and related agreements executed by the Lenders and their Affiliates in connection with the use of such Platform. (v) Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Disbursing Agent, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. (vi) The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to Section 5.02 or otherwise are being distributed through the Platform)), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for Public Lenders. The Borrower agrees to clearly designate all information provided to the Disbursing Agent by or on behalf of the Loan Parties which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to Section 5.02 or otherwise contains Non-Public Information, the Disbursing Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to Holdings, the Borrower, its Subsidiaries and their respective securities.

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform), except to the extent that such losses, claims, damages, liabilities confidential information) concerning this transaction or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Borrower or any other Person for indirectLoan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, specialANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, incidentalCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, consequential or punitive damages EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent maymay make any material delivered by the Borrower to the Administrative Agent, but shall not be obligated toas well as any amendments, make waivers, consents, and other written information, documents, instruments and other materials and/or information provided on behalf relating to the Borrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the Borrower hereunder transactions contemplated hereby (collectively, the “Borrower MaterialsCommunications”) available to the Issuing Banks and the other Lenders by posting such notices on an electronic delivery system (which may be provided by the Borrower Materials Administrative Agent, an Affiliate of the Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks, DebtX, SyndTrak Online or a substantially similar electronic system (the “Platform”); provided, that no Default or Event of Default shall exist hereunder or under any Loan Document solely as a result of any delay or failure of delivery of Communications made available to Lenders by delivery to the Administrative Agent for posting on the Platform. . The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) The the Platform is provided “as is” and “as available.” The and (iii) neither the Administrative Agent Parties (as defined below) do not warrant nor any of its Affiliates warrants the accuracy accuracy, completeness, timeliness, sufficiency, or completeness sequencing of the Borrower Materials or the adequacy of Communications posted on the Platform, . The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or omissions incomplete downloading, delays in posting or delivery, or problems accessing the Borrower MaterialsCommunications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties Affiliates in connection with the Platform. Each Lender agrees that notice to it (collectively, as provided in the next sentence) (a “Agent PartiesNotice”) are not responsible for approving or vetting the representatives, designees or contacts of specifying that any Lender or Issuing Bank that are provided access Communication has been posted to the Platform and that there shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be confidentiality sent (and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability from time to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or time thereafter to ensure that the Administrative Agent’s transmission of communications through the Internet Agent has on record an effective e-mail address for such Lender) and (including the Platform), except ii) that any Notice may be sent to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and none-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))mail address.

Platform. (i) Each Credit Party, each Lender and each Issuing Bank Party agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Borrowers Materials available to the Issuing Banks Lender and the other Lenders by posting the Borrower Borrowers Materials on the Platform. (ii) The Platform is provided . THE PLATFORM IS PROVIDED “as isAS IS” and AND “as availableAS AVAILABLE.” The Agent Parties THE AGENT PARTIES (as defined belowAS DEFINED BELOW) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the PlatformDO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERS MATERIALS OR THE ADEQUACY OF THE PLATFORM, and expressly disclaim liability for errors or omissions in the Borrower MaterialsAND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWERS MATERIALS. No warranty of any kindNO WARRANTY OF ANY KIND, expressEXPRESS, implied or statutoryIMPLIED OR STATUTORY, including any warranty of merchantabilityINCLUDING ANY WARRANTY OF MERCHANTABILITY, fitness for a particular purposeFITNESS FOR A PARTICULAR PURPOSE, nonNON-infringement of thirdINFRINGEMENT OF THIRD-party rights or freedom from viruses or other code defectsPARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, is made by any Agent Party in connection with the Borrower Materials or the PlatformIS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWERS MATERIALS OR THE PLATFORM. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Parent Borrower, any Lender, the Issuing Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications Borrowers Materials or notices through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lenderother electronic messaging service, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))Internet.

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank Agent agrees that the Administrative both CAA Agent and Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders or Agent by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative CAA Agent and its Related Partiesor Agent from time to time, each of the Lenders, the Issuing Banks Agent, and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank Agent that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, Agent, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s, CAA Agent’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes CAA Agent, Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including confidential information) concerning this transaction or Borrower or any other Loan Party and the Platform)business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, except to the extent that such lossesANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, claimsCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, damagesEXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided however, that in no event shall any Agent Authorized Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)damages).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks and the other Lenders by posting the Borrower Materials Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar and industry recognized electronic transmission system (the “Platform”). (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Loan Party’s or the Administrative Agent’s transmission of communications through the Internet (Platform. “Communications” shall mean, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender by means of electronic communications pursuant to this Section 9.01, including through the Platform). The Borrower hereby agrees, except unless directed otherwise by the Administrative Agent or unless the e-mail address referred to in this paragraph below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide the Communications to the Administrative Agent in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner otherwise specified in the Loan Documents but only to the extent that such losses, claims, damages, liabilities or expenses are determined requested by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor” and shall post the same only on such portion. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s transmission of communications compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the Internet “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the Platform))foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks Letter of Credit Issuers and the other Lenders Banks by posting the Borrower Materials Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”). (ii) Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Banks, each of the Letter of Credit Issuers and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Bank or Letter of Credit Issuer that are added to the Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Banks, each of the Letter of Credit Issuers and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. (iii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties Affiliates (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower, any Lender Bank or any other Person for damages of any kind, including, without limitation, direct or entity for lossesindirect, claimsspecial, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that the Platform), except Borrower provides to the extent that such losses, claims, damages, liabilities Administrative Agent pursuant to this Agreement or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment the transactions contemplated therein which is distributed to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit PartyAdministrative Agent, any Lender, any Issuing Bank or any other Person for indirectLetter of Credit Issuer by means of electronic communications pursuant to this Section, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications including through the Internet (including the Platform)).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks Bank and the other Lenders by posting the Borrower Materials Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar and industry recognized electronic transmission system (the “Platform”). (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Loan Party’s or the Administrative Agent’s transmission of communications through the Internet (Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section 9.01, including through the Platform). The Borrower hereby agrees, except unless directed otherwise by the Administrative Agent or unless the e-mail address referred to in this paragraph below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide the Communications to the Administrative Agent in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner otherwise specified in the Loan Documents but only to the extent that such losses, claims, damages, liabilities or expenses are determined requested by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor” and shall post the same only on such portion. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s transmission of communications compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the Internet “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the Platform))foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Platform. (i) Each Credit Party, each Lender Holdings and each Issuing Bank agrees the Borrower agree that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided any Communications by posting such Communication on behalf of Debt Domain, IntraLinks, SyndTrak or any other electronic platform chosen by the Borrower hereunder Administrative Agent to be its electronic transmission system (collectively, the “Borrower MaterialsPlatform”) available to the Issuing Banks and the other Lenders by posting the Borrower Materials on the Platform). (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is and its primary web portal are secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Amendment and its Related PartiesRestatement Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks Banks, Holdings and the Borrower acknowledges and agrees that the distribution of information material through an electronic means medium is not necessarily secure in all respectssecure, that the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are is not responsible for approving or vetting the representatives, designees representatives or contacts of any Lender or Issuing Bank that are provided access added to the Platform Platform, and that there may be are confidentiality and other risks associated with such form of distribution. Each of the BorrowerLenders, each of the Issuing Banks, Holdings and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. (iii) THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES. (iv) Each Lender and each Issuing Bank party hereto understands agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank (as applicable) for purposes of the Loan Documents. Each Lender and accepts each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such risks. In no event Xxxxxx’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. (v) Nothing herein shall prejudice the Agent Parties have any liability to any Credit Partyright of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability communication pursuant to any Credit Party, any Lender, any Issuing Bank or Loan Document in any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))manner specified in such Loan Document.

Platform. (ia) Each Credit Party, each Lender and each Issuing Bank agrees The Borrowers agree that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks Letter of Credit Issuers and the other Lenders by posting the Borrower Materials Communications on the Platform. The Borrowers acknowledge and agree that the list of Disqualified Institutions shall be deemed suitable for posting and may be posted by the Agent on the Platform, including the portion of the Platform that is designated for “public side” Lenders. (iib) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit PartyBorrower, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s the Borrowers’ or the Administrative Agent’s transmission of communications through the Internet (including the Platform)., except to the extent that such losses, claims, damages, liabilities or expenses are unless it is determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from or court order that the damages were the result of acts or omissions constituting gross negligence or willful misconduct of such the Agent Party; . “Communications” means, collectively, any notice, demand, communication, information, document or other material provided that in no event shall any Agent Party have any liability by or on behalf of the Borrowers pursuant to any Credit PartyLoan Document or the transactions contemplated therein that is distributed to the Agent, any Lender, any Issuing Bank Lender or any other Person for indirectLetter of Credit Issuer by means of electronic communications pursuant to this Section, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications including through the Internet (including the Platform)).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank Party agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information the Communications (as defined below) available to the LC Issuer and the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”), at Borrowers’ expense. “Communications” (as used in this clause (d)) means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit Party pursuant to any Loan Document or the Borrower hereunder transactions contemplated therein that is distributed to Administrative Agent or any of its Related Parties, including Administrative Agent Professionals (individually, an “Agent Party,” and, collectively, the “Borrower MaterialsAgent Parties”) available ), any Lender or the LC Issuer by means of electronic communications pursuant to the Issuing Banks and the other Lenders by posting the Borrower Materials on this Section 15.1, including through the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim any liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the any Agent Parties Party have any liability to any Borrowers or the other Credit PartyParties, any Lender or any other Person for damages of any kind, including, without limitation, direct or entity for lossesindirect, claimsspecial, punitive, incidental, exemplary or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any other Credit Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (including iii) Each Credit Party further agrees that certain of the Platform), except Lenders may not wish to receive material non-public information with respect to the extent Credit Parties or their securities (each, to such extent, a “Public Lender”). The Credit Parties shall be deemed to have authorized the Agent Parties and the Lenders to treat any Communications marked “PUBLIC” as not containing any material non- public information with respect to the Credit Parties or their securities for purposes of United States federal and state securities laws. All Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). The Agent Parties, the Credit Parties and the Lenders shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such lossesother similar term). (iv) Each Public Lender agrees to cause at least one delegate at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, claimsin accordance with such Public Lender’s compliance procedures and applicable Law, damagesincluding United States Federal and state securities Laws, liabilities or expenses to make reference to Borrower Materials that are determined by a court not made available through the “Public Side” portion of competent jurisdiction by final the Platform and that may contain material non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability public information with respect to any Credit Party, any Lender, any Issuing Bank Party or any other Person its securities for indirect, special, incidental, consequential purposes of United States Federal or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))state securities laws.

Platform. (i) Each Credit Party, each Lender Loan Party and each Issuing Bank Xxxxxx agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, and each Lender and each Issuing Bank party hereto Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including confidential information) concerning the Platform), except to transactions contemplated by the extent that such losses, claims, damages, liabilities Loan Documents or expenses are determined by a court of competent jurisdiction by final any Beneficient Party and non-appealable judgment to have resulted from the gross negligence or willful misconduct business affairs of such Agent PartyBeneficient Party via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; provided that in no event shall any Agent Party have any liability to any Credit PartyPROVIDED, any LenderHOWEVER, any Issuing Bank or any other Person for indirectTHAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, specialSPECIAL, incidentalINCIDENTAL, consequential or punitive damages CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Borrower, Parent Guarantor each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution 4858-2715-9620 v.17 102 of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, L/C Issuer, and Xxxxxxxx understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party and Parent Guarantor (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform)confidential information) concerning this transaction or Borrower, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Parent Guarantor or any other Person for indirectLoan Party and the business affairs of Borrower, specialParent Guarantor and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, incidentalANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, consequential or punitive damages CONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Party, each Lender Holdings and each Issuing Bank agrees the Borrower agree that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided any Communications by posting such Communication on behalf of Debt Domain, IntraLinks, SyndTrak or any other electronic platform chosen by the Borrower hereunder Administrative Agent to be its electronic transmission system (collectively, the “Borrower MaterialsPlatform”) available to the Issuing Banks and the other Lenders by posting the Borrower Materials on the Platform). (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is and its primary web portal are secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Amendment and its Related PartiesRestatement Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks Banks, Holdings and the Borrower acknowledges and agrees that the distribution of information material through an electronic means medium is not necessarily secure in all respectssecure, that the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are is not responsible for approving or vetting the representatives, designees representatives or contacts of any Lender or Issuing Bank that are provided access added to the Platform Approved Electronic Platform, and that there may be are confidentiality and other risks associated with such form of distribution. Each of the BorrowerLenders, each of the Issuing Banks, Holdings and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. (iii) THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES. (iv) Each Lender and each Issuing Bank party hereto understands agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank (as applicable) for purposes of the Loan Documents. Each Lender and accepts each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such risks. In no event Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. (v) Nothing herein shall prejudice the Agent Parties have any liability to any Credit Partyright of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability communication pursuant to any Credit Party, any Lender, any Issuing Bank or Loan Document in any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))manner specified in such Loan Document.

Platform. (i) Each Credit Party, each Lender and each Issuing Bank Party agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks Lenders and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although In no event shallAlthough the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender lender or Issuing Bank Lender that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank Lender party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Lender or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement non‑infringement of third-party third‑party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by In no event shall the Administrative Agent and its Related Parties, each of the LendersAgent, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent Arranger or any of its their respective Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit PartyLoan Party or any Subsidiary, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform). -107- (f) Non-Public Side Designation. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Non-Public Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, except in accordance with such Public Lender’s compliance procedures and applicable Legal Requirements, including United States Federal and state securities applicable Legal Requirements, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain Material Non‑Public Information with respect to the extent that such losses, claims, damages, liabilities Borrower or expenses are determined by a court its securities for purposes of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence United States Federal or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))state securities applicable Legal Requirements. Section 11.4.

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent maymay make any material delivered by the Borrower to the Administrative Agent, but shall not be obligated toas well as any amendments, make waivers, consents, and other written information, documents, instruments and other materials and/or information provided on behalf relating to the Borrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the Borrower hereunder transactions contemplated hereby (collectively, the “Borrower MaterialsCommunications”) available to the Issuing Banks and the other Lenders by posting such notices on an electronic delivery system (which may be provided by the Borrower Materials Administrative Agent, an Affiliate of the Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks, DebtX, SyndTrak Online or a substantially similar electronic system (the “Platform”); provided, that no Default or Event of Default shall exist hereunder or under any Loan Document solely as a result of any delay or failure of delivery of Communications made available to Lenders by delivery to the Administrative Agent for posting on the Platform. . The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) The the Platform is provided “as is” and “as available.” The and (iii) neither the Administrative Agent Parties (as defined below) do not warrant nor any of its Affiliates warrants the accuracy accuracy, completeness, timeliness, sufficiency, or completeness sequencing of the Borrower Materials or the adequacy of Communications posted on the Platform, . The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or omissions incomplete downloading, delays in posting or delivery, or problems accessing the Borrower MaterialsCommunications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties Affiliates in connection with the Platform. Each Lender agrees that notice to it (collectively, as provided in the next sentence) (a “Agent PartiesNotice”) are not responsible for approving or vetting the representatives, designees or contacts of specifying that any Lender or Issuing Bank that are provided access Communication has been posted to the Platform and that there shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be confidentiality sent (and other risks associated with from time to time thereafter to ensure that the 47345311_9 Administrative Agent has on record an effective e-mail address for such form of distribution. Each of the Borrower, each Lender Lender) and each Issuing Bank party hereto understands and accepts (ii) that any Notice may be sent to such risks. In no event shall the Agent Parties have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and none-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))mail address.

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders Lenders, or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower Xxxxxxxx acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including confidential information) concerning this transaction or Borrower or any other Loan Party and the Platform)business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, except to the extent that such lossesANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, claimsCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, damagesEXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE BAD FAITH, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent PartyGROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; provided PROVIDED, however, that in no event shall any Agent Authorized Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)damages).

Platform. (i) Each Credit PartyThe Borrower, each Lender and each Issuing Bank Xxxxxx agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks Lenders and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank Lender that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank Lender party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Partythe Borrower’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Partythe Borrower, any Lender, any Issuing Bank Lender or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks and the other Lenders by posting the Borrower Materials Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar and industry recognized electronic transmission system (the “Platform”). (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Loan Party’s or the Administrative Agent’s transmission of communications through the Internet (Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender by means of electronic communications pursuant to this Section 9.01, including through the Platform). The Borrower hereby agrees, except unless directed otherwise by the Administrative Agent or unless the e-mail address referred to in this paragraph below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide the Communications to the Administrative Agent in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner otherwise specified in the Loan Documents but only to the extent that such losses, claims, damages, liabilities or expenses are determined requested by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor” and shall post the same only on such portion. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s transmission of communications compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the Internet “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the Platform))foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Platform. (i) Each Credit Party, The Borrower and each Lender and each Issuing Bank agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, Borrower and each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Partythe Borrower’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Partythe Borrower, any Lender, any Issuing Bank Lender or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Loan Party, each Lender and each Issuing Bank agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Information Materials available to the Issuing Banks and the other Lenders by posting the Borrower Information Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Information Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Information Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Information Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Loan Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit PartyBorrower, each Lender other Loan Party and each Issuing Bank Xxxxxx agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, and each Lender and each Issuing Bank party hereto Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform), except to the extent that such losses, claims, damages, liabilities confidential information) concerning this transaction or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Borrower or any other Person for indirectLoan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic CREDIT AGREEMENT – Page 108 0000-0000-0000.5 communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, specialANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, incidentalCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, consequential or punitive damages EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank Party agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks Lender and the other Lenders by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications other than any liabilities arising from the gross negligence, bad faith or willful misconduct of such Agent Party as determined in a final and non-appealable judgment by a court of competent jurisdiction. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any the Borrower or the other Credit PartyParties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including Platform other than any liabilities arising from the Platform)gross negligence, except to the extent that bad faith or willful misconduct of such losses, claims, damages, liabilities or expenses are Agent Party as determined in a final and non-appealable judgment by a court of competent jurisdiction (it being understood and agreed that all communications so transmitted shall continue to be subject to the terms of the confidentiality provisions set forth herein). “Communications” shall mean, collectively, any notice, demand, communication, information, document or other material provided by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct on behalf of such Agent Party; provided that in no event shall any Agent Credit Party have any liability pursuant to any Credit Party, any Lender, any Issuing Bank Document or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed the transactions contemplated therein which is distributed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission , any Lender or any Issuing Lender by means of electronic communications pursuant to this Section, including through the Internet (including the Platform)).

Platform. (i) Each Credit Party, each Lender The Borrower and each Issuing Bank Xxxxxx agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, Borrower and each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Partythe Borrower’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Partythe Borrower, any Lender, any Issuing Bank Lender or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform), except to the extent that such losses, claims, damages, liabilities confidential information) concerning this transaction or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Borrower or any other Person for indirectLoan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, specialANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, incidentalCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, consequential or punitive damages EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS CREDIT AGREEMENT – Page 153 NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent maymay make any material delivered by the Borrower to the Administrative Agent, but shall not be obligated toas well as any amendments, make waivers, consents, and other written information, documents, instruments and other materials and/or information provided on behalf relating to the Borrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the Borrower hereunder transactions contemplated hereby (collectively, the “Borrower MaterialsCommunications”) available to the Issuing Banks and the other Lenders by posting such notices on an electronic delivery system (which may be provided by the Borrower Materials Administrative Agent, an Affiliate of the Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks, DebtX or a substantially similar electronic system (the “Platform”); provided, that no Default or Event of Default shall exist hereunder or under any Loan Document solely as a result of any delay or failure of delivery of Communications made available to Lenders by delivery to the Administrative Agent for posting on the Platform. . The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) The the Platform is provided “as is” and “as available.” The and (iii) neither the Administrative Agent Parties (as defined below) do not warrant nor any of its Affiliates warrants the accuracy accuracy, completeness, timeliness, sufficiency, or completeness sequencing of the Borrower Materials or the adequacy of Communications posted on the Platform, . The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or omissions incomplete downloading, delays in posting or delivery, or problems accessing the Borrower MaterialsCommunications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties Affiliates in connection with the Platform. Each Lender agrees that notice to it (collectively, as provided in the next sentence) (a “Agent PartiesNotice”) are not responsible for approving or vetting the representatives, designees or contacts of specifying that any Lender or Issuing Bank that are provided access Communication has been posted to the Platform and that there shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Administrative Agent in writing of such Lender’s e-mail address to which a Notice may be confidentiality sent (and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability from time to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or time thereafter to ensure that the Administrative Agent’s transmission of communications through the Internet Agent has on record an effective e-mail address for such Lender) and (including the Platform), except ii) that any Notice may be sent to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and none-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))mail address.

Platform. (i) Each Credit Loan Party, each Lender and each Issuing Bank agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Information Materials available to the Issuing Banks and the other Lenders by posting the Borrower Information Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Information Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Information Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Information Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind NAI-1532684191v1 ​ (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Loan Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Party, each Lender Loan Party and each Issuing Bank Lxxxxx agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, and each Lender and each Issuing Bank party hereto Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including confidential information) concerning the Platform), except to transactions contemplated by the extent that such losses, claims, damages, liabilities Loan Documents or expenses are determined by a court of competent jurisdiction by final any Beneficient Party and non-appealable judgment to have resulted from the gross negligence or willful misconduct business affairs of such Agent PartyBeneficient Party via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; provided PROVIDED, HOWEVER, that in no event shall any Agent Authorized Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)damages).

Platform. So long as Citibank or any of its Affiliates is the Administrative Agent, materials required to be delivered pursuant to Sections 7.1(a), (ib) Each Credit Party, each Lender and each Issuing Bank (d) may be delivered to the Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lenders by e-mail at [?]. The Borrower agrees that the Administrative Agent maymay make such materials, but shall not be obligated toas well as any other written information, make documents, instruments and other material relating to the Borrower, any of its Subsidiaries or any other materials and/or information provided on behalf or matters relating to this Credit Agreement, any Notes or any of the Borrower hereunder transactions contemplated hereby (collectively, the “Borrower Materials”) "Communications"), available to the Issuing Banks and the other Lenders by posting such notices on Intralinks (the "Platform"). The Borrower Materials on acknowledges that (i) the Platform. distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) The the Platform is provided “"as is” " and “"as available.” The " and (iii) neither the Administrative Agent Parties (as defined below) do not warrant nor any of its Affiliates warrants the accuracy accuracy, adequacy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and each expressly disclaim disclaims liability for errors or omissions in the Borrower MaterialsCommunications or the Platform. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties Affiliates in connection with the Platform. Each Lender agrees that notice to it (collectively, as provided in the “Agent Parties”next sentence) are not responsible for approving or vetting the representatives, designees or contacts of (a "Notice") specifying that any Lender or Issuing Bank that are provided access Communications have been posted to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct constitute effective delivery of such Agent Partyinformation, documents or other materials to such Lender for purposes of this Credit Agreement; provided that in no event shall any Agent Party have any liability to any Credit Partythat, if requested by any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s Agent shall deliver a copy of the Communications to such Lender by e-mail or telecopier. Each Lender agrees (i) to notify the Administrative Agent in writing of such Lender's e-mail address or addresses to which a Notice may be sent by electronic transmission of communications through the Internet (including by electronic communication) on or before the Platform))date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address(es) for such Lender) and (ii) that any Notice may be sent to such e-mail address or addresses. In the event that a Lender notifies the Administrative Agent of a change in the e-mail address or addresses previously designated by such Lender for the purpose of receiving Notices, the Administrative Agent shall promptly confirm with such Lender the requested change.

Platform. (i) Each Subject to Section 12.11 and the last paragraph of Section 8.2, each Credit Party, each Lender and each Issuing Bank Lender agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks Lenders and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank Lender that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank Lender party hereto understands and accepts such risks. In Subject to Section 12.11 and the last paragraph of Section 8.2, in no event shall the Agent Parties have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Lender or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or 42297167v.11 expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform), except to the extent that such losses, claims, damages, liabilities confidential information) concerning this transaction or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Borrower or any other Person for indirectLoan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, specialANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, incidentalCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, consequential or punitive damages EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit PartyThe Borrower, each Lender and each Issuing Bank Lender agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Materials available to the Issuing Banks Lenders and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks Lenders and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank Lender that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank Lender party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Partythe Borrower, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Partythe Borrower’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Partythe Borrower, any Lender, any Issuing Bank Lender or any other Person for indirect, special, incidental, consequential or punitive damages damages, losses or expenses (as opposed to actual damages arising out of any Credit Party’s damages, losses or the Administrative Agent’s transmission of communications through the Internet (including the Platform)expenses).

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders Lenders, or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower Xxxxxxxx acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto Lender, L/C Issuer, and Borrower understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform), except to the extent that such losses, claims, damages, liabilities confidential information) concerning this transaction or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Borrower or any other Person for indirectLoan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, specialANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, incidentalCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, consequential or punitive damages EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank The Borrower agrees that the Administrative Agent maymay make any material delivered by the Borrower to the Administrative Agent, but shall not be obligated toas well as any amendments, make waivers, consents, and other written information, documents, instruments and other materials and/or information provided on behalf relating to the Borrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the Borrower hereunder transactions contemplated hereby (collectively, the “Borrower MaterialsCommunications”) available to the Issuing Banks and the other Lenders by posting such notices on an electronic delivery system (which may be provided by the Borrower Materials Administrative Agent, an Affiliate of the Administrative Agent, or any Person that is not an Affiliate of the Administrative Agent), such as IntraLinks, DebtX or a substantially similar electronic system (the “Platform”); provided, that no Default or Event of Default shall exist hereunder or under any Loan Document solely as a result of any delay or failure of delivery of Communications made available to Lenders by delivery to the Administrative Agent for posting on the Platform. . The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) The the Platform is provided “as is” and “as available.” The and (iii) neither the Administrative Agent Parties (as defined below) do not warrant nor any of its Affiliates warrants the accuracy accuracy, completeness, timeliness, sufficiency, or completeness sequencing of the Borrower Materials or the adequacy of Communications posted on the Platform, . The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or omissions incomplete downloading, delays in posting or delivery, or problems accessing the Borrower MaterialsCommunications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, the Administrative Agent or any of its Related Parties Affiliates in connection with the Platform. Each Lender agrees that notice to it (collectively, as provided in the next sentence) (a “Agent PartiesNotice”) are not responsible for approving or vetting the representatives, designees or contacts of specifying that any Lender or Issuing Bank that are provided access Communication has been posted to the Platform and that there shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Administrative Agent in writing of such Lender's e-mail address to which a Notice may be confidentiality sent (and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability from time to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or time thereafter to ensure that the Administrative Agent’s transmission of communications through the Internet Agent has on record an effective e-mail address for such Lender) and (including the Platform), except ii) that any Notice may be sent to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and none-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform))mail address.

Platform. (i) Each Credit Borrower, each other Loan Party, each Lender Lender, and each Issuing Bank L/C Issuer agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) Communications available to the Issuing Banks and the other Lenders or L/C Issuer by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials Communications or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to with generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Partiesfrom time to time, each of the Lenders, the Issuing Banks L/C Issuer, and the Borrower acknowledges and agrees that (x) the distribution of information material through an electronic means medium is not necessarily secure in all respects, and (y) the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank L/C Issuer that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender CREDIT AGREEMENT – Page 139 and each Issuing Bank party hereto Lender, L/C Issuer, and Xxxxxxxx understands and accepts such risks. In no event shall the Agent Parties have any liability to any Credit Loan Party, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Loan Party’s or the Administrative Agent’s transmission of communications Communications through the Internet Platform. (iii) Each Loan Party (by its, his or her execution of a Loan Document) hereby authorizes Administrative Agent, each Lender, and their respective counsel and agents and Related Parties (each, an “Authorized Party”) to communicate and transfer documents and other information (including the Platform), except to the extent that such losses, claims, damages, liabilities confidential information) concerning this transaction or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, any Issuing Bank Borrower or any other Person for indirectLoan Party and the business affairs of Borrower and such other Loan Parties via the internet or other electronic communication method. IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY TO ANY LOAN PARTY, specialANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND (WHETHER IN TORT, incidentalCONTRACT OR OTHERWISE) ARISING OUT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS, consequential or punitive damages EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE DIRECTLY RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AUTHORIZED PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AUTHORIZED PARTY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (as opposed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including the Platform)AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).

Platform. (i) Each Credit Party, each Lender and each Issuing Bank Party agrees that the Administrative Agent may, but shall not be obligated to, make materials and/or information provided on behalf of the Borrower hereunder Communications (collectively, the “Borrower Materials”as defined below) available to the Issuing Banks Lenders and the other Lenders by posting the Borrower Materials Communications on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, Platform and expressly disclaim liability for errors or omissions in the Borrower MaterialsCommunications other than any liabilities arising from the gross negligence, bad faith or willful misconduct of such Agent Party as determined in a final and non-appealable judgment by a court of competent jurisdiction. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials Communications or the Platform. Although the Platform is secured pursuant to generally-applicable security procedures and policies implemented or modified by the Administrative Agent and its Related Parties, each of the Lenders, the Issuing Banks and the Borrower acknowledges and agrees that distribution of information through an electronic means is not necessarily secure in all respects, In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) are not responsible for approving or vetting the representatives, designees or contacts of any Lender or Issuing Bank that are provided access to the Platform and that there may be confidentiality and other risks associated with such form of distribution. Each of the Borrower, each Lender and each Issuing Bank party hereto understands and accepts such risks. In no event shall the Agent Parties have any liability to any Borrower or the other Credit PartyParties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including Platform other than any liabilities arising from the Platform)gross negligence, except to the extent that bad faith or willful misconduct of such losses, claims, damages, liabilities or expenses are Agent Party as determined in a final and non-appealable judgment by a court of competent jurisdiction (it being understood and agreed that all communications so transmitted shall continue to be subject to the terms of the confidentiality provisions set forth herein). “Communications” shall mean, collectively, any notice, demand, communication, information, document or other material provided by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct on behalf of such Agent Party; provided that in no event shall any Agent Credit Party have any liability pursuant to any Credit Party, any Lender, any Issuing Bank Document or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed the transactions contemplated therein which is distributed to actual damages arising out of any Credit Party’s or the Administrative Agent’s transmission , any Lender or any Issuing Lender by means of electronic communications pursuant to this Section, including through the Internet (including the Platform)).