Common use of Electronic Execution of Assignments and Other Documents Clause in Contracts

Electronic Execution of Assignments and Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Notices of Revolving Loan Borrowings, Notices of Swing Loan Borrowings, Notices of Competitive Bid Loan Borrowings, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto without further verification and (b) upon the reasonable request of the Administrative Agent, any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Electronic Execution of Assignments and Other Documents. The words “execute,” “execution,” “signed,” “signature,” This Agreement, any Credit Document and words of like import in or related to any document other Communication, including Communications required to be signed in connection with this Agreement writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the transactions contemplated hereby (including without limitation Assignment Borrowers and Assumptions, amendments or other modifications, Notices each of Revolving Loan Borrowings, Notices of Swing Loan Borrowings, Notices of Competitive Bid Loan Borrowings, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or each Issuing Bank, the keeping of records in electronic formSwingline Lender, and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity or and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding paper record. Notwithstanding anything contained herein to the contrary contrary, neither the Administrative Agent Agent, any Issuing Bank nor the Swingline Lender is under no any obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent such Person pursuant to procedures approved by it; provided, thatfurther, without limiting the foregoing, (a) to the extent the Administrative Agent Agent, any Issuing Bank and/or the Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each party hereto of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto Borrower and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the reasonable request of the Administrative Agent or any Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, any Issuing Bank nor the Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Credit Documents for being the maker thereof). Each Borrower and each Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Credit Document based solely on the lack of paper original copies of this Agreement and/or such other Credit Document and (ii) waives any claim against the Administrative Agent, each Issuing Bank, each Lender and each Related Party for any liabilities arising solely from the Administrative Agent’s, any Issuing Bank’s and/or any Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Borrowers to use any available security measures in connection with the execution, delivery or transmission of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

Electronic Execution of Assignments and Other Documents. The words “execute,” “execution,” “signed,” “signature,” This Agreement, any Credit Document and words of like import in or related to any document other Communication, including Communications required to be signed in connection with this Agreement writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the transactions contemplated hereby (including without limitation Assignment Credit Parties and Assumptions, amendments or other modifications, Notices each of Revolving Loan Borrowings, Notices of Swing Loan Borrowings, Notices of Competitive Bid Loan Borrowings, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, Collateral Agent and each Lender Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the keeping same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of records such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic formcounterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent, Collateral Agent and each of the Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity or and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding paper record. Notwithstanding anything contained herein to the contrary contrary, neither the Administrative Agent Agent, the Collateral Agent, the Issuing Bank nor the Swingline Lender is under no any obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent such Person pursuant to procedures approved by it; provided, thatfurther, without limiting the foregoing, (a) to the extent the Administrative Agent Agent, Collateral Agent, Issuing Bank and/or Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent, Collateral Agent and each party hereto of the Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto Credit Party and/or any Lender Party without further verification and (b) upon the reasonable request of the Administrative Agent, Collateral Agent or any Lender Party, any Electronic Signature of any party to this Agreement shall, as shall be promptly as practicable, be followed by such manually executed counterpart. For purposes hereofNeither the Administrative Agent, “Collateral Agent, Issuing Bank nor Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, Collateral Agent’s, Issuing Bank’s or Swingline Lender’s reliance on any Electronic Record” Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, Collateral Agent, Issuing Bank and “Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature” shall have ) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the meanings assigned requirements set forth in the Credit Documents for being the maker thereof). Each of the Credit Parties and each Lender Party hereby waives (i) any argument, defense or right to themcontest the legal effect, respectivelyvalidity or enforceability of this Agreement or any other Credit Document based solely on the lack of paper original copies of this Agreement or such other Credit Document, by 15 USC §7006and (ii) waives any claim against the Administrative Agent, Collateral Agent, each Lender Party and each of their Related Parties for any liabilities arising solely from the Administrative Agent’s, Collateral Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as it may be amended from time a result of the failure of the Credit Parties to timeuse any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.