Common use of Electronic Systems Clause in Contracts

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None of the Administrative Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic 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 any Communications Party in connection with the Communications or any Approved Electronic Platform. In no event shall any Communications Party have any liability to the other parties hereto 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 the Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks Issuing Bank and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System any other electronic system chosen by the Administrative Agent to be its electronic transmission system (the collectively, an “Approved Electronic PlatformSystem”). (iii) Although the Approved Electronic Platform System 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 Fourth Restatement Date, a user ID/password authorization system) and the Approved Electronic Platform System is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform System only on a deal-by-deal basis, each of the Banks Lenders, the Issuing Bank and the each 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 Lender that are added to the Approved Electronic PlatformSystem, and that there are may be confidentiality and other risks associated with such distribution. Each of the Banks Lenders, the Issuing Bank and the each Borrower hereby approves distribution of the Communications through the Approved Electronic Platform System and understands and assumes the risks of such distribution. (iiiii) The Approved Any Electronic Platform and System used by the Communications are Administrative Agent is provided “as is” and “as available.” None of the Administrative The Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors Parties (the “Communications Parties”as defined below) do not warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Electronic 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 any Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent or any Communications Party of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers or the other parties hereto Loan Parties, any Lender, the 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 the any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Issuing Banks and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”)System. (ii) Although the Approved Electronic Platform System 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 Effective Date, a user ID/password authorization system) and the Approved Electronic Platform System is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform System only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks 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 Lender that are added to the Approved Electronic PlatformSystem, and that there are may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform System and understands and assumes the risks of such distribution. (iii) The Approved Any Electronic Platform System used by the Administrative Agent and the Communications are provided “as is” and “as available.” None The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Administrative Agent Communications or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Communications and such Electronic Platform and the CommunicationsSystem. 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 Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent, any Communications Party Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger or any of their Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other parties hereto Loan Parties, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic SystemSystem other than as a result of willful misconduct or gross negligence by such Person as determined by a final, non-appealable order of a court of competent jurisdiction. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”)System. (ii) Although the Approved Electronic Platform System 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 Effective Date, a user ID/password authorization system) and the Approved Electronic Platform System is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform System only on a deal-by-deal basis, each of the Banks Lenders 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 Lender that are added to the Approved Electronic PlatformSystem, and that there are may be confidentiality and other risks associated with such distribution. Each of the Banks Lenders and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform System and understands and assumes the risks of such distribution. (iii) The Approved Any Electronic Platform System used by the Administrative Agent and the Communications are provided “as is” and “as available.” None The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Administrative Agent Communications or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Communications or such Electronic Platform and the CommunicationsSystem. 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 Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent, any Communications Party Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger or any of their Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower or the other parties hereto Loan Parties, any Lender or any other Person or entity for damages of any kind, including including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic SystemSystem other than as a result of willful misconduct or gross negligence by such Person as determined by a final, non-appealable order of a court of competent jurisdiction. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Agent or any Fronting Bank Lender by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks Issuing Lenders and the other Banks Lenders by posting the Communications on Debt DomainIntraLinks™, IntralinksDebtDomain, SyndtrakSyndTrak, ClearPar or a any other substantially similar Electronic System electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks Lenders, each of the Issuing Lenders 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 Lender that are added to the Approved Electronic Platform, and that there are may be confidentiality and other risks associated with such distribution. Each of the Banks Lenders, each of the Issuing Lenders and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Administrative Agent Communications, or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims disclaim liability for errors or omissions in the Communications and the Approved Electronic Platform and the CommunicationsPlatform. 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 Communications Agent Party in connection with the Communications or any the Approved Electronic Platform. In no event shall the Administrative Agent or any Communications Party Joint Lead Arrangers or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to the other parties hereto Borrower, any Lender, the Issuing Lenders 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 the Borrower’s or the Administrative Agent’s transmission of communications Communications through an the Internet or the Approved Electronic SystemPlatform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting Bank Issuing Lender by means of electronic communications pursuant to this Section, including through an the Approved Electronic SystemPlatform.

Electronic Systems. (i) The Borrower Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks Issuing Bank and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”)System. (ii) Although the Approved Any Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified System used by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None of the Administrative The Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors Parties (the “Communications Parties”as defined below) do not warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Electronic Platform and the 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 Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent or any Communications Party of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the other parties hereto Issuing Bank or any other Person or entity for damages of any kind, including including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of communications Communications through an Electronic System, except with respect to actual or direct damages to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the willful misconduct or gross negligence of any Agent Party; provided that any Communication to any Lenders, prospective Lenders, Participants or prospective Participants or, to the extent such disclosure is otherwise permitted, to any other Person through an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Company), which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None of the Administrative Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic 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 any Communications Party in connection with the Communications or any Approved Electronic Platform. In no event shall any Communications Party have any liability to the other parties hereto 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 the Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.any

Electronic Systems. (i) The Borrower Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Issuing Banks and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”)System. (ii) Although the Approved Any Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified System used by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None of the Administrative The Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors Parties (the “Communications Parties”as defined below) do not warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Electronic Platform and the CommunicationsCommunications (except as otherwise expressly provided in this Section 9.01(d)(ii)). 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 Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent or any Communications Party of its Related Parties (collectively, the “Agent Parties”) have any liability to the other parties hereto 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 the Borrowerany Loan Party’s or the Administrative Agent’s transmission of communications Communications through an Electronic SystemSystem except with respect to actual or direct damages to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the willful misconduct or gross negligence of any Agent Party; provided that any Communication to any Lenders, prospective Lenders, Participants or prospective Participants or, to the extent such disclosure is otherwise permitted, to any other Person through an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Company), which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.Issuing

Electronic Systems. (i) The Borrower Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks Issuing Bank and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System any other electronic system chosen by the Administrative Agent to be its electronic transmission system (the collectively, an “Approved Electronic PlatformSystem”). (iii) Although the Approved Electronic Platform System 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 Fourth Restatement Date, a user ID/password authorization system) and the Approved Electronic Platform System is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform System only on a deal-by-deal basis, each of the Banks Lenders, the Issuing Bank and the each 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 Lender that are added to the Approved Electronic PlatformSystem, and that there are may be confidentiality and other risks associated with such distribution. Each of the Banks Lenders, the Issuing Bank and the each Borrower hereby approves distribution of the Communications through the Approved Electronic Platform System and understands and assumes the risks of such distribution.. US-DOCS\114000287.20119598083.7 (iiiii) The Approved Any Electronic Platform and System used by the Communications are Administrative Agent is provided “as is” and “as available.” None of the Administrative The Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors Parties (the “Communications Parties”as defined below) do not warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Electronic 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 any Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent or any Communications Party of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers or the other parties hereto Loan Parties, any Lender, the 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 the any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Each of Parent and the Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks Issuing Lenders and the other Banks Lenders by posting the Communications on Debt DomainIntraLinks™, IntralinksDebtDomain, SyndtrakSyndTrak, ClearPar or a any other substantially similar Electronic System electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks Lenders, each of the Issuing Lenders and Parent 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 Lender that are added to the Approved Electronic Platform, and that there are may be confidentiality and other risks associated with such distribution. Each of the Banks Lenders, each of the Issuing Lenders, Parent and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Administrative Agent Communications, or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims disclaim liability for errors or omissions in the Communications and the Approved Electronic Platform and the CommunicationsPlatform. 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 Communications Agent Party in connection with the Communications or any the Approved Electronic Platform. In no event shall the Administrative Agent or any Communications Party Joint Lead Arrangers or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to Parent, the other parties hereto Borrower, any Lender, the Issuing Lenders 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 Parent’s, the Borrower’s or the Administrative Agent’s transmission of communications Communications through an the Internet or the Approved Electronic SystemPlatform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Parent or the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting Bank Issuing Lender by means of electronic communications pursuant to this Section, including through an the Approved Electronic SystemPlatform.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) (ii) Although the Approved Electronic 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 Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None of the Administrative Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic 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 any Communications Party in connection with the Communications or any Approved Electronic PlatformPlatform . In no event shall any Communications Party have any liability to the other parties hereto 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 the Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Agent or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Each of Parent and the Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks Lenders by posting the Communications on Debt DomainIntraLinks™, IntralinksDebtDomain, SyndtrakSyndTrak, ClearPar or a any other substantially similar Electronic System electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).. LEGAL02/46224329v7 (ii) Although the Approved Electronic 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 Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks Lenders and Parent 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 Lender that are added to the Approved Electronic Platform, and that there are may be confidentiality and other risks associated with such distribution. Each of the Banks Lenders, Parent and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Administrative Agent Communications, or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims disclaim liability for errors or omissions in the Communications and the Approved Electronic Platform and the CommunicationsPlatform. 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 Communications Agent Party in connection with the Communications or any the Approved Electronic Platform. In no event shall the Administrative Agent or any Communications Party Joint Lead Arrangers or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to Parent, the other parties hereto Borrower, any Lender 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 Parent’s, the Borrower’s or the Administrative Agent’s transmission of communications Communications through an the Internet or the Approved Electronic SystemPlatform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Parent or the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank or any Fronting Bank Lender by means of electronic communications pursuant to this Section, including through an the Approved Electronic SystemPlatform.

Electronic Systems. (i) The Borrower Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks Issuing Bank and the other Banks Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System any other electronic system chosen by the Administrative Agent to be its electronic transmission system (the collectively, an “Approved Electronic PlatformSystem”). (ii) Although the Approved Electronic Platform System and its primary web portal are secured with generally-applicable generally-‎applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Third Restatement Date, a user ID/password authorization system) and the Approved ‎the Electronic Platform System is secured through a per-deal authorization method whereby each user ‎user may access the Approved Electronic Platform System only on a deal-by-deal basis, each of the Banks Lenders, ‎the Issuing Bank and the each Borrower acknowledges and agrees that the distribution of material through ‎through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible ‎responsible for approving or vetting the representatives or contacts of any Bank Lender that are added to the Approved ‎the Electronic PlatformSystem, and that there are may be confidentiality and other risks associated with ‎with such distribution. Each of the Banks Lenders, the Issuing Bank and the each Borrower hereby approves distribution ‎distribution of the Communications through the Approved Electronic Platform System and understands and assumes ‎assumes the risks of such distribution.distribution.‎ (iii) The Approved Any Electronic Platform and System used by the Communications are Administrative Agent is provided “as is” and “as available.” None of the Administrative The Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors Parties (the “Communications Parties”as defined below) do not warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims disclaim liability for errors or omissions in the Approved Electronic 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 any Communications Agent Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall the Administrative Agent or any Communications Party of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers or the other parties hereto Loan Parties, any Lender, the 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 the any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Any Electronic Platform and System used by the Communications are Administrative Agent is provided “as is” and “as available.” None of the Administrative Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims liability for errors or omissions in the Approved Electronic 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 any Communications Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall any Communications Party have any liability to the other parties hereto 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 the Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.other

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Banks and the other Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks 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 that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Any Electronic Platform and System used by the Communications are Administrative Agent is provided “as is” and “as available.” None of the Administrative Agent or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved such Electronic Platform Systems and each expressly disclaims liability for errors or omissions in the Approved Electronic 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 any Communications Party in connection with the Communications or any Approved Electronic PlatformSystem. In no event shall any Communications Party have any liability to the other parties hereto 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 the Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Agent or any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Fronting Issuing Banks and the other Banks Lenders by posting the Communications on Debt DomainIntraLinks™, IntralinksDebtDomain, SyndtrakSyndTrak, ClearPar or a any other substantially similar Electronic System electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic 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 Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks 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 Lender that are added to the Approved Electronic Platform, and that there are may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) The Approved Electronic Platform and the Communications are provided “as is” and “as available.” None The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Administrative Agent Communications, or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (the “Communications Parties”) warrant the adequacy of the Approved Electronic Platform and each expressly disclaims disclaim liability for errors or omissions in the Communications and the Approved Electronic Platform and the CommunicationsPlatform. 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 Communications Agent Party in connection with the Communications or any the Approved Electronic Platform. In no event shall the Administrative Agent or any Communications Party Joint Lead Arrangers or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to the other parties hereto Borrower, any Lender, the Issuing Banks 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 the Borrower’s or the Administrative Agent’s transmission of communications Communications through an the Internet or the Approved Electronic SystemPlatform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Bank Lender or any Fronting Issuing Bank by means of electronic communications pursuant to this Section, including through an the Approved Electronic SystemPlatform.