Common use of Counterparts; Electronic Execution Clause in Contracts

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by fax facsimile transmission or other electronic transmission PDF shall be effective as delivery of a manually executed counterpart of this AgreementAgreement or such other document or instrument, as applicable. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower Representative and the Administrative Agent. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, notices, waivers and consents) shall be deemed to include Electronic Signatures or execution in electronic signatures, the form electronic matching of an Electronic Record, assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, contrary the Administrative Agent is under no obligation to agree to accept an Electronic Signature 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, (i) it or pursuant to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement Records Act or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents similar state laws based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretoUniform Electronic Transactions Act.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by any number of counterparts, all of the parties listed below which taken together shall constitute a single binding agreementone and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 12.07 and any Assignment and Assumption Agreement), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Banks shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any LenderBank, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto the Borrower hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Banks and the Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement and each other Loan Document may be executed in one or more duplicate counterparts and when signed by counterparts, each of which shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page of to this Agreement by fax or and each other electronic transmission Loan Document shall be effective as delivery of a manually an original executed counterpart of this Agreement. (b) Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any Agreement, the other Credit Facility Document or Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include Electronic Signatures or execution in electronic signatures, the form electronic matching of an Electronic Record, assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, the Borrower and each party hereto other Loan Party hereby (Ai) agrees agree that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives waive any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto.thereto and (iv) waives any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature

Counterparts; Electronic Execution. (a) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreementsame instrument. Delivery of an executed counterpart of a signature page of this Agreement shall be effective as delivery of an original counterpart of this Agreement and delivery of or any document or instrument delivered in connection herewith by fax or other electronic transmission telecopy shall be effective as delivery of a manually executed counterpart of this Agreementsuch other document or instrument, as applicable. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which when taken together shall constitute a single binding agreement. but one contract, and shall become effective as provided in Section 12.03. (a) Delivery of an executed counterpart of a signature page (including any Electronic Signature) of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, noticenotice (including any notice delivered pursuant to Section 12.01), certificate, reportrequest, statement, disclosure, disclosure or authorization related to be signed or delivered in connection with this Agreement or Agreement, any other Credit Facility Loan Document or and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) by emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof or thereof. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent or the Borrower has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, the Borrower, the Lenders and the other parties hereto Issuing Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent Agent, the Borrower, any Lender or any Issuing Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party of the parties hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Issuing Lenders and the Borrower, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) agrees that each of the Administrative Agent, the Borrower, the Lenders and the Issuing Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any the Administrative Agent, the Arranger, any Lender, any Issuing Lender, the Borrower or any Related Party of any of the foregoing for any losses, claims, demands, damages, penalties, liabilities and expenses of any kind, on any theory of liability, arising solely from the Administrative Agent’s, any Lender’s, any Issuing Lender’s or the Borrower’s reliance on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims, demands, damages, penalties, liabilities and expenses of any kind, on any theory of liability, arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile transmission or other in electronic transmission (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this AgreementAgreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement and any Loan Document may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement or any Loan Document to produce or account for more than one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. such fully-executed counterpart. (b) Delivery of an executed counterpart of a signature page of (i) this Agreement Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by fax emailed .pdf or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that that, without limiting the foregoing, (iA) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Company without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (iiB) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto the Company hereby (A1) agrees that, for all purposes, including including, without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerCompany, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduce an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper originaloriginal and (2) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (B) waives any argumentand all such electronic records shall be considered an original for all purposes and shall have the same legal effect, defense or right to contest the validity or and enforceability of the Credit Facility Documents based solely on the lack of as a paper original copies of any Credit Facility Documents, including with respect to any signature pages theretorecord).

Counterparts; Electronic Execution. (a) This Agreement may be executed signed in one or more duplicate counterparts any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and when signed by all of hereto were upon the parties listed below shall constitute a single binding agreementsame instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission imaging shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execution”, “execute,” “execution,” ”, “signed,” ”, “signature,” “delivery” ”, and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or (including any Assignment and Assumptions, amendments and other Credit Facility Document or the transactions contemplated hereby notices, waivers and consents) shall be deemed to include Electronic Signatures or execution in Signatures, the form electronic matching of an Electronic Record, assignment terms and contract formations on electronic platforms approved by the Administrative AgentPlatform, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, the Administrative Agent is not under no any obligation to agree to accept an Electronic Signature electronic signatures in any form or in any format unless expressly agreed to herein or otherwise by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto the Borrower hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Banks and the Borrower, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or any Credit Facility Documentsother Loan Document, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this AgreementAgreement signed by all the parties shall be lodged with the Company and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Documents and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Documents and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Documents or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Documents and/or any Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include an electronic symbol or process attached to a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (each an “Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignature”, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by without its prior written consent. Without limiting the Administrative Agent pursuant to procedures approved by it; provided that without limiting generality of the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Company or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto Borrower and each Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrowers and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Documents and/or any Ancillary Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Documents and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility this Agreement, any other Loan Documents and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of any Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile transmission, emailed pdf or any other electronic transmission means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this AgreementAgreement signed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document Agreement or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in electronic signatures, the form electronic matching of an Electronic Record, assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, contrary the Administrative Agent is under no obligation to agree to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate multiple counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. but one (1) contract, and shall become effective as provided in Section 9.03. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax facsimile, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document, any assignment, and/or any Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Lender Party for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which when taken together shall constitute a single binding agreement. but one contract, and shall become effective as provided in Section 10.03. (b) Delivery of an executed counterpart of a signature page (including any Electronic Signature) of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, noticenotice (including any notice delivered pursuant to Section 10.01), certificate, reportrequest, statement, disclosure, disclosure or authorization related to be signed or delivered in connection with this Agreement or Agreement, any other Credit Facility Loan Document or and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) by emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof or thereof. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent or the Borrower has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, the Borrower and the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent Agent, the Borrower or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party of the parties hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) agrees that each of the Administrative Agent, the Borrower and the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any the Administrative Agent, the Arranger, any Lender, the Borrower or any Related Party of any of the foregoing for any losses, claims, demands, damages, penalties, liabilities and expenses of any kind, on any theory of liability, arising solely from the Administrative Agent’s, any Lender’s or the Borrower’s reliance on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims, demands, damages, penalties, liabilities and expenses of any kind, on any theory of liability, arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any Loan Document and any other Credit Facility Document or any documentCommunication, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature (including, without limitation, facsimile and/or .pdf) on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto 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 to the Administrative Agent. 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 by each of the parties Credit Parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the other 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is not under no any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, each of the Administrative Agent and the other parties hereto Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party and/or Credit Party without further verification and (iib) upon the request of the Administrative Agent or any LenderAgent, any Communication executed using an Electronic Signature shall be promptly followed by an a manually executed, original manually executed counterpart thereofcounterpart. Without limiting The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the generality sufficiency, validity, enforceability, effectiveness or genuineness of the foregoingany Loan Document or any other agreement, each party hereto hereby instrument or document (A) agrees thatincluding, for all purposes, including without limitationthe avoidance of doubt, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, the Lenders emailed .pdf or any other electronic means). The Administrative Agent shall be entitled to rely on, and the Borrower, electronic images shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone and believed by it in good faith to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Facility Document Party hereby waives (in each case, including with respect to any signature pages theretoi) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against the Administrative Agent and each Credit Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Facility DocumentsParty’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with respect to the execution, delivery or transmission of any signature pages theretoElectronic Signature.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts any number of counterparts, each of which when so executed and when signed by delivered shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement Amendment by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Amendment. The words “execute,” “execution,” ”, “signed,” ”, “signature,” and “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or Amendment and the transactions contemplated hereby shall be deemed to include “Electronic Signatures Signatures” (defined as an electronic sound, symbol, or execution in process attached to, or associated with, a contract or other record adopted by a person with the form of an Electronic Recordintent to sign, and authenticate or accept such contract formations on electronic platforms approved by the Administrative Agentor record), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereofits prior written consent. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerLoan Parties, electronic images of this Agreement Amendment or any other Credit Facility Document Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement. (b) Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in electronic signatures, the form electronic association of an Electronic Record, signatures and contract formations records on electronic platforms approved by the Administrative Agentplatforms, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature Act or execution in the form of an Electronic Record shall be valid Uniform Commercial Code, each as amended, and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein hereby waive any objection to the contrary, the provided that (x) nothing herein shall require Administrative Agent is under no obligation to accept an Electronic Signature electronic signature counterparts in any form or in any format unless expressly agreed to by the and (y) Administrative Agent pursuant reserves the right to procedures approved by it; provided that without limiting the foregoingrequire, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from at any party heretotime and at its sole discretion, the Administrative Agent delivery of manually executed counterpart signature pages to any Loan Document and the parties hereto agree to promptly deliver such manually executed counterpart signature pages. This Agreement and the other parties hereto shall be entitled Loan Documents, and any separate letter agreements with respect to rely on fees payable to Administrative Agent, any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent Joint Lead Arranger or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting constitute the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation entire contract among the Administrative Agentparties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretosubject matter hereof.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission but one contract, and shall be become effective as delivery of a manually executed counterpart of this Agreement. (b) provided in Section 9.03. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the The authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this AgreementAgreement signed by all the parties shall be lodged with the Company and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Documents and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Documents and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Documents or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Documents and/or any Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include an electronic symbol or process attached to a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (each an “Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignature”, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by without its prior written consent. Without limiting the Administrative Agent pursuant to procedures approved by it; provided that without limiting generality of the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Company or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Company and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Company and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Documents and/or any Ancillary Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Documents and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility this Agreement, any other Loan Documents and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Company and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender Party agrees that any Electronic Signature on or associated with this Amendment shall be valid and binding on itself and each of the other parties hereto such Person to the same extent as a manual, original signature, and that this Amendment 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. This Amendment 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 instrument. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper Amendment which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Amendment converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Lender Parties may, at its option, create one or more copies of any counterpart to this Amendment 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. This executed Amendment 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent Agent, L/C Issuer nor Swingline Lender is under no any obligation to accept 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 that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent Agent, any L/C Issuer and/or Swingline Lender has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party and/or any Lender Party without further verification and (iib) upon the request of the Administrative Agent or any LenderLender Party, any Electronic Signature shall be promptly followed by an original such manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretocounterpart.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts any number of counterparts, each of which when so executed and when signed by delivered shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement Amendment by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Amendment. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or Amendment and the transactions contemplated hereby shall be deemed to include “Electronic Signatures Signatures” (defined as an electronic sound, symbol, or execution in process attached to, or associated with, a contract or other record adopted by a person with the form of an Electronic Recordintent to sign, and authenticate or accept such contract formations on electronic platforms approved by the Administrative Agentor record), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereofits prior written consent. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerLoan Parties, electronic images of this Agreement Amendment or any other Credit Facility Document Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower, each party hereto Loan Party, and in the case of clause (i), the Administrative Agent and the Lenders hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which when taken together shall constitute a single binding agreementbut one contract, and shall become effective as provided in Section 10.03. Delivery of an executed counterpart of a signature page of this Agreement by fax fax, emailed pdf. or any other electronic transmission means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” ”, and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agentsignatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual; provided, original signature. For the avoidance of doubtthat, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, the Administrative Agent is shall not be under no any obligation to agree to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto the Borrower hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate multiple counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. but one (1) contract, and shall become effective as provided in Section 9.03. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax facsimile, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document, any assignment, and/or any Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Lender Party for any losses, claims, damages, liabilities or costs or related expenses arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims, damages, liabilities or costs or related expenses arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement and any waiver or amendment hereto may be executed in one or more duplicate counterparts and by the parties hereto in separate counterparts, each of which when signed by so executed and delivered shall be an original, but all of which shall together constitute one and the parties listed below shall constitute a single binding agreement. same instrument. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎Section 12.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, ; provided that nothing herein shall require the Agent to the extent and as provided for in any Applicable Law, including the Federal accept Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower Agent or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower Agent and each party hereto Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower Agent and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreement. one and the same instrument. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ic) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (iid) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto the Borrower hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreementbut one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart of a signature page of to this Agreement by fax facsimile transmission (or other electronic transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this signed original. This Agreement, any Loan Document and any other Credit Facility Document or any documentCommunication, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Borrowers, each of the Guarantors and each of the Administrative Agent and each Lender Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto 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 by the parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Administrative 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent Agent, Issuing Banks nor Swingline Lender is under no any obligation to accept 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 that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent Agent, Issuing Bank and/or Swingline Lender has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of and of the executing party Borrowers, Guarantors and/or any Lender Party without further verification and (iib) upon the request of the Administrative Agent or any LenderLender Party, any Electronic Signature shall be promptly followed by an original such manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoingFor purposes hereof, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders “Electronic Record” and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (B) waives any argument, defense or right it may be amended from time to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretotime.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and by different parties hereto in separate counterparts, each of which when signed by so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of the parties listed below which taken together shall constitute a single binding one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerBorrowers, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (ai) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by fax facsimile transmission or other electronic transmission PDF shall be effective as delivery of a manually executed counterpart of this AgreementAgreement or such other document or instrument, as applicable. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower Representative and the Administrative Agent. (bii) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, notices, waivers and consents) shall be deemed to include Electronic Signatures or execution in electronic signatures, the form electronic matching of an Electronic Record, assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, contrary the Administrative Agent is under no obligation to agree to accept an Electronic Signature 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, (i) it or pursuant to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement Records Act or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents similar state laws based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretoUniform Electronic Transactions Act.

Counterparts; Electronic Execution. (a) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreementsuch fully-executed counterpart. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 11.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed without its prior written consent (not to by the Administrative Agent be unreasonably withheld, conditioned or delayed) and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Agent/Lender Entity for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. Nothing contained in this Section shall limit the provisions of Section 10.4.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and when the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all of the parties listed below shall constitute a single binding agreement. be lodged with the Borrower and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of this Agreement by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) . The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (each an “Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignature”), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereofits prior written consent. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerLoan Parties, electronic images of this Agreement or any other Credit Facility Document Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by fax facsimile transmission or other electronic transmission PDF shall be effective as delivery of a manually executed counterpart of this AgreementAgreement or such other document or instrument, as applicable. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower Representative and the Administrative Agent. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swingline Notes, waivers or consents) shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding notwithstanding anything contained herein to the contrary, contrary the Administrative Agent is under no obligation to agree to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts any number of counterparts, each of which when so executed and when signed by delivered shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement Amendment by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Amendment. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization document to be signed or delivered in connection with this Agreement or any other Credit Facility Document or Amendment and the transactions contemplated hereby shall be deemed to include “Electronic Signatures Signatures” (defined as an electronic sound, symbol, or execution in process attached to, or associated with, a contract or other record adopted by a person with the form of an Electronic Recordintent to sign, and authenticate or accept such contract formations on electronic platforms approved by the Administrative Agentor record), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature 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, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereofits prior written consent. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerLoan Parties, electronic images of this Agreement Amendment or any other Credit Facility Document Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, reportrequest, statement, disclosure, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Borrower agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto Borrower 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 Borrower enforceable against such 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 by the parties Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Agent and each of the Lenders 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 the 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original such manually executed counterpart thereofbut the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of any Communication. Without limiting the generality of the foregoingThe foregoing shall apply to each other Loan Document mutatis mutandis. For purposes hereof, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders “Electronic Record” and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (B) waives any argument, defense or right it may be amended from time to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.time. 126471205_8

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, Record and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall may 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 using 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 ActSignatures. Each party hereto agrees that any Electronic Signature on or execution in the form of an Electronic Record associated with this Amendment shall be valid and binding on itself and each of the other parties hereto such Person to the same extent as a manual, original signature, and that this Amendment, to the extent 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. This Amendment 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. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper signature page which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper signature page converted into another format, for transmission, delivery and/or retention. The Agent and each of the Loan Parties may, at its option, create one or more copies of this Amendment 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. This Amendment, if provided 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent Agent, nor any L/C Issuer nor Swing Line Lender is under no any obligation to accept 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 that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent Agent, any L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification and regardless of the appearance or form of such Electronic Signature, and (iib) upon the request of the Administrative Agent or any LenderLoan Party, any signature page hereto executed using an Electronic Signature shall be promptly followed by an original a manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretocounterpart.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts and when signed by counterparts, each of which shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement Amendment that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Amendment. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby Amendment shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to ; provided that (a) the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself Administrative Agent and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto Banks shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of each of Trane Parent and the executing party Borrowers without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (iib) upon the request of the Administrative Agent or any LenderBank, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each of Trane Parent and the Borrowers party hereto hereby (Ai) agrees that, that for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders ▇▇▇▇▇ and the BorrowerBorrowers, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement Amendment shall have the the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Amendment in the form of an imaged electronic record in any other Credit Facility Document format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (in each case, including with respect to any signature pages thereto) and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as any a paper originalrecord), and (Biii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Amendment based solely on the lack of paper original copies of any Credit Facility Documentsthis Amendment, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of Trane Parent or any Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in by one or more duplicate of the parties to this Amendment on any number of separate counterparts (including by email or telecopy), and when all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all of the parties listed below shall constitute a single binding agreementbe lodged with IBM and the Administrative Agent. Delivery of an executed counterpart of a signature page of (x) this Agreement by fax Amendment that is an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (an “Electronic Signature”) transmitted by telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Amendment. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby Amendment shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for that nothing in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record this Amendment shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party IBM without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto IBM hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerIBM, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) Amendment shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Amendment in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Amendment based solely on the lack of paper original copies of any Credit Facility Documentsthis Amendment, including with respect to any signature pages theretothereto and (iv) waives any claim against any indemnified person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any indemnified liabilities arising as a result of the failure of IBM to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, reportrequest, statement, disclosure, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. ▇▇▇▇▇▇▇▇ agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto Borrower 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 Borrower enforceable against such 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 by the parties Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Agent and each of the Lenders 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 the 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement by fax email or facsimile transmission, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower, each party hereto Loan Party, and in the case of clause (i), the Administrative Agent and the Lenders hereby 80 (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts and when signed by all of the parties listed below together shall constitute a single binding agreementbut one and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.1), certificate, request, statement, disclosure, Assignment Agreement, or authorization related to this Agreement, any other Credit Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Credit Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, ; provided that nothing herein shall require any Agent to the extent and as provided for in any Applicable Law, including the Federal accept Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative an Agent has agreed to accept any Electronic Signature, such Electronic Signature from any party hereto, the Administrative Agent and each of the other parties hereto Agents and Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Borrower or any other Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative any Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto Borrower and each other Credit Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative AgentAgents, the Lenders and Lenders, Borrowers and/or the Borrowerother Credit Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) each Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Credit Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Credit Facility Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Credit Facility DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Agent, any Lender, any Affiliate of any Agent or any Lender and any officer, partner, member, director, trustee, advisor, employee, agent, or sub-agent of any of the foregoing for any Liabilities arising solely from such Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of any Borrower and/or any other Credit Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this AgreementAgreement signed by all the parties shall be lodged with Cedar Fair LP and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered hereunder), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders and Issuing Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Borrower or other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender or Issuing Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrowers and each party hereto other Loan Party hereby (A) agrees agree that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Issuing Lenders, the Borrowers and the Borrowerother Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Administrative Agent and each of the Lenders and Issuing Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s or Issuing Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of any Borrower or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission but one contract, and shall be become effective as delivery of a manually executed counterpart of this Agreement. (b) provided in Section 9.03. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the The authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCreditLoan Parties, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by counterparts, each of which shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎Section 10.02(a)), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Obligor without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto Obligor hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lender and the BorrowerObligors, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Lender or its Related Party for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands, damages, or liabilities of any kind arising as a result of the failure of any Obligor to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, reportrequest, statement, disclosure, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto Loan Parties 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 each of the Loan Parties enforceable against such 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 by the parties Administrative Agent and each of the Secured Parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Secured 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 the 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original such manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoingFor purposes hereof, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders “Electronic Record” and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (B) waives any argument, defense or right it may be amended from time to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretotime.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. contract, and shall become effective as provided in Section 9.03. (b) Delivery of an executed counterpart of a signature page of (i) this Agreement Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax fax, emailed .pdf or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that further, without limiting the foregoing, (iA) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, each of the Issuing Banks and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative AgentHoldings, the Lenders and the Borrower, electronic images of this Agreement Borrower or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.Loan Party without IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" "" IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" "" ""

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.165

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission, i.e. a “pdf’ or a “tif’), and when all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all of the parties listed below shall constitute a single binding agreement. be lodged with the Borrower and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 13.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Credit Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Credit Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” ”, and words of like import in or related relating to this Agreement, any other Credit Facility Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Credit Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerCredit Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Credit Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Credit Facility Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Credit Facility DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Indemnitee for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the Borrower and/or any Credit Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and the Administrative Agent, each 2024 Term B Lender agrees that any Electronic Signature associated with this Amendment shall be valid and binding on itself and each of the other parties hereto such Person to the same extent as a manual, original signature, and that this Amendment 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 hereof to the same extent as if manually executed original signature was delivered. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent such Person pursuant to procedures approved by it; provided that provided, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and the other parties hereto 2024 Term B Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lenderand the 2024 Term B Lenders, any Electronic Signature shall be promptly followed by an a manually executed, original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretocounterpart.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and by the different parties hereto on separate counterparts, each of which when signed by so executed and delivered shall be an original, but all of which shall together constitute one and the parties listed below shall constitute a single binding agreementsame instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.191 150546217_8170136845_8

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate of the parties to this Agreement on any number of separate counterparts, and all of said counterparts DocID \\DC - 036150/000014 - 15261895 v6 taken together shall be deemed to constitute one and when the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all of the parties listed below shall constitute a single binding agreement. be lodged with the Parent Borrower and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Parent Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Parent Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Parent Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender and such Lender’s Affiliates and the respective directors, officers, employees, agents and advisors of such Lender and such Lender’s Affiliates for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Parent Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. contract, and shall become effective as provided in Section 9.03. (b) Delivery of an executed counterpart of a signature page of (i) this Agreement Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax fax, emailed .pdf or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that further, without limiting the foregoing, (iA) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, each of the Issuing Banks and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Holdings, the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (iiB) upon the request of the Administrative Agent Agent, any Issuing Bank or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto of Holdings and the Borrower, on behalf of itself and each other Loan Party, hereby (Ax) agrees that, that for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Issuing Banks, the Lenders, Holdings, the Borrower and the Borrowerother Loan Parties, Electronic Signatures transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (y) agrees that the Administrative Agent, each of the Issuing Banks and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto.thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Issuing Bank’s or Lender’s reliance on or use of Electronic Signatures and/or transmissions by fac, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of Holdings, the Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 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Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by any number of counterparts, each of which shall be an original, but all of the parties listed below which together shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreementone instrument. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Note Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Note Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentRequired Holders, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent no holder of Notes is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent Required Holders pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has Required Holders have agreed to accept such Electronic Signature from any party hereto, the Administrative Agent holder of Notes and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lenderholder of Notes, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders holder of Notes and the BorrowerCompany, electronic images of this Agreement or any other Credit Facility Note Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Note Documents based solely on the lack of paper original copies of any Credit Facility Note Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement and each other Loan Document may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original, but all of the parties listed below which when taken together shall constitute a single binding agreementcontract. Delivery of an executed counterpart of a signature page of this Agreement Agreement, any other Loan Document and/or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎§22), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” ”, and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, that, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Banks shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (iib) upon the request of the Administrative Agent or any LenderBank, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Banks and the Borrowerany Loan Party, Electronic Signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged Electronic Record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such Electronic Records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against the Administrative Agent, any Bank or any of their Related Parties for any Liabilities arising solely from the Administrative Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original but all of the parties listed below which when taken together shall constitute a single binding agreementcontract, and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. Delivery of an executed counterpart of a signature page of this Agreement and/or any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Agreement or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, Agreement and/or any other Credit Facility Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, ; provided that nothing herein shall require the Collateral Agent to the extent and as provided for in any Applicable Law, including the Federal accept Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Collateral Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Collateral Agent, the Trustee and each of the other parties hereto Holders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Grantor without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent Collateral Agent, the Trustee or any LenderHolder, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretocounterpart.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and by the different parties hereto on separate counterparts, each of which when signed by so executed and delivered shall be an original, but all of which shall together constitute one and the parties listed below shall constitute a single binding agreementsame instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one or more duplicate counterparts and when signed by all the same instrument and any of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of hereto may execute this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) signing any such counterpart. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerLoan Parties, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement and each other Loan Document may be executed in one or more duplicate counterparts and when signed by counterparts, each of which shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, reportrequest, statement, disclosure, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto Loan Parties 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 each of the Loan Parties enforceable against such 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 by the parties Administrative Agent and each of the Secured Parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Secured 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 the 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original such manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoingFor purposes hereof, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders “Electronic Record” and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (B) waives any argument, defense or right it may be amended from time to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.time

Counterparts; Electronic Execution. (a) This Agreement First Amendment may be executed in one or more duplicate any number of counterparts and by different parties hereto on separate counterparts, each of which when signed by so executed and delivered shall be an original, but all of which shall together constitute one and the parties listed below shall constitute a single binding agreementsame instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document First Amendment or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document First Amendment or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one two or more duplicate counterparts and when signed by counterparts, each of which shall constitute an original but all of the parties listed below which when taken together shall constitute a single binding agreement. but one contract, and shall become effective as provided in Section 10.03. (b) Delivery of an executed counterpart of a signature page (including any Electronic Signature) of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, noticenotice (including any notice delivered pursuant to Section 10.01), certificate, reportrequest, statement, disclosure, disclosure or authorization related to be signed or delivered in connection with this Agreement or Agreement, any other Credit Facility Loan Document or and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) by emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof or thereof. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent or the Borrower has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, the Borrower and the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent Agent, the Borrower or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party of the parties hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, Electronic Signatures transmitted by emailed ..pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) agrees that each of the Administrative Agent, the Borrower and the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any the Administrative Agent, the Arranger, any Lender, the Borrower or any Related Party of any of the foregoing for any losses, claims, demands, damages, penalties, liabilities and expenses of any kind, on any theory of liability, arising solely from the Administrative Agent’s, any Lender’s or the Borrower’s reliance on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims, demands, damages, penalties, liabilities and expenses of any kind, on any theory of liability, arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one or more duplicate counterparts agreement, and when signed by all any of the parties listed below hereto may execute this Agreement by signing any such counterpart. This Agreement shall constitute a single binding agreementbe effective when it has been executed by each Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by telephone, that it has taken such action. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile or other in electronic transmission (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. (b) . The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one or more duplicate counterparts agreement, and when signed by all any of the parties listed below hereto may execute this Agreement by signing any such counterpart. This Agreement shall constitute a single binding agreementbe effective when it has been executed by each Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative Agent by telephone, that it has taken such action. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile or other in electronic transmission (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. (b) . The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any 130 other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original but all of the parties listed below which, when taken together, shall constitute a single binding agreement. contract, and shall become effective as provided in Section 9.03. (b) Delivery of an executed counterpart of a signature page of (i) this Agreement Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax fax, emailed .pdf or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that further, without limiting the foregoing, , (iA) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, each of the Issuing Banks and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Holdings, the executing party Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (iiB) upon the request of the Administrative Agent Agent, any Issuing Bank or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto of Holdings and the Borrower, on behalf of itself and each other Loan Party, hereby (Ax) agrees that, that for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Issuing Banks, the Lenders, Holdings, the Borrower and the Borrowerother Loan Parties, Electronic Signatures transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (y) agrees that the Administrative Agent, each of the Issuing Banks and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Issuing Bank’s or Lender’s reliance on or use of Electronic Signatures and/or transmissions by fac, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of Holdings, the Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and by different parties hereto in separate counterparts, each of which when signed by so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of the parties listed below which taken together shall constitute a single binding one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,, ” “execution,, ” “signed,, ” “signature,, ” “deliverydelivery ” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerBorrowers, electronic images of this Agreement or any other Credit Facility Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Loan Documents based solely on the lack of paper original copies of any Credit Facility Loan Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate counterparts and when signed by all of the parties listed below to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this AgreementAgreement signed by all the parties shall be lodged with the Company and the Administrative Agent. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Documents and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Documents and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by be telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Documents or such Ancillary, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Documents and/or any Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include an electronic symbol or process attached to a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (each an “Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignature”, deliveries or the keeping of records in electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by without its prior written consent. Without limiting the Administrative Agent pursuant to procedures approved by it; provided that without limiting generality of the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Company or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, the Borrower and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrower and the BorrowerLoan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Documents and/or any Ancillary Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Documents and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility this Agreement, any other Loan Documents and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by counterparts, each of which shall be deemed an original, but all of the parties listed below which together shall constitute a single binding agreementone and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement or any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax facsimile, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Agreement or such Ancillary Document, as applicable. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, Agreement and/or any other Credit Facility Ancillary Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, ; provided that nothing herein shall require Senior Creditor to the extent and as provided for in any Applicable Law, including the Federal accept Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent Senior Creditor has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and the other parties hereto Senior Creditor shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party Subordinated Creditor or any Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (iib) upon the request of the Administrative Agent or any LenderSenior Creditor, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, Subordinated Creditor and each party hereto Loan Party hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among any of the Administrative Agentparties hereto, the Lenders and the BorrowerElectronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or and/or any other Credit Facility Ancillary Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, (ii) Senior Creditor may, at its option, create one or more copies of this Agreement and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of its business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement and/or such Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against Senior Creditor or any Related Party of Senior Creditor for any losses, claims (including intraparty claims), demands, damages or liabilities of any kind arising solely from Senior Creditor’s reliance on or use of Electronic Signatures and/or transmission by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any such liabilities arising as a result of the failure of Subordinated Creditor or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original, but all of the parties listed below which when taken together shall constitute a single binding agreement. contract. (b) Delivery of an executed counterpart of a signature page of (x) this Agreement Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 11.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by fax emailed .pdf or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “execution,” ”, “signed,” ”, “signature,” ”, “delivery” and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent Agent, the Lenders and the other parties hereto L/C Issuers shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any LenderAgent, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto the Borrower hereby (A) agrees that, for all purposes, including including, without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the L/C Issuers and the BorrowerLoan Parties, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) agrees that each of the Administrative Agent, the Lenders and L/C Issuers may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against the Administrative Agent, any Lender, any L/C Issuer and any Related Party of any of the foregoing Persons for any Liabilities arising solely from such Person’s reliance on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts (and when signed by different parties hereto on different counterparts), each of which shall constitute an original, but all of the parties listed below which when taken together shall constitute a single binding agreementcontract. Delivery of an executed counterpart of a signature page of this Agreement Amendment that is an Electronic Signature transmitted by fax telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Amendment. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record nothing herein shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees thatthat Electronic Signatures transmitted by telecopy, for all purposes, including without limitation, in connection with emailed pdf. or any workout, restructuring, enforcement other electronic means that reproduces an image of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, an actual executed signature page and/or any electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) Amendment shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement ABL Guaranty may be executed in one or more duplicate counterparts (and when signed by all of the different parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations hereto on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic formdifferent counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This ABL Guaranty may be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be valid considered an original, and binding on itself and each of the other parties hereto to shall have the same extent legal effect, validity and enforceability as a manualpaper record. This ABL Guaranty may be executed in as many counterparts as necessary or convenient, original signatureincluding both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties Administrative Agent of a manually signed paper communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one or more copies of this ABL Guaranty in the form of an imaged Electronic Record (an “Electronic Copy”), which shall be deemed created in the ordinary course of the Administrative Agent’s business, and destroy the original paper document. This ABL Guaranty 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party without further verification so long as it reasonably believes such Electronic Signature is genuine and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an a manually executed, original manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing#94589995v4 For purposes hereof, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders “Electronic Record” and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (B) waives any argument, defense or right it may be amended from time to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretotime.

Counterparts; Electronic Execution. (a) This Agreement may be executed in by one or more duplicate of the parties to this Agreement on any number of separate counterparts (including by email or telecopy), and when all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all of the parties listed below shall constitute a single binding agreementbe lodged with IBM and the Administrative Agent. Delivery of an executed counterpart of a signature page of (x) this Agreement by fax that is an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record (an “Electronic Signature”) transmitted by telecopy, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) . The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as ; provided for that nothing in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record this Agreement shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, require the Administrative Agent is under no obligation to accept an Electronic Signature Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto Borrower hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the BorrowerBorrowers, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (Band all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, including with respect to any signature pages theretothereto and (iv) waives any claim against any indemnified person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any indemnified liabilities arising as a result of the failure of the any Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and by the different parties hereto on separate counterparts, each of which when signed so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all of the parties listed below hereto shall constitute a single binding agreementbe lodged with the Borrowers and the Administrative Agent. Delivery of an executed counterpart of a signature page of this Agreement by fax facsimile or other in electronic transmission (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Agreement The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (Ai) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the BorrowerCredit Parties, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (Bii) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages thereto.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and by different parties on separate counterparts, each of which, when signed by executed and delivered, shall be deemed to be an original, and all of the parties listed below which, when taken together, shall constitute a single binding agreementbut one and the same Agreement. Delivery of an executed counterpart of a signature page of (i) this Agreement Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 11), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an "Ancillary Document") that is an Electronic Signature transmitted by fax facsimile, emailed pdf. or any other electronic transmission means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. (b) , such other Loan Document or such Ancillary Document, as applicable. The words “execute,” “"execution,” “" "signed,” “" "signature,” “" "delivery” ," and words of like import in or related relating to this Agreement, any other Credit Facility Loan Document or and/or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Ancillary Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative AgentSignatures, deliveries or the keeping of records in any electronic formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, ; provided that nothing herein shall require Agent to the extent and as provided for in any Applicable Law, including the Federal accept Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided that provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such any Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original a manually executed counterpart thereofcounterpart. Without limiting the generality of the foregoing, each party hereto Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders Lenders, the Borrowers and the BorrowerLoan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Credit Facility Loan Document (in each case, including with respect to and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (B) Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person's business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of any Credit Facility Documentsthis Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (D) waives any claim against any Indemnified Person for any liabilities arising solely from Agent's and/or any Lender's reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any Loan Document and10.10 any other Credit Facility Document or any documentCommunication, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization including Communications required to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall writing, may be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and each of the Administrative Agent and each Lender (collectively, each a “Lender Party”) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on itself and each of the other parties hereto 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 by the parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. The Administrative 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 and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent Agent, is not under no any obligation to accept 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 that provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and each of the other parties hereto Lender Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party any Loan Party and/or any Lender Party without further verification and (iib) upon the request of the Administrative Agent or any LenderLender Party, any Electronic Signature shall be promptly followed by an original such manually executed counterpart thereofcounterpart. Without limiting For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the generality meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of the foregoingany Loan Document or any other agreement, each party hereto hereby instrument or document (A) agrees thatincluding, for all purposes, including without limitationthe avoidance of doubt, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, the Lenders emailed .pdf or any other electronic means). The Administrative Agent shall be entitled to rely on, and the Borrower, electronic images shall incur no liability under or in respect of this Agreement or any other Credit Facility Loan 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 Loan Documents for being the maker thereof). Each of the Loan Parties and each case, including with respect to any signature pages theretoLender Party hereby waives (i) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the legal effect, validity or enforceability of the Credit Facility Documents this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any Credit Facility Documentsclaim against the Administrative Agent and each Lender Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, -169- including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. Severability. Any provision of this Agreement that is prohibited or10.11 unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Integration. This Agreement, the Engagement Letter, the Amendment No. 110.12 Engagement Letter, the Amendment No. 2 Engagement Letter, the Amendment No. 3 Engagement Letter, the Amendment No. 4 Engagement Letter, the other Loan Documents and any separate letter agreements with respect to fees payable to the Joint Lead Arrangers, the Joint Bookrunners, the Amendment No. 1 Lead Arrangers and Bookrunners, the Amendment No. 2 Lead Arrangers and Bookrunners, the Amendment No. 3 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners, the Amendment No. 4 Lead Arrangers and Bookrunners, Amendment No. 8 Lead Arranger and Bookrunner and the Administrative Agent represent the entire agreement of Holdings, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any signature pages Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. Governing Law. THIS AGREEMENT AND THE RIGHTS AND10.13 OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and10.14 unconditionally: submits for itself and its property in any legal action or proceeding relating to(a) this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof, to the extent such courts would have subject matter jurisdiction with respect thereto., and agrees that notwithstanding the foregoing (x) a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (y) legal actions or proceedings brought by the Secured Parties in connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; consents that any such action or proceeding may be brought in such courts and(b) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court and waives any right to claim that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; agrees that service of process in any such action or proceeding may be effected(c) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; -170-

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and the Administrative Agent, each 2025 Refinancing Term B Lender agrees that any Electronic Signature associated with this Amendment shall be valid and binding on itself and each of the other parties hereto such Person to the same extent as a manual, original signature, and that this Amendment 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 hereof to the same extent as if manually executed original signature was delivered. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent such Person pursuant to procedures approved by it; provided that provided, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent and the other parties hereto 2025 Refinancing Term B Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent or any Lenderand the 2025 Refinancing Term B Lenders, any Electronic Signature shall be promptly followed by an a manually executed, original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretocounterpart.

Counterparts; Electronic Execution. (a) This Agreement Amendment may be executed in one or more duplicate counterparts and when signed by all of the parties listed below shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and the Administrative Agent, each Existing Lender, each 2024 Delayed Draw Term Lender and each 2024 Incremental Revolving Lender agrees that any Electronic Signature associated with this Amendment shall be valid and binding on itself and each of the other parties hereto such Person to the same extent as a manual, original signature, and that this Amendment 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 hereof to the same extent as if manually executed original signature was delivered. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent such Person pursuant to procedures approved by it; provided that provided, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party heretoSignature, the Administrative Agent Agent, the Existing Lenders, the 2024 Delayed Draw Term Lenders and the other parties hereto 2024 Incremental Revolving Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (iib) upon the request of the Administrative Agent Agent, the Existing Lenders, the 2024 Delayed Draw Term Lenders or any Lenderthe 2024 Incremental Revolving Lenders, any Electronic Signature shall be promptly followed by an a manually executed, original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Credit Facility Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretocounterpart.

Counterparts; Electronic Execution. (a) This Agreement may be executed in one or more duplicate any number of counterparts and when signed by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by facsimile or electronic transmission (including PDF) of the parties listed below any executed signature page to this Agreement or any other Loan Document shall constitute a single binding agreement. Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. (b) such signature page. The words “delivery,” “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Credit Facility Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered other document executed in connection with this Agreement or any other Credit Facility Document or the transactions contemplated hereby herewith shall be deemed to include Electronic Signatures or execution in electronic signatures, the form electronic matching of an Electronic Record, assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Lawapplicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees ; provided that notwithstanding anything contained herein to the contrary, the Agent is under no obligation to agree to accept electronic signatures in any Electronic Signature form or execution in any format unless expressly agreed to by the form Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, upon the reasonable request of an Electronic Record the Agent, any electronic signature shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signaturepromptly followed by such manually executed counterpart. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties Agent and each Lender of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”) which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to The Borrower hereby acknowledges the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative receipt of a copy of this Agreement and all other Loan Documents. The Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or each Lender may, on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, create a microfilm or optical disk or other electronic images image of this Agreement and any or any all of the other Credit Facility Document Loan Documents. The Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then (in each caseother than the Irish Collateral Documents) destroy the paper original as part of the Agent’s and the Lender’s normal business practices, including with respect the electronic image deemed to any signature pages thereto) shall have be an original and of the same legal effect, validity and enforceability as any the paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Credit Facility Documents based solely on the lack of paper original copies of any Credit Facility Documents, including with respect to any signature pages theretooriginals.