Common use of Electronic Systems Clause in Contracts

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE(i) Each Lender Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.” THE AGENT PARTIES (AS DEFINED BELOWii) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS Any Electronic System used by the Administrative Agent is provided "as is" and "as available". The Agent Parties (AS DEFINED BELOWas defined below) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “"Agent Parties”") have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s 's or the Administrative Agent’s 's transmission of Communications Borrower Materials through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “"Communications” " means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Lender Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided “AS ISas is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer Issuing Bank or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the any Borrower, any Lender, the L/C Issuer Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES If the Client or a customer of the Client sends Orders and/or effects Transactions with or through CIL through any Electronic Systems then, in addition to all other provisions of this Agreement, Client represents, warrants, acknowledges and/or agrees to the following: (AS DEFINED BELOWa) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMAccess to Electronic Systems may be limited, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDunavailable or interrupted at any time, EXPRESSincluding but not limited to, IMPLIED OR STATUTORYduring periods of peak demand, INCLUDING ANY WARRANTY OF MERCHANTABILITYmarket volatility, FITNESS FOR A PARTICULAR PURPOSEsystem upgrades and maintenance during any other events impacting the Client, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEM. In no event shall the Administrative Agent CIL or any Third-Party Provider of systems or services necessary for the Electronic Systems to be available. If Electronic Systems are unavailable for any reason, the Client agrees to use alternative means to contact CIL. CIL and any Third-Party Provider will have no liability whatsoever, and the Client will not attempt to hold CIL or any Third-Party Provider liable, for any unavailability, interruption, disruption, or delay in Electronic Systems, regardless of the reason or duration for such disruption or delay. (b) The Client shall be solely responsible for all aspects of its Related Parties use of Electronic Systems including, but not limited to, administering all of its user authorisations, capturing, and maintaining any record keeping relating to such use, storing any data file backups and procuring and maintaining any hardware, software and other equipment used in connection therewith. (collectivelyc) The Client shall comply with any and all conditions or limitations imposed on its Transactions, as communicated by CIL from time to time, including, without limitation, the “Agent Parties”matters enumerated in Section 6 of this Agreement. (d) have The Client will not transmit, attempt to transmit or conduct any liability to Order through the Borrower, any Lender, the L/C Issuer Electronic Systems constituting a short sale or any other Person Order in any security deemed to be “restricted” under Applicable Law unless such Order is compliant with Applicable Law. (e) The Client will be responsible for lossesinputting and transmitting its and its customers’ Orders correctly and accurately. The Client will not attempt to hold CIL, claims, damages, liabilities CIL’s Affiliated Companies or expenses of any kind (whether in tort, contract Third-Party Provider liable for any damages or otherwise) losses arising out of or relating to any inaccuracies, duplications, or errors in any such Orders or resulting Transactions. Unless and until the Borrower’s delivery of an Acknowledgement to the Client, Order information transmitted through Electronic Systems shall not be deemed an Accepted Order. (f) CIL strongly recommends that the Client uses one or more encrypted communication services for the Administrative Agent’s transmission of Communications through any sensitive information to CIL. Neither CIL nor any Third-Party Provider accepts responsibility or liability for unauthorised access to, or any loss, misuse or alteration of information transmitted to or from the InternetClient. (g) All hardware and software employed by CIL in connection with the provision of the Electronic Systems, except are owned, leased, or licensed by CIL. The Client acknowledges that CIL is granting the Client a revocable license to use the Electronic Systems for the sole purpose of transmitting Order information and effecting Transactions. CIL reserves the right, at any time and with or without cause or prior notice, to limit, block or stop the Client’s use of the materials and Electronic Systems. The Client agrees not to, directly or indirectly copy, reproduce, remanufacture, distribute, sublicense, translate, convert, modify, reverse engineer, decompile, disassemble or in any way duplicate all or any part of the materials. (h) The Client agrees that that it does not wish to receive information relating to the extent placing and receipt of Orders set out in articles 10(1) and (2) and 11(1) and (2) of the Electronic Commerce Directive. (i) The Client will be solely responsible for ensuring that such lossesaccess to its systems that enable routing of Orders to CIL is strictly controlled and CIL takes no responsibility for unauthorised access to Client’s systems. The Client shall remain wholly responsible for any Order and Transaction which CIL, claimsin its sole discretion, damages, liabilities or expenses are determined reasonably believes has been originated by a court the Client. (j) The Client agrees to properly supervise all of competent jurisdiction by a final and nonappealable judgment to have resulted from its users of the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party Electronic Systems pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic SystemApplicable Law.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Bank by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) THE APPROVED ELECTRONIC SYSTEM IS PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ”. THE AGENT APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC SYSTEM, PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC SYSTEMPLATFORM. In no event shall the Administrative Agent or any of its Related Parties IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (collectivelyCOLLECTIVELY, the “Agent PartiesAPPLICABLE PARTIES”) have any liability to the BorrowerHAVE ANY LIABILITY TO ANY LOAN PARTY, any LenderANY LENDER, the L/C Issuer or any other Person for lossesANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, claimsINCLUDING DIRECT OR INDIRECT, damagesSPECIAL, liabilities or expenses of any kind INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (whether in tortWHETHER IN TORT, contract or otherwiseCONTRACT OR OTHERWISE) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic SystemARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE(i) Each Lender Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.” THE AGENT PARTIES (AS DEFINED BELOWii) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS Any Electronic System used by the Administrative Agent is provided "as is" and "as available". The Agent Parties (AS DEFINED BELOWas defined below) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “"Agent Parties”") have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s 's or the Administrative Agent’s 's transmission of Communications Borrower Materials through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “"Communications” " means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Lender Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.. SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT - Page 66

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided “AS ISas is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internetan Electronic System, except with respect to actual or direct damages to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the willful misconduct or gross negligence or willful misconduct of such any Agent Party; providedprovided that any Communication to any Lenders, howeverprospective Lenders, that in no event shall any Agent Party have any liability Participants or prospective Participants or, to the Borrowerextent such disclosure is otherwise permitted, any Lender, the L/C Issuer or to any other Person for indirectthrough an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Company), special, incidental, consequential which shall in any event require “click through” or punitive damages (as opposed other affirmative actions on the part of the recipient to direct or actual damages)access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, Agent or any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Revolving Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) THE APPROVED ELECTRONIC SYSTEM IS PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ”. THE AGENT APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE APPROVED ELECTRONIC SYSTEM, PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC SYSTEMPLATFORM. In no event shall the Administrative Agent or any of its Related Parties IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (collectivelyCOLLECTIVELY, the THE “Agent PartiesAPPLICABLE PARTIES”) have any liability to the BorrowerHAVE ANY LIABILITY TO THE BORROWER, any LenderANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, the L/C Issuer or any other Person for lossesINCLUDING DIRECT OR INDIRECT, claimsSPECIAL, damagesINCIDENTAL OR CONSEQUENTIAL DAMAGES, liabilities or expenses of any kind LOSSES OR EXPENSES (whether in tortWHETHER IN TORT, contract or otherwiseCONTRACT OR OTHERWISE) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the InternetARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic SystemEXCEPT TO THE EXTENT THEY ARE FOUND BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSONS’ WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) Each Lender Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided “AS ISas is” AND and “AS AVAILABLE.” THE AGENT PARTIES as available”. The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications Borrower Materials through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Lender Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided “AS ISas is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer any Issuing Bank or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internet, an Electronic System except with respect to actual or direct damages to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the willful misconduct or gross negligence or willful misconduct of such any Agent Party; providedprovided that any Communication to any Lenders, howeverprospective Lenders, that in no event shall any Agent Party have any liability Participants or prospective Participants or, to the Borrowerextent such disclosure is otherwise permitted, any Lender, the L/C Issuer or to any other Person for indirectthrough an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Borrower), special, incidental, consequential which shall in any event require “click through” or punitive damages (as opposed other affirmative actions on the part of the recipient to direct or actual damages)access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided “AS ISas is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMexcept as otherwise expressly provided in this Section 9.01(d)(ii)). No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer any Issuing Bank or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internet, an Electronic System except with respect to actual or direct damages to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the willful misconduct or gross negligence or willful misconduct of such any Agent Party; providedprovided that any Communication to any Lenders, howeverprospective Lenders, that in no event shall any Agent Party have any liability Participants or prospective Participants or, to the Borrowerextent such disclosure is otherwise permitted, any Lender, the L/C Issuer or to any other Person for indirectthrough an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Company), special, incidental, consequential which shall in any event require “click through” or punitive damages (as opposed other affirmative actions on the part of the recipient to direct or actual damages)access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.any Issuing