Common use of Document Imaging; Telecopy and PDF Signatures; Electronic Signatures Clause in Contracts

Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. Without notice to or consent of any Borrower, the Agent and each Lender may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers and any other parties thereto. The Agent and each Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETA, with the image of such instrument in the Agent’s or such ▇▇▇▇▇▇’s possession constituting an “authoritative copy” under UETA. If the Agent agrees, in its sole discretion, to accept delivery by telecopy, PDF or any other electronic means that reproduces an image of an actual executed signature page or an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent agrees, in its sole discretion, to accept any Electronic Signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include Electronic Signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Agent and each Lender may rely on any such electronic signatures without further inquiry. This ADDENDUM AND JOINDER TO REVOLVING CREDIT AGREEMENT AND NOTE (this “Addendum”) is entered into by ______________________________________, a ______________, ______________, a ______________, ______________, a ______________ (each individually referred to herein as the “New Subsidiary”) and Group 1 Automotive, Inc., a Delaware corporation (the “Company”), in favor of the Lenders (as defined in the Credit Agreement), U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., ▇▇▇▇▇ FARGO BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents.

Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. (a) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document (including, for the avoidance of doubt, any Assignment Agreement) 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”) 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 “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, 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, 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; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it. To the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Parent or its Subsidiaries without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature. Upon the request of any Loan Party, the Administrative Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. (b) Without notice to or consent of any Borrowerother party, the Agent and each Lender party may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers and any other parties party thereto. The Administrative Agent and each Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETAthe Uniform Electronic Transactions Act, with the image of such instrument in the Administrative Agent’s or such ▇▇▇▇▇▇’s possession constituting an “authoritative copy” under UETAthe Uniform Electronic Transactions Act. If the Agent agrees, in its sole discretion, to accept delivery by telecopy, PDF or any other electronic means that reproduces an image of an actual executed signature page or an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent agrees, in its sole discretion, to accept any Electronic Signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include Electronic Signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Agent and each Lender may rely on any such electronic signatures without further inquiry. This ADDENDUM AND JOINDER TO REVOLVING CREDIT AGREEMENT AND NOTE (this “Addendum”) is entered into by ______________________________________, a ______________, ______________, a ______________, ______________, a ______________ (each individually referred to herein as the “New Subsidiary”) and Group 1 Automotive, Inc., a Delaware corporation (the “Company”), in favor of the Lenders (as defined in the Credit Agreement), U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., ▇▇▇▇▇ FARGO BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents.69 [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 70

Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. Without notice to or consent of any the Borrower, the Agent and each Lender Bank may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers Borrower and any other parties thereto. The Agent and each Lender Bank may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETA, with the image of such instrument in the Agent’s or such ▇▇▇▇▇▇Bank’s possession constituting an “authoritative copy” under UETA. If the Agent Bank agrees, in its sole discretion, to accept delivery by telecopy, telecopy or PDF or any other electronic means that reproduces an image of an actual executed signature page or an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent Bank agrees, in its sole discretion, to accept any Electronic Signatures electronic signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include Electronic Signatures electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state states laws based on, or similar in effect to, such acts. The Agent and each Lender Bank may rely on any such electronic signatures without further inquiry. (F) In connection with the above, the Borrower shall execute, in the form attached hereto as Exhibit A, an Amended and Restated Promissory Note, which Note shall hereafter be Exhibit C under the Loan Agreement. This ADDENDUM AND JOINDER TO REVOLVING CREDIT AGREEMENT AND NOTE The Borrower and the Bank acknowledge and agree that the obligations of the Borrower to the Bank under that certain Amended and Restated Promissory Note dated June 10, 2021 in the original stated principal amount of $15,000,000 shall not be deemed canceled or satisfied, but shall now be deemed evidenced by the attached Amended and Restated Promissory Note, and such Note and the Loans evidenced thereby shall continue to be subject to the various provisions of the Loan Agreement. Upon the effectiveness of this Second Amendment, the term "Note" as used in the Loan Agreement and the other Loan Documents shall be deemed to refer to the new Amended and Restated Promissory Note. (this “Addendum”G) is entered into by ______________________________________In order to facilitate the ability of the Bank to accept from the Borrower from time to time any document or instrument executed pursuant to or in accordance with the Loan Agreement, a ______________, ______________, a ______________, ______________, a ______________ specifically (each individually referred to herein as the “New Subsidiary”but without limitation) and Group 1 Automotive, Inc., a Delaware corporation (the “Company”Sections 2(c), in favor 6(a)(i), or 8(o), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Borrower hereby confirms to the Bank that its Authorized Officers’ and other additional persons designated by such Authorized Officer as authorized to request advances and direct repayments under the Loan Agreement (and their titles, respective email addresses and signatures on file with the Bank are those whom the Bank may send such instructions for electronic signatures. As of the Lenders (date hereof these are as defined in the Credit Agreement), U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., follows: Authorized Officer Name Authorized Officer Title Email Address ▇▇▇▇▇▇▇ FARGO BANK▇▇▇▇▇ Vice President and Secretary ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇ Any such Authorized Officer who is an executive officer of the Borrower may, N.A. from time to time, notify the Bank in writing of changes to the list of such Authorized Officer’s or such other persons, their titles and/or their email addresses for purposes of requesting advances, making repayments, or receiving instructions regarding electronic signatures on the Authorized Officers and PNC BANK, NATIONAL ASSOCIATION, signers change request (the “Signatory Update Form”) attached hereto as Syndication AgentsExhibit B and made a part hereof.

Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. Without notice to or consent of any BorrowerLoan Party, the Agent and each Lender may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers and any other parties thereto. The Agent and each Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETA, with the image of such instrument in the Agent’s or such ▇▇▇▇▇▇Lender’s possession constituting an “authoritative copy” under UETA. If the Agent agrees, in its sole discretion, to accept delivery by telecopy, PDF or any other electronic means that reproduces an image of an actual executed signature page or an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent agrees, in its sole discretion, to accept any Electronic Signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include Electronic Signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Agent and each Lender may rely on any such electronic signatures without further inquiry. This ADDENDUM AND JOINDER TO REVOLVING CREDIT AGREEMENT AND NOTE (this “Addendum”) is entered into by ______________________________________, a ______________, ______________, a ______________, ______________, a ______________ (each individually referred to herein as the “New Subsidiary”) and Group 1 Automotive, Inc., a Delaware corporation (the “Company”), in favor of the Lenders (as defined in the Credit Agreement), U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., ▇▇▇▇▇ FARGO BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents.

Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. Without notice to or consent of the Trust or any Borrowerof the Borrowing Funds, the Agent and each Lender Bank may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers Trust, any Borrowing Fund and any other parties thereto. The Agent and each Lender Bank may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETA, with the image of such instrument in the Agent’s or such ▇▇▇▇▇▇Bank’s possession constituting an “authoritative copy” under UETA. If the Agent Bank agrees, in its sole discretion, to accept delivery by telecopy, telecopy or PDF or any other electronic means that reproduces an image of an actual executed signature page or an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent Bank agrees, in its sole discretion, to accept any Electronic Signatures electronic signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include Electronic Signatures electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state states laws based on, or similar in effect to, such acts. The Agent and each Lender Bank may rely on any such electronic signatures without further inquiry. This ADDENDUM AND JOINDER TO REVOLVING CREDIT AGREEMENT AND NOTE . (this “Addendum”C) Section 2(e) of the Loan Agreement is entered into by ______________________________________, modified so interest on the outstanding principal balance shall be at a ______________, ______________, a ______________, ______________, a ______________ rate per annum equal to the greater of zero percent (each individually referred to herein as the “New Subsidiary”0%) and Group 1 Automotivethe Prime Rate minus one-half of one percent (0.5%). (D) In connection with the above, Inc.the Trust shall execute an Amended and Restated Promissory Note on behalf of the respective Borrowing Funds, a Delaware corporation which shall hereafter be Exhibit D under the Loan Agreement, in the form attached hereto as Exhibit B. The Trust and the Bank acknowledge and agree that the obligations of the Borrowing Funds to the Bank under prior Amended and Restated Promissory Notes shall not be deemed cancelled or satisfied, but shall now be deemed evidenced by the attached Amended and Restated Promissory Note, and such Note and the Loans evidenced thereby shall continue to be subject to the various provisions of the Loan Agreement. Upon the effectiveness of this Tenth Amendment, the term “Note” as used in the Loan Agreement and the other Loan Documents shall be deemed to refer to the new Amended and Restated Promissory Note. (E) In order to facilitate the “Company”ability of the Bank to accept from the Trust or any Borrowing Fund from time to time any document or instrument executed pursuant to or in accordance with Loan Agreement (specifically but without limitation) Sections 2(c), in favor 6(a)(i) or 8(n), including through the use of secure digital encryption technology, such as DocuSign eSignature®, the Trust on behalf of the Lenders Borrowing Funds hereby confirms to the Bank that its Authorized Officers and other additional persons designated by such an Authorized Officer as authorized to request advances and direct repayments under the Loan Agreement (and their titles, respective email addresses and signatures) on file with the Bank, are those to whom the Bank may send such instructions for electronic signatures. As of the date hereof, these are as defined in the Credit Agreement), U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., follows: A▇▇▇▇▇▇ FARGO BANK▇▇▇▇▇ Vice President a▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇ M▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President m▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇ Any such Authorized Officer who is an executive officer of the Trust may, N.A. from time to time, notify the Bank in writing of changes to the list of such Authorized Officers or such other persons, their titles and/or their email addresses for purposes of requesting advances, making repayments or receiving instructions regarding electronic signatures on the Authorized Officers and PNC BANK, NATIONAL ASSOCIATION, signers change request (the “Signatory Update Form”) attached hereto as Syndication AgentsExhibit C and made a part thereof.

Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. Without notice to or consent of any Borrower, the Agent and each Lender may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers and any other parties thereto. The Agent and each Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETA, with the image of such instrument in the Agent’s or such ▇▇▇▇▇▇’s possession constituting an “authoritative copy” under UETA. If the Agent agrees, in its sole discretion, to accept delivery by telecopy, PDF or any other electronic means that reproduces an image of an actual executed signature page or an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent agrees, in its sole discretion, to accept any Electronic Signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include Electronic Signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Agent and each Lender may rely on any such electronic signatures without further inquiry. This ADDENDUM AND JOINDER TO REVOLVING CREDIT AGREEMENT AND NOTE (IN WITNESS HEREOF, the parties hereto have caused this “Addendum”) is entered into Agreement to be duly executed and delivered by ______________________________________, a ______________, ______________, a ______________, ______________, a ______________ (each individually referred to herein their proper and duly authorized officers as the “New Subsidiary”) and Group 1 Automotive, Inc., a Delaware corporation (the “Company”), in favor of the Lenders (as defined in the Credit Agreement), U.S. Bank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity, the “Floor Plan Agent”) and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., ▇▇▇▇▇ FARGO BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Syndication AgentsClosing Date.