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

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (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, 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any Electronic Signaturesuch electronic signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature electronic signature purportedly given by or on behalf of the 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 or any Lender, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptionsherewith, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agents, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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, and Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act; provided that nothing provided, that, notwithstanding anything contained herein shall require to the contrary, neither the Administrative Agent the L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting For the generality avoidance of the foregoingdoubt, the Borrower and each Loan Party hereby (A) agrees thatauthorization under this paragraph may include, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings use or litigation among acceptance by the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent Agents and each of the Lenders maySecured Parties of a manually signed paper document, at its optionamendment, create one approval, consent, information, notice, certificate, request, statement, disclosure or more copies of authorization related to this AgreementAgreement (each a “Communication”) which has been converted into electronic form (such as scanned into PDF format), any other Loan Document and/or any Ancillary Document in the form of or an imaged electronic record in any electronically signed Communication converted into another 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 executiontransmission, delivery or transmission of any Electronic Signatureand/or retention.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or related to this Agreement, the in any amendment or other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby modification hereof (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the Administrative contrary the Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it. (b) This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be 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 each of the 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 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 Agent and each of the 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 Communication converted into another format, for transmission, delivery and/or retention. The Agent and each of the Credit Parties may, at its prior written consent 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 Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 or any Lender, any Electronic Signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Advance Notices, Swing Line Advance Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent or the BofA Securities, Inc., in its capacity as a Co-Sustainability Coordinator, as applicable, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 or other similar applicable Laws including the Personal Information Protection and Electronic Documents Act (Canada) and the Electronic Commerce Act, 2000 (Ontario); provided that nothing notwithstanding anything contained herein shall require to the Administrative contrary, neither the Agent nor BofA Securities, Inc., in its capacity as a Co-Sustainability Coordinator, is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without unless expressly agreed to by the Agent or BofA Securities, Inc., in its prior written consent and capacity as a Co-Sustainability Coordinator, as applicable, pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, the any other Loan Documents and Document or any document document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures 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 form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that nothing 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 shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 Lender, any Electronic Signature shall be promptly followed by a an original manually executed counterpartcounterpart thereof. Without limiting the generality of the foregoing, the Borrower and each Loan Party 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, Lenders and the Borrower and any of the 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, Agreement or any other Loan Document and/or (in each case, including with respect to any Ancillary Document signature pages thereto) 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), (Cii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including including, without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, any L/C-BA Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, such L/C-BA Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (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, 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) Assumption shall be deemed to include Electronic Signatures, deliveries electronic signatures or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 ActE-SIGN, 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 . Without notice to or consent of the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic SignatureBorrower, the Administrative Agent and each Lender may create electronic images of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof Documents and without any obligation to review the appearance or form destroy paper originals 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 a manually executed counterpartimaged documents. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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 Such images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity force and enforceability effect as the paper originals and are enforceable against the Borrower and any paper original, (B) the other parties thereto. The Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, Lender may convert any other Loan Document and/or any Ancillary Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the New York State Electronic Signatures and Records Act, with the image of such instrument in the form Administrative Agent’s or such ▇▇▇▇▇▇’s possession constituting an “authoritative copy” under the New York State Electronic Signatures and Records Act. If the Administrative Agent agrees, in its sole discretion, to accept delivery by telecopy or PDF of an imaged 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 Administrative Agent agrees, in its sole discretion, to accept any electronic record 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 formatdocument so signed will deemed to include electronic signatures and/or the keeping of records in electronic form, which shall will 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)manually executed signature and/or the use of a paper-based recordkeeping system, (C) waives to the extent and as provided for in any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectivelyapplicable law, including with respect to any signature pages thereto 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 reliance on or use of New York State Electronic Signatures and/or transmissions by telecopyand Records Act, emailed pdf. E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Administrative Agent and each Lender may rely on any such 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 Signaturesignatures without further inquiry.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery”, “execute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAgreements, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 LenderAgent, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. (b) Subject to Section 15.19, each Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. Without limiting the generality The Administrative Agent and each Lender may, on behalf of the foregoingBorrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Borrower other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Party hereby (A) agrees that, for all purposes, including without limitation, Documents in connection with any workout, restructuring, enforcement its electronic form and then destroy the paper original as part of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s and each Lender’s normal business practices, with the Lenders, electronic image deemed to be an original and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execute”, “execution,” “execute,” ”, “signed,” ”, “signature,” ”, and words of like import in or related to this Agreement, the any other Loan Documents Document or any Assignment and Assumption or in any document to be signed in connection with this Agreement and the transactions contemplated hereby amendment or other modification hereof (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures or execution in the form of an Electronic Record, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 Laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that nothing 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. Notwithstanding anything contained herein shall require to the contrary, Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, furtherprovided that, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 Lender, any Electronic Signature shall be promptly followed by a an original manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturecounterpart thereof.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, New Vehicle Floorplan Committed Loan Notices, New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan Swing Line Loan Notices waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing RequestsCommitted Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting that electronic signatures from Lenders (including assignees) delivered pursuant to Syndtrak procedures in effect on the foregoing, (i) to the extent Syndtrak site maintained by the Administrative Agent has agreed with respect to accept any Electronic Signature, the Facilities as of the Closing Date shall be acceptable to the Administrative Agent and each Agent. For the avoidance of the Lenders doubt, delivery of an executed counterpart of a signature page by facsimile or other electronic imaging means (e.g. “.pdf” or “.tif”) shall be entitled to rely on such Electronic Signature purportedly given by or on behalf effective as delivery of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 not 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturesignature.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 paper‑based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawLaw, 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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to upon the extent request of the Administrative Agent has agreed to accept Agent, any Electronic Signatureelectronic signature shall be promptly 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 Administrative Agent and each of the Lenders shall be entitled Secured Parties of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to rely on this Agreement (each a “Communication”) which has been converted into electronic form (such Electronic Signature purportedly given by as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention (b) Each Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of each Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Borrower or any other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to upon the extent request of the Administrative Agent has agreed to accept Agent, any Electronic Signatureelectronic signature shall be promptly 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 Administrative Agent and each of the Lenders shall be entitled of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to rely on this Agreement (each a “Communication”) which has been converted into electronic form (such Electronic Signature purportedly given by as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. (b) The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrower Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). i) The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) Assumption shall be deemed to include Electronic Signatures, deliveries electronic signatures or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 notwithstanding anything contained herein shall require to the Administrative contrary the Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. (ii) This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be 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 each of the 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 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 Administrative Agent and each of the 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 Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its prior written consent 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, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 or any Lender, any Electronic Signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. Delivery of an executed counterpart of a signature page of (a) this Agreement, (b) any other Loan Document and/or (c) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 12.02), 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 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,” “execute,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, the any other Loan Documents and Document and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (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, 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (Aa) 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 Borrower and the Loan PartiesBorrower, 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities Losses 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 Losses 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.

Electronic Execution of Assignments and Certain Other Documents. (a)) . The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (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, 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 provided, that, notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, that, without limiting the foregoing, (i) to upon the extent request of the Administrative Agent has agreed to accept Agent, any Electronic Signatureelectronic signature shall be promptly 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 Administrative Agent and each of the Lenders shall be entitled of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to rely on this Agreement (each a “Communication”) which has been converted into electronic form (such Electronic Signature purportedly given by as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. (b) Each Credit Party hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrower Credit Parties, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 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; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 LenderAgent, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. (b) The Borrowers hereby acknowledge the receipt of a copy of this Agreement and all other Loan Documents. Without limiting the generality The Administrative Agent and each Lender may, on behalf of the foregoingBorrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Borrower other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Party hereby (A) agrees that, for all purposes, including without limitation, Documents in connection with any workout, restructuring, enforcement its electronic form and then destroy the paper original as part of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s and each Lender’s normal business practices, with the Lenders, electronic image deemed to be an original and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery”, “execute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAgreements, amendments or other Borrowing Requestsmodifications, Loan Notices, Swingline Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 LenderAgent, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. (b) Subject to Section 15.19, each Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. Without limiting the generality The Administrative Agent and each Lender may, on behalf of the foregoingBorrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Borrower other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Party hereby (A) agrees that, for all purposes, including without limitation, Documents in connection with any workout, restructuring, enforcement its electronic form and then destroy the paper original as part of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s and each Lender’s normal business practices, with the Lenders, electronic image deemed to be an original and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Notice of Borrowing, Swing Loan Request, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may, if agreed by the Administrative Agent, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. The Loan Parties agree that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on the 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 the Loan Parties enforceable against the Loan Parties 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 the 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 Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each Lender may, at its prior written consent 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 Administrative Agent’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, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders Secured Party shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 or any Lender, any Electronic Signature shall be promptly followed by a manually executed executed, original counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries or the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, and the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary, neither the Administrative Agent nor any Borrower is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by it pursuant to procedures approved by it; providedit (for the avoidance of doubt, further, without limiting the foregoing, (i) to the extent the Administrative Agent has it being agreed to accept any Electronic Signature, the and acknowledged by each of Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower that any manually executed document, 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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 thereto, transmitted by electronic images of this Agreementtransmission by facsimile or other electronic imaging means (i.e., any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one “pdf” 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“tif”), (C) waives any argumentdoes not constitute an “electronic signature” as described in, defense or right to contest the legal effectcontemplated by, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureparagraph).”

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, the any other Loan Documents and Document or any document document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures 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 form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 . Each party hereto agrees that nothing 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 shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 Lender, any Electronic Signature shall be promptly followed by a an original manually executed counterpartcounterpart thereof. Without limiting the generality of the foregoing, the Borrower and each Loan Party 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, Lenders and the Borrower and any of the 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, Agreement or any other Loan Document and/or (in each case, including with respect to any Ancillary Document signature pages thereto) 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), (Cii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” ”, “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing RequestsLoan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, any L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, such L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments, amendments and restatements or other modifications, Borrowing RequestsNotices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic - 143 - platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower Lenders and the 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, Agreement or any other Loan Document and/or Documents (in each case, including with respect to any Ancillary Document signature pages thereto) 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), (Cii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 Illinois Electronic Signatures and Records Commerce Security Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the Australian Administrative Agent, any L/C Issuer, the Swing Line Lender nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the Australian Administrative Agent, such L/C Issuer, the Swing Line Lender or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting .” (o) The list of Exhibits to the generality Credit Agreement in the introductory pages of the foregoing, Credit Agreement is hereby amended to add the Borrower and each following: “L Notice of Loan Party hereby Prepayment” thereto. (Ap) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement The new Exhibit L to the Credit Agreement (“Notice of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability Prepayment”) is attached hereto as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.Exhibit A.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement thisThis Agreement, any Loan Document and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAcceptances, amendments or other Borrowing Requestsmodifications, Notices of Borrowing, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include includeany other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures,. Each of the electronic matching of assignment terms and contract formations on electronic platforms approved byLoan Parties and each of the Administrative Agent, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed signatureoriginal signature or thewas delivered. Any Communication may be executed in as many counterparts as necessary or convenient, physical delivery thereof 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 the use acceptance of a paper-based recordkeeping system, asmanually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the case caseCredit Parties 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; 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at notwithstandingat its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document Communication in the form of an imaged electronic record in any formatElectronic Record (“Electronic Copy”), 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 document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes 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 noany obligation to agree to accept an Electronic SignaturesSignature in any form or in any format unless expressly agreed to by the Administrative Agentsuch Person pursuant to procedures approved by it; provided, further that, without limiting the foregoing, (Ca) waives to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party heretothe Administrative Agent and each of the Credit Parties shall be entitled to rely on any argument, defense such Electronic Signature purportedly given by or right to contest on behalf of any other party heretoLoan Party and/or any Credit Party without further verification and (b) upon the legal effect, validity reasonable request of the Administrative Agent or enforceability of this Agreementany Credit Party, any other Loan Document and/or Electronic Signature of any Ancillary Document based solely on party to this Agreement shall, as be promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentmeanings assigned to them, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodification modifications, Revolving Committed Loan Notices, Revolving Swing Line Loan Notices, New Vehicle Floorplan Committed Loan Notices, New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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, 180 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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, waivers and or consents) (collectively, each an “Ancillary Document”) shall be are deemed to include Electronic Signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, and any other Electronic Record, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided. (b) This Agreement and any document, furtheramendment, without limiting approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the foregoing, (i) 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 each such Loan Party to the same extent the Administrative Agent has agreed to accept as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered or a paper-based recordkeeping system was used, as the case may be. 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 Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoingsigned paper Communication which has been converted into electronic form (such as scanned into PDF format), the Borrower and each Loan Party hereby (A) agrees thator an electronically signed Communication converted into another format, for all purposestransmission, 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 and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdfdelivery and/or retention. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the 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 Communication in the form of an imaged electronic record in any formatElectronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document (and all such electronic records document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes purposes, and shall have the same legal effect, validity and enforceability as a paper record). Notwithstanding anything contained herein to the contrary, (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or Agent is under no obligation to accept an Electronic Signature in any Lender’s reliance on form or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or in 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.format unless

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAcceptances, amendments or other Borrowing Requestsmodifications, Notices of Borrowing, Notices of Conversion/Continuation, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the Administrative contrary the Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Agent pursuant to procedures approved by it; provided. GUARANTY AND SECURITY AGREEMENT, furtherdated as of October 27, without limiting the foregoing2009 (as amended, (i) supplemented, restated or otherwise modified from time to the extent the Administrative Agent has agreed to accept any Electronic Signaturetime, the Administrative Agent and this “Agreement”), made by each of the Lenders shall be entitled Persons identified on the signature pages hereto as a “Guarantor”, together with any Person who becomes a party hereto pursuant to rely on such Electronic Signature purportedly given by or Section 2.10 (each a “Guarantor” and collectively, the “Guarantors”), in favor of Agent (as defined below) on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 Secured Parties (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 recorddefined below), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation limitation, Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic electronic signaturesElectronic Signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic electronic signaturesElectronic Signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, furtherprovided further that, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party party hereto without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (iib) upon the reasonable request of the Administrative Agent or any LenderAgent, any Electronic Signature shall of any party to this Agreement shall, as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing RequestsCommitted Loan Notices, Swingline Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting that electronic signatures from Lenders (including assignees) delivered pursuant to Syndtrak procedures in effect on the foregoing, (i) to the extent Syndtrak site maintained by the Administrative Agent has agreed with respect to accept any Electronic Signature, the Facilities as of the Amendment No. 1 Effective Date shall be acceptable to the Administrative Agent and each Agent. For the avoidance of the Lenders doubt, delivery of an executed counterpart of a signature page by facsimile or other electronic imaging means (e.g. “.pdf” or “.tif”) shall be entitled to rely on such Electronic Signature purportedly given by or on behalf effective as delivery of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 not 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturesignature.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement Agreement, any other document executed in connection herewith and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting For the generality avoidance of the foregoingdoubt, the Borrower and each Loan Party hereby (A) agrees thatauthorization under this paragraph may include, for all purposes, including without limitation, use or acceptance by the Administrative Agent and each of the Lenders 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 Communication converted into another format, for transmission, delivery and/or retention. The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in connection with any workout, restructuring, enforcement its electronic form and then destroy the paper original as part of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s and each Lender’s normal business practices, with the Lenders, electronic image deemed to be an original and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, originals. (Bk) the Administrative Agent and each Section 11.20 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 Credit Agreement is hereby amended to read as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.follows:

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swingline Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, any L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, such L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Notices of Borrowing, notices of Swingline Loan borrowings, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; provided that nothing notwithstanding anything contained herein shall require to the Administrative contrary Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by Agent pursuant to procedures approved by it; provided, further, without limiting .” (u) Except for the foregoing, (i) reference contained in the definition of “Existing Credit Agreement,” each reference to “General Electric Capital Corporation” set forth in the extent Loan and Security Agreement and the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation Documents is hereby replaced with a reference to review the appearance or form of any such Electronic signature and “General Electric Company (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed as successor in interest by a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 recordmerger to General Electric Capital Corporation), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.”

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptionsassignment agreements, amendments or other modifications, Borrowing RequestsNotices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary, solely with respect to the Administrative Agent’s “Cash Pro” electronic platform and the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Platform, the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, the any other Loan Documents and Document or any document document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures 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 form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 . Each party hereto agrees that nothing 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 shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 a an original manually executed counterpartcounterpart thereof. Without limiting the generality of the foregoing, the Borrower and each Loan Party 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, Lenders and the Borrower and any of the 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, Agreement or any other Loan Document and/or (in each case, including with respect to any Ancillary Document signature pages thereto) 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 this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptionsassignment agreements, amendments or other modifications, Borrowing RequestsNotices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission 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 notwithstanding anything contained herein shall require to the contrary, solely with respect to the Administrative Agent’s “Cash Pro” electronic platform and the Platform, the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same 61793788 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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, furtherit and provided further that, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting . (gg) The existing Schedule 2.01 to the generality Credit Agreement is replaced in its entirety with Schedule 2.01 attached hereto. (hh) The existing Exhibit D to the Credit Agreement is amended as necessary in order to match any amendments to the definition of the foregoing, the 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 Consolidated EBITDA or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted Section 1.10 contemplated 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 SignatureAmendment.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” ”, “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Notices of Borrowing, Notices of Conversion, Notices of Continuations, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; 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; provided, furtherthat, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto without further verification and (b) upon the Borrower reasonable request of the Administrative Agent, any Electronic Signature of any party to this Agreement 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 LenderDocument shall, any Electronic Signature shall as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting . (t) Exhibit R to the generality of the foregoing, the Borrower Credit Agreement is hereby deleted in its entirety and each Loan Party replaced with Exhibit R attached hereto. (u) The Credit Agreement is 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 and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 amended to add new Exhibit S 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 SignatureExhibit S attached hereto.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 provided, that, notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, that, without limiting the foregoing, (i) to upon the extent request of the Administrative Agent has agreed to accept Agent, any Electronic Signatureelectronic signature shall be promptly 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 Administrative Agent and each of the Lenders shall be entitled of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to rely on this Agreement (each a “Communication”) which has been converted into electronic form (such Electronic Signature purportedly given by as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. (b) Each Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrower Borrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided. 81 Cboe Global Markets, furtherInc. - Credit Agreement (Term Loan Credit Facility) (b) This Agreement and any document, without limiting amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the foregoing, (i) form of an Electronic Record and may be executed using Electronic Signatures. The Borrower agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on the Borrower to the same extent the Administrative Agent has agreed to accept as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower 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 Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoingsigned paper Communication which has been converted into electronic form (such as scanned into PDF format), the Borrower and each Loan Party hereby (A) agrees thator an electronically signed Communication converted into another format, for all purposestransmission, 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 and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdfdelivery and/or retention. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the 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 Communication in the form of an imaged electronic record in any formatElectronic Record (“Electronic Copy”), 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 document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes 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, further, without limiting the foregoing, (Ca) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from extent the Administrative Agent’s and/or any Lender’s reliance on or use of Agent has agreed to accept such Electronic Signatures and/or transmissions by telecopySignature, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result the Administrative Agent and each of the failure Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower and/or any Loan Party to use without further verification and (b) upon the request of the Administrative Agent or any available security measures in connection with the executionLender, delivery or transmission of any Electronic SignatureSignature shall be promptly followed by such manually executed counterpart.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary none of the Administrative Agent Agent, the Swing Line Lender or the L/C Issuer is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the Swing Line Lender or the L/C Issuer, as applicable, pursuant to procedures approved by it; provided, further, further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a the corresponding manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the Australian Administrative Agent, the Australian Collateral Agent, any L/C Issuer, the Swing Line Lender nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the Australian Administrative Agent, the Australian Collateral Agent, such L/C Issuer, the Swing Line Lender or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related to this Agreement, the any Loan Document or any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided further without limiting the foregoing, (i) to upon the extent request of the Administrative Agent has agreed to accept Agent, any Electronic Signatureelectronic signature shall be promptly 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 Administrative Agent and each of the Lenders shall be entitled of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to rely on this Agreement (each a “Communication”) which has been converted into electronic form (such Electronic Signature purportedly given by as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. (b) The Borrowers hereby acknowledge the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrower Borrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, the any other Loan Documents and Document or any document document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures 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 form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that nothing 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 shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 a an original manually executed counterpartcounterpart thereof. Without limiting the generality of the foregoing, the Borrower and each Loan Party 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, Lenders and the Borrower and any of the 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, Agreement or any other Loan Document and/or (in each case, including with respect to any Ancillary Document signature pages thereto) 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 this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” ”, “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting that electronic signatures from Lenders (including assignees) delivered pursuant to procedures in effect on the foregoing, (i) to the extent site maintained by the Administrative Agent has agreed with respect to accept any Electronic Signature, the Administrative Agent and each Credit Facilities as of the Lenders Effective Date shall be entitled acceptable to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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. For the avoidance of doubt, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted delivery of an executed counterpart of a signature page by telecopy, emailed pdf. facsimileemail or any other electronic imaging means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.e.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” This Agreement and words of like import in any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this AgreementAgreement (each a “Communication”), may, if agreed by the other Loan Documents Administrative Agent, be in the form of an Electronic Record and any document to may be signed in connection with this Agreement executed using Electronic Signatures (including, without limitation, facsimile and the transactions contemplated hereby (including without limitation Assignment .pdf) and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signaturesconsidered an original, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which and shall be of have the same legal effect, validity or and enforceability as a manually paper record. This Agreement may be executed signature, physical delivery thereof in as many counterparts as necessary or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawconvenient, including both paper and electronic counterparts, but all such counterparts are one and the Federal Electronic Signatures in Global and National Commerce Actsame Agreement. For the avoidance of doubt, the New York State Electronic Signatures and Records Actauthorization under this paragraph may include, without limitation, use or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require acceptance by the 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 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 Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 or any Lender, any Electronic Signature shall be promptly followed by a manually executed executed, original counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Teledyne Confidential; Commercially Sensitive Business Data Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents toThis Agreement and any document document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to be signed in connection with this Agreement and the transactions contemplated hereby hereby(each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record (including as defined below) and may be executed using Electronic Signatures (as defined below) (including, without limitation Assignment Assignment, facsimile and Assumptions, amendments or other Borrowing modifications, Committed Loan Notices, Swing Line Loan Requests, waivers waivers.pdf) and shall be considered an original, and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of ofhave the same legal effect, validity or ▇▇▇▇▇ enforceability as a manually executed signature, physical delivery thereof signature or the usepaper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by any party hereto of a manually signed 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 notwithstanding Communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signaturesan Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without . Without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party party hereto 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 LenderAgent, any Electronic Signature shall be promptly followed by a manually executed executed, original counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “"execute," "execution,” “execute,” “" "signed,” “" "signature,” " "delivery" and words of like import in or related to this Agreement, the any other Loan Documents and Document or any document document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures 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 form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that nothing 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 shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 Lender, any Electronic Signature shall be promptly followed by a an original manually executed counterpartcounterpart thereof. Without limiting the generality of the foregoing, the Borrower and each Loan Party 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, Lenders and the Borrower and any of the 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, Agreement or any other Loan Document and/or (in each case, including with respect to any Ancillary Document signature pages thereto) 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), (Cii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAssumption, amendments or other Borrowing Requestsmodification modifications, Revolving Committed Loan Notices, Revolving Swing Line Loan Notices, New Vehicle Floorplan Committed Loan Notices, New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments amendments, amendment and restatements or other Borrowing Requestsmodifications, Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 . Notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, furtherthat, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party party hereto without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (iib) upon the reasonable request of the Administrative Agent or any LenderAgent, any Electronic Signature shall of any party to this Agreement shall, as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, waivers and or consents) (collectively, each an “Ancillary Document”) shall be are deemed to include Electronic Signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, and any other Electronic Record, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. (b) This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be 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 each such Loan Party 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 Loan Party, enforceable against such Loan Party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered or a paper-based recordkeeping system was used, as the case may be. 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 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 Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Secured Parties may, at its prior written consent 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, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. This Agreement and any document to be signed in connection with this Agreement and the transactions contemplated hereby (a). The including, without limitation, Assignments and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) may be in the form of an Electronic Record and may be executed using Electronic Signatures, and the words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related relating to this Agreement, the any Loan Document or any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby or thereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary, but subject to the agreements set forth in Section 10.02, neither the Administrative Agent nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it; providedprovided further, furtherthat, without limiting the foregoing, (i) to the extent the Administrative Agent or any Lender has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan 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 Lenderparty, any Electronic Signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.“

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAcceptances, amendments or other Borrowing Requestsmodifications, Notices of Borrowing, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic electronic signaturesElectronic Signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic electronic signaturesElectronic Signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, furtherprovided further that, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party party hereto without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (iib) upon the reasonable request of the Administrative Agent or any LenderAgent, any Electronic Signature shall of any party to this Agreement shall, as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing RequestsRequest Notices, Interest Election Request Notices, amendments, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: MEMORIAL RESOURCE DEVELOPMENT CORP., furthera Delaware corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer ADMINISTRATIVE AGENT: BANK OF AMERICA, without limiting N.A., as Administrative Agent By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President ISSUING BANK AND LENDER: BANK OF AMERICA, N.A., as Issuing Bank and a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President SYNDICATION AGENT AND LENDER: CITIBANK, N.A., as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President CO-DOCUMENTATION AGENT AND LENDER: JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Officer CO-DOCUMENTATION AGENT AND LENDER: BMO ▇▇▇▇▇▇ BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director CO-DOCUMENTATION AGENT AND LENDER: COMERICA BANK, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President CO-DOCUMENTATION AGENT AND LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director CO-DOCUMENTATION AGENT AND LENDER: NATIXIS, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director CO-DOCUMENTATION AGENT AND LENDER: UNION BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CO-DOCUMENTATION AGENT AND LENDER: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Director LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President LENDER: ING CAPITAL LLC, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director LENDER: ROYAL BANK OF CANADA, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Title: Authorized Signatory LENDER: COMMONWEALTH BANK OF AUSTRALIA, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Associate LENDER: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director LENDER: ASSOCIATED BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Bank of America, N.A. 10.344828 % $ 206,896,551.72 $ 75,000,000.00 Citibank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 JPMorgan Chase Bank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 BMO ▇▇▇▇▇▇ Bank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Comerica Bank 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Credit Agricole Corporate and Investment Bank 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Natixis 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Union Bank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 ▇▇▇▇▇ Fargo Bank, National Association 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Barclays Bank PLC 5.517242 % $ 110,344,827.58 $ 40,000,000.00 ING Capital LLC 5.517242 % $ 110,344,827.58 $ 40,000,000.00 Royal Bank of Canada 5.▇▇▇▇▇▇ % $ 110,344,827.58 $ 40,000,000.00 Commonwealth Bank of Australia 5.517242 % $ 110,344,827.58 $ 40,000,000.00 Capital One, National Association 4.827586 % $ 96,551,724.14 $ 35,000,000.00 Associated Bank, N.A. 4.827586 % $ 96,551,724.14 $ 35,000,000.00 $[ ] [ ], 20[ ] FOR VALUE RECEIVED, Memorial Resource Development Corp., a Delaware corporation (the foregoing“Borrower”), hereby promises to pay to [ ] (ithe “Lender”), at the principal office of Bank of America, N.A. (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the extent Borrower under the Administrative Agent has agreed Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to accept pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any Electronic Signaturetransfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Credit Agreement dated as of June 18, 2014 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. MEMORIAL RESOURCE DEVELOPMENT CORP., a Delaware corporation By: Name: Title: [[ ]], 20[ ] Memorial Resource Development Corp., a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Credit Agreement dated as of June 18, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Bank of America, N.A., as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: 1. Aggregate amount of the Lenders requested Borrowing is $[ ]; 2. Date of such Borrowing is [ ], 20[ ]; 3. Requested Borrowing is to be [an ABR Borrowing] [a LIBOR Market Index Borrowing] [a Eurodollar Borrowing]; 4. In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; 5. Amount of Borrowing Base in effect on the date hereof is $[ ] and the Aggregate Elected Commitment Amount in effect on the date hereof is $[ ]; 6. Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and 7. Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and 8. Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] [ ] [ ] [ ] The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that all conditions precedent to such Borrowing set forth in Section 6.02 of the Credit Agreement including, without limitation, the absence of any Default at the time of and immediately after giving effect to such Borrowing, are satisfied and that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. MEMORIAL RESOURCE DEVELOPMENT CORP., a Delaware limited liability company By: Name: Title: [ ], 20[ ] Memorial Resource Development Corp., a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of June 18, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Bank of America, N.A., as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: 1. The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (3) and (4) below shall be entitled specified for each resulting Borrowing) is [ ]; 2. The effective date of the election made pursuant to rely on this Interest Election Request is [ ], 20[ ]; [and] 3. The resulting Borrowing is to be [an ABR Borrowing] [a LIBOR Market Index Borrowing] [a Eurodollar Borrowing][; and] 4. [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such Electronic Signature purportedly given election is [ ]]. 1. The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation pursuant 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower Agreement and the Loan PartiesDocuments were true and correct when made, 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability are repeated at and as any paper original, (B) the Administrative Agent and each of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document have expressly consented in writing to the contrary. 2. The Borrower has performed and complied with all agreements and conditions contained in the form Agreement and in the Loan Documents required to be performed or complied with by it prior to or at the time of an imaged electronic record delivery hereof [or specify default and describe]. 3. Since December 31, 2013, no change has occurred, either in any format, which shall be deemed created case or in the ordinary course of such Person’s businessaggregate, and destroy in the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effectcondition, validity and enforceability as a paper record)financial or otherwise, (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 or any Loan Party Restricted Subsidiary which could reasonably be expected to use any available security measures have a Material Adverse Effect [or specify event]. 4. There exists no Default or Event of Default [or specify Default and describe]. 5. Attached hereto are the detailed computations necessary to determine whether the Borrower is in connection compliance with Section 8.13(a), Section 8.14(a), and Section 9.01 as of the execution, delivery or transmission end of any Electronic Signaturethe [fiscal quarter][fiscal year] ending [ ].

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, waivers Committed Loan Notices, Swing Line Loan Notices, waivers, notices and Table of Contents consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided. Delivery of Assignment and Assumptions, furtherCommitted Loan Notices, without limiting the foregoingSwing Line Loan Notices, (i) and amendments and other modifications, waivers, notices and consents related to the extent this Agreement may be delivered to the Administrative Agent has agreed to accept any Electronic Signatureby telecopy, the Administrative Agent facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and each will be effective as delivery of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 counterpart 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturedocument.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 LenderAgent, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. (b) The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. Without limiting the generality The Administrative Agent and each Lender may, on behalf of the foregoingBorrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Borrower other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Party hereby (A) agrees that, for all purposes, including without limitation, Documents in connection with any workout, restructuring, enforcement its electronic form and then destroy the paper original as part of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s and each Lender’s normal business practices, with the Lenders, electronic image deemed to be an original and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (B) originals to 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 reliance on or use of Electronic Signatures and/or transmissions extent permitted 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 Signaturelaw.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary US_ACTIVE-119613345.4-CJMAURER the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, it and provided further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a manually executed counterpart. Without limiting the generality signature. (xxiii) In Article X of the foregoingCredit Agreement, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 following new Section 10.21 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.added:

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures (as defined herein) (including, deliveries or the keeping of records in any electronic form (including deliveries by telecopywithout limitation, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which facsimile and .pdf) and shall be of considered an original, and shall have the same legal effect, validity or and enforceability as a manually executed signature, physical delivery thereof or paper record. For the use avoidance 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 Actdoubt, the New York State Electronic Signatures and Records Actauthorization under this Section 10.17 may include, without limitation, use or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require acceptance by the 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 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 Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 or any Lender, Lender any Electronic Signature shall be promptly followed by a manually executed executed, original counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing RequestsCommitted Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting . (b) The Borrower hereby acknowledges the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or Lender may, on behalf of the Borrower Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,”, “delivery” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic electronic signaturesElectronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic electronic signaturesElectronic Signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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 and the Borrower and the Loan PartiesBorrower, 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, Agreement (including with respect to any other Loan Document and/or any Ancillary Document signature pages hereto) shall have the same legal effect, validity and enforceability as any paper original, 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), (Cii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document Agreement based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectivelythereof, including with respect to any signature pages thereto and (D) waives any claim against hereto. Upon the reasonable request of the Administrative Agent or any Lender-Related Person for , any Liabilities arising solely from the Administrative Agent’s and/or Electronic Signature of any Lender’s reliance on party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart (which may be by fax 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 pageimaging). For purposes hereof, 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” shall have the meaning assigned to it by 15 USC §7006, as it may be amended from time to time.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute”,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent,Electronic Signatures, deliveries or the keeping of records in any electronic form (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, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; 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; provided, to further, without limiting the foregoing, (i)to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each Acteach of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 ii)upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees 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 and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the 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 C)waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives D)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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed in connection with this Agreement Agreement, any other document executed in connection herewith and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided further without limiting the foregoing, (i) to upon the extent request of the Administrative Agent has agreed to accept Agent, any Electronic Signatureelectronic signature shall be promptly 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 Administrative Agent and each of the Lenders shall be entitled of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to rely on this Agreement (each a “Communication”) which has been converted into electronic form (such Electronic Signature purportedly given by as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrower Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Party without further verification thereof Documents. The Administrative Agent and without any obligation to review each Lender may store the appearance or electronic image of this Agreement and the other Loan Documents in its electronic form of any such Electronic signature and (ii) upon then destroy the request paper original as part of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Agent’s and each Loan Party hereby (A) agrees thatLender’s normal business practices, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement the electronic image deemed to be an original and of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation any Assignment and AssumptionsAssumption, any amendment or other modification hereof -164- US-DOCS\97384607.24 (including waivers and consents), amendments or other Borrowing Requestsmodifications, waivers and consents) (collectivelyCommitted Loan Notices, each an “Ancillary Document”or Letter of Credit Applications) shall be deemed to include Electronic Signatures, deliveries electronic signatures or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation limitation, Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, furtherprovided further that, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party party hereto without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (iib) upon the reasonable request of the Administrative Agent or any Lender, any Electronic Signature shall of any party to this Agreement shall, as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.“

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing . Notwithstanding anything contained herein shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, furtherthat, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 reasonable request of the Administrative Agent or any LenderAgent, any Electronic Signature shall of any party to this Agreement shall, as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures (as defined herein) (including, deliveries or the keeping of records in any electronic form (including deliveries by telecopywithout limitation, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which facsimile and .pdf) and shall be of considered an original, and shall have the same legal effect, validity or and enforceability as a manually executed signature, physical delivery thereof or paper record. For the use avoidance 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 Actdoubt, the New York State Electronic Signatures and Records Actauthorization under this Section 10.17 may include, without limitation, use or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require acceptance by the 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 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 Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 or any Lender, Lender any Electronic Signature shall be promptly followed by a manually executed executed, original counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.“

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or related to this Agreement, the in any amendment or other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby modification hereof (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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 Laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that nothing 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. Notwithstanding anything contained herein shall require to the contrary, Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 Lender, any Electronic Signature shall be promptly followed by a an original manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturecounterpart thereof.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, the any other Loan Documents and Document or any document document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic SignaturesSignatures 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 form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that nothing 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 shall require to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signatures Signature in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided that without limiting the foregoing, (ia) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any Electronic Signatureparty hereto, the Administrative Agent and each of the Lenders other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party executing 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 Lender, any Electronic Signature shall be promptly followed by a an original manually executed counterpartcounterpart thereof. Without limiting the generality of the foregoing, the Borrower and each Loan Party 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, Lenders and the Borrower and the Loan PartiesBorrower, 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, Agreement or any other Loan Document and/or (in each case, including with respect to any Ancillary Document signature pages thereto) 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), (Cii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other the Loan Document and/or any Ancillary Document Documents based solely on the lack of paper original copies of this Agreement, such other any Loan Document and/or such Ancillary Document, respectivelyDocuments, including with respect to any signature pages thereto 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 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 Signaturethereto.

Electronic Execution of Assignments and Certain Other Documents. TheThis Agreement and any document to be signed in connection with this Agreement and the transactions contemplated hereby (a). The including without limitation Assignments and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) may be in the form of an Electronic Record and may be executed using Electronic Signatures, and the words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic electronic signaturesElectronic Signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; providedprovided further, furtherthat, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the 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 a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting that electronic signatures from Lenders (including assignees) delivered pursuant to procedures in effect on the foregoing, (i) to the extent site maintained by the Administrative Agent has agreed with respect to accept any Electronic Signature, the Credit Facilities as of the Effective Date shall be acceptable to the Administrative Agent and each Agent. For the avoidance of the Lenders doubt, delivery of an executed counterpart of a signature page by facsimile or other electronic imaging means (e.g. “.pdf” or “.tif”) shall be entitled to rely on such Electronic Signature purportedly given by or on behalf effective as delivery of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 not 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturesignature.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (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, 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; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the Parent 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, and the Parent Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement Agreement, any other document executed in connection herewith and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting The Borrower hereby acknowledges the generality receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the foregoingBorrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the Borrower other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Party hereby (A) agrees that, for all purposes, including without limitation, Documents in connection with any workout, restructuring, enforcement its electronic form and then destroy the paper original as part of remedies, bankruptcy proceedings or litigation among the Administrative Agent’s and each Lender’s normal business practices, with the Lenders, electronic image deemed to be an original and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any the paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signatureoriginals.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) herewith shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records ActCommerce Act of the state of Illinois, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 LenderAgent, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality .” 2.16 Exhibit C of the foregoing, the Borrower Credit Agreement is hereby amended and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, restated in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 entirety in the form attached as Exhibit C hereto. 2.17 Exhibit F of an imaged electronic record the Credit Agreement is hereby amended and restated in any format, which shall be deemed created its entirety 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 form attached as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 SignatureExhibit F hereto.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to this Agreement, the any other Loan Documents and any document to be signed executed in connection with this Agreement and the transactions contemplated hereby herewith (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 lawLaw, 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 notwithstanding anything contained herein shall require to the contrary neither the Administrative Agent Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, it and provided further without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 Lenderparty, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). ) The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Committed Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided. (b) This Agreement and any document, furtheramendment, without limiting approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the foregoing, (i) form of an Electronic Record and may be executed using Electronic Signatures. The Borrower agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on the Borrower to the same extent the Administrative Agent has agreed to accept as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower 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 Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoingsigned paper Communication which has been converted into electronic form (such as scanned into PDF format), the Borrower and each Loan Party hereby (A) agrees thator an electronically signed Communication converted into another format, for all purposestransmission, 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 and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdfdelivery and/or retention. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the 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 Communication in the form of an imaged electronic record in any formatElectronic Record (“Electronic Copy”), 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 document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes 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, further, without limiting the foregoing, (Ca) waives to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any argument, defense such Electronic Signature purportedly given by or right to contest on behalf of any Loan Partythe Borrower without further verification and (b) upon the legal effect, validity request of the Administrative Agent or enforceability of this Agreementany Lender, any other Electronic Signature shall be promptly followed by such manually executed counterpart. 84 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.Credit Facility)

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” ”, “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Notices of Borrowing, Notices of Conversion, Notices of Continuations, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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; provided that nothing notwithstanding anything contained herein shall require to the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; providedcontrary, furtherthat, without limiting the foregoing, , (ia) to the extent the Administrative Agent has is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by ithas agreed to accept any such Electronic Signature, the Administrative Agent and each of the Lenders party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any other party hereto without further verification and (b) upon the Borrower reasonable request of the Administrative Agent, any Electronic Signature of any party to this Agreement 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 LenderDocument shall, any Electronic Signature shall as promptly as practicable, be promptly followed by a such manually executed counterpart. Without limiting the generality of the foregoingFor purposes hereof, the Borrower “Electronic Record” 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document Signature” shall have the same legal effect, validity and enforceability as any paper original, (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 meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” ”, “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting that electronic signatures from Lenders (including assignees) delivered pursuant to procedures in effect on the foregoing, (i) to the extent site maintained by the Administrative Agent has agreed with respect to accept any Electronic Signature, the Administrative Agent and each Credit Facilities as of the Lenders Effective Date shall be entitled acceptable to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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. For the avoidance of doubt, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted delivery of an executed counterpart of a signature page by telecopy, emailed pdf. facsimile or any other electronic imaging means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document (e.g. “.pdf” or “.tif”) shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender212 US-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.DOCS\115047431.4

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executiondelivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Borrowing Requests, Swingline Borrowing Requests, Notices of Loan Prepayments, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)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 notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signatureelectronic signatures, the Administrative Agent and each of the Lenders Secured Parties shall be entitled to rely on any such Electronic Signature electronic signatures purportedly given by or on behalf of the 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 LenderAgent, any Electronic Signature electronic signature shall be promptly followed by a such manually executed counterpart. Without limiting For the generality avoidance of the foregoingdoubt, the Borrower and each Loan Party hereby (A) agrees thatauthorization under this paragraph may include, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings use or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted acceptance 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders maySecured Parties of a manually signed paper document, at its optionamendment, create one approval, consent, information, notice, certificate, request, statement, disclosure or more copies of authorization related to this AgreementAgreement (each a “Communication”) which has been converted into electronic form (such as scanned into PDF format), any other Loan Document and/or any Ancillary Document in the form of or an imaged electronic record in any electronically signed Communication converted into another 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 executiontransmission, delivery or transmission of any Electronic Signatureand/or retention.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and AssumptionsAssumption, amendments or other Borrowing Requestsmodification modifications, Revolving Committed Loan Notices, Revolving Swing Line Loan Notices, New Vehicle Floorplan Committed Loan Notices, New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic 169 signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “execution,” “execute,” “signed,” “signature,” This Agreement and words of like import in any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requests, waivers and consents) (collectively, each an a “Ancillary DocumentCommunication”) shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (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 effectmay, 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 if agreed by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 be in the form of an imaged electronic record in any formatElectronic Record and may be executed using Electronic Signatures (including, which shall be deemed created in the ordinary course of such Person’s businesswithout limitation, facsimile and destroy the original paper document (.pdf) and all such electronic records shall be considered an original for all purposes original, and shall have the same legal effect, validity and enforceability as a paper record. This Agreement 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 Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the 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 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 pursuant to procedures approved by it; provided, further, Teledyne Confidential; Commercially Sensitive Business Data without limiting the foregoing, (Ca) waives to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any argumentsuch Electronic Signature without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, defense or right original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Documentthem, respectively, including with respect by 15 USC §7006, as it may be amended from time to any signature pages thereto 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 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 Signaturetime.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, waivers Committed Loan Notices, Swing Line Loan Notices, waivers, notices and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary the Administrative Agent is under no obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided. Delivery of Assignment and Assumptions, furtherCommitted Loan Notices, without limiting the foregoingLetter of Credit Applications, (i) Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to the extent this Agreement may be delivered to the Administrative Agent has agreed to accept any Electronic Signatureby telecopy, the Administrative Agent facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and each will be effective as delivery of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (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 counterpart 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 this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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 Signaturedocument.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executionexecute,” “executeexecution,” “signed,” “signature,” and words of like import in or related to this Agreement, the other Loan Documents and any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other Borrowing Requestsmodifications, Loan Notices, Swing Line Loan Notices, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include Electronic Signatureselectronic signatures, deliveries or the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, and the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page)form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing notwithstanding anything contained herein shall require to the contrary, neither the Administrative Agent nor any Borrower is under any obligation to agree to accept Electronic Signatures electronic signatures in any form or in any format without its prior written consent and unless expressly agreed to by it pursuant to procedures approved by it; providedit (for the avoidance of doubt, further, without limiting the foregoing, (i) to the extent the Administrative Agent has it being agreed to accept any Electronic Signature, the and acknowledged by each of Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower that any manually executed document, 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 a manually executed counterpart. Without limiting the generality of the foregoing, the 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, and the Borrower and the 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 thereto, transmitted by electronic images of transmission by facsimile or other electronic imaging means (i.e., “pdf” or “tif”), does not constitute an “electronic signature” as described in, or contemplated by, this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, paragraph). (Bt) the Administrative Agent and each Exhibit E of the Lenders may, at Credit Agreement is hereby amended and restated in its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document entirety to be 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 attached hereto as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto 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 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.Annex A.