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

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.

Electronic Execution of Assignments and Certain Other Documents. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to any other document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) herewith 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawApplicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent nor any Lender is under no any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than it and provided further without limiting the Borrower) hereby designates foregoing, upon the Borrower as its representative and agent for all purposes under the Loan Documentsrequest of any party, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders electronic signature shall be entitled to rely uponpromptly followed by such manually executed counterpart. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and shall be fully protected in relying uponAS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan NoticesNotice of Borrowing, Swing Line Loan NoticesRequest, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25This 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 Borrower as Loan Party Representative. Each Loan Party Parties agree that any Electronic Signature (other than the Borrowerincluding, without limitation, facsimile or .pdf) hereby designates the Borrower as its representative on or associated with any Communication shall be valid and agent for all purposes under binding on the Loan DocumentsParties 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 requests for Revolving Credit Loansboth paper and electronic counterparts, designation but all such counterparts are one and the same Communication. For the avoidance of interest ratesdoubt, delivery the authorization under this paragraph may include, without limitation, use or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with 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 any Lender. The Borrower hereby accepts such appointmentan electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each Lender may, at its option, create one or more copies of any Communication in the Lenders 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, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each Secured Party shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to without further verification and (b) upon the Borrower on behalf of such Loan party. Each request of the Administrative AgentAgent any Electronic Signature shall be promptly followed by a manually executed, the Collateral Agent original counterpart. For purposes hereof, “Electronic Record” and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

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 “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, 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, Loan Notices, Swing Line Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower without further verification thereof and without any other Loan Partyobligation 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent and the Lenders may give Borrower hereby (a) agrees that, for all purposes, including without limitation, in connection with any notice workout, restructuring, enforcement of remedies, bankruptcy proceedings or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and the Lenders Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the rightsame 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 its discretionthe 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 deal exclusively 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 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 Losses arising as a result of the failure of the Borrower to use any available security measures in connection with the Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other than parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowerexecuting party without further verification and (b) hereby designates upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, and shall be fully protected each party hereto hereby (i) agrees that, for all purposes, including without limitation, in relying uponconnection with any workout, any notice restructuring, enforcement of remedies, bankruptcy proceedings or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and any of the Lenders Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the rightsame legal effect, in its discretionvalidity and enforceability as any paper original, and (ii) waives any argument, defense or right to deal exclusively with contest the Borrower for any validity or all purposes under enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents. Each Loan Party agrees that , including with respect to any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “"execute,” “" "execution,” “" "signed,” “" "signature,” " "delivery" and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other than parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowerexecuting party without further verification and (b) hereby designates upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, and shall be fully protected each party hereto hereby (i) agrees that, for all purposes, including without limitation, in relying uponconnection with any workout, any notice restructuring, enforcement of remedies, bankruptcy proceedings or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and any of the Lenders Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the rightsame legal effect, in its discretionvalidity and enforceability as any paper original, and (ii) waives any argument, defense or right to deal exclusively with contest the Borrower for any validity or all purposes under enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents. Each Loan Party agrees that , including with respect to any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any other document executed in connection herewith (including waivers and consents) 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms signaturesplatforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, that, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other than parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowerexecuting party without further verification and (ii) hereby designates upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, and shall be fully protected each party hereto hereby (A) agrees that, for all purposes, including without limitation, in relying uponconnection with any workout, any notice restructuring, enforcement of remedies, bankruptcy proceedings or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and any of the Lenders Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the rightsame legal effect, in its discretionvalidity and enforceability as any paper original, and (B) waives any argument, defense or right to deal exclusively with contest the Borrower for any validity or all purposes under enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents. Each Loan Party agrees that , including with respect to any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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 Notices, Swing Line Loan NoticesPrepayments, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The has agreed to accept electronic signatures, the Administrative Agent and each of the Lenders Secured Parties shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such electronic signatures purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to without further verification and (ii) upon the Borrower on behalf of such Loan party. Each request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. For the Collateral 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 have the rightSecured Parties of a manually signed paper document, in its discretionamendment, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any approval, consent, information, notice, electioncertificate, communicationrequest, representationstatement, agreement disclosure or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26authorization 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.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or related to 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce ActActE-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 notwithstanding anything contained herein . Without notice to or consent of the contrary Borrower, the Administrative Agent and each Lender may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrower and any other parties thereto. The Administrative Agent and each Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the New York State Electronic Signatures and Records Act, with the image of such instrument in the Administrative Agent’s or such Xxxxxx’s possession constituting an “authoritative copy” under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the New York State Electronic Signatures and Records Act. If the Administrative Agent pursuant agrees, in its sole discretion, to procedures approved accept delivery by it. Section 11.25. The Borrower as telecopy or PDF of an executed counterpart of a signature page of any Loan Party Representative. Each Loan Party (Document or other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes document required to be delivered under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, such delivery or receipt of communications, preparation will be valid and effective as delivery of financial reportsan original manually executed counterpart of such document for all purposes. If the Administrative Agent agrees, receipt and payment in its sole discretion, to accept any electronic signatures of Obligations, requests for waivers, amendments any Loan Document or other accommodations, actions document required to be delivered under the Loan Documents (Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including in respect of compliance with covenants)the New York State Electronic Signatures and Records Act, and all other dealings with the Administrative Agent E-SIGN, or any Lender. The Borrower hereby accepts other state laws based on, or similar in effect to, such appointmentacts. The Administrative Agent and the Lenders shall be entitled to each Lender may rely upon, and shall be fully protected in relying upon, on any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26electronic signatures without further inquiry.

Electronic Execution of Assignments and Certain Other Documents. The words “executeexecution,” “executionexecute,” “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, Loan Notices, Swing Line Loan NoticesBorrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. (a). The words “executeexecution,” “executionexecute,” “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, Loan Notices, Swing Line Loan NoticesBorrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. (a) The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan Notices, waivers and or consents) shall be are deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, and any other Electronic Record. (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 keeping form of records 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 4877- 6131- 2829 v.16 106 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 formcounterparts, 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 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. Administrative Agent and each of the Secured Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity or and enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding paper record. Notwithstanding anything contained herein to the contrary the contrary, Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as ; provided, further, without limiting the foregoing, (i) to the extent Administrative Agent has agreed to accept such Electronic Signature, Administrative Agent and each of the Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party Representative. Each Loan Party without further verification and (other than ii) upon the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documentstime. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.10.19

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other than parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowerexecuting party without further verification and (b) hereby designates upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, and shall be fully protected each party hereto hereby (i) agrees that, for all purposes, including without limitation, in relying uponconnection with any workout, any notice restructuring, enforcement of remedies, bankruptcy proceedings or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and the Lenders Borrower, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the rightsame legal effect, in its discretionvalidity and enforceability as any paper original, and (ii) waives any argument, defense or right to deal exclusively with contest the Borrower for any validity or all purposes under enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents. Each Loan Party agrees that , including with respect to any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan NoticesBorrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. (a) The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to any other document to be signed executed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) herewith 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 provided, that, notwithstanding anything contained herein to the contrary contrary, the Administrative Agent 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 it; provided, further, that, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. Section 11.25. The Borrower 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 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 Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative and agent scanned into PDF format), or an electronically signed Communication converted into another format, for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest ratestransmission, delivery or and/or retention. (b) Each Credit Party hereby acknowledges the receipt of communications, preparation and delivery a copy of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), this Agreement and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointmentLoan Documents. The Administrative Agent and the Lenders shall be entitled to rely uponeach Lender may, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of the Credit Parties, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan PartyDocuments. The Administrative Agent, the Collateral Agent and each Lender may store the Lenders may give any notice or communication with a electronic image of this Agreement and the other Loan Party hereunder to Documents in its electronic form and then destroy the Borrower on behalf of such Loan party. Each paper original as part of the Administrative Agent’s and each Lender’s normal business practices, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under electronic image deemed to be an original and of the Loan Documentssame legal effect, validity and enforceability as the paper originals. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.11.19

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related to any document to be signed in connection with this Agreement and andrelating to this Agreement, any other Loan Document and/or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments, amendments and restatements or other modifications, Loan Notices, Swing Line Loan Borrowing Notices, waivers and consentsconsentsand/or thereby (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 formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by by; 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. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party .; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each other Loan Party hereunder to the Borrower on behalf hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, the Borrower and the Lenders other Loan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the rightsame legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in its discretionthe 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), (iii) waives any argument, defense or right to deal exclusively 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 (iv) waives any claim against any Indemnitee for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent 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 it; provided, further, without limiting the foregoing, upon the reasonable request of the Borrower or the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. Section 11.25[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT B Schedule 2.01(a) Term A-2 Loans Lender Additional Term A-2 Commitments Total Term A-2 Loans Bank of America, N.A. $ 0 $ 48,000,000.00 SunTrust Bank $ 0 $ 37,750,000.00 HSBC Bank USA N.A. $ 0 $ 29,383,512.43 Fifth Third Bank $ 0 $ 30,000,000.00 Regions Bank $ 0 $ 30,000,000.00 JPMorgan Chase Bank, N.A. $ 0 $ 26,500,000.00 Capital One National Association $ 0 $ 20,000,000.00 Citizens Bank of Pennsylvania $ 0 $ 20,000,000.00 HSBC Bank plc $ 0 $ 8,366,487.57 Total $ 0 $ 250,000,000.00 EXHIBIT C Schedule 2.01(c) Revolving Credit Commitment Lender Tranche A-1 Revolving Commitment1 Incremental Tranche A-1 Revolving Commitment Total Revolving Credit Commitments Bank of America, N.A. $ 41,600,000.00 $ 10,400,000.00 $ 52,000,000.00 SunTrust Bank $ 33,800,000.00 $ 8,450,000.00 $ 42,250,000.00 HSBC Bank USA N.A. $ 27,106,809.94 $ 6,776,702.48 $ 33,883,512.42 Fifth Third Bank $ 24,000,000.00 $ 6,000,000.00 $ 30,000,000.00 Regions Bank $ 24,000,000.00 $ 6,000,000.00 $ 30,000,000.00 JPMorgan Chase Bank, N.A. $ 10,800,000.00 $ 2,700,000.00 $ 13,500,000.00 Capital One National Association $ 16,000,000.00 $ 4,000,000.00 $ 20,000,000.00 Citizens Bank of Pennsylvania $ 16,000,000.00 $ 4,000,000.00 $ 20,000,000.00 HSBC Bank plc $ 6,693,190.06 $ 1,673,297.52 $ 8,366,487.58 Total $ 200,000,000.00 $ 50,000,000.00 $ 250,000,000.00 1 Also referred to as “Additional Tranche A-1 Revolving Commitments” in Amendment No. 4. EXHIBIT D Schedule 7.01(b) Existing Liens Debtor Jurisdiction Type of filing found Secured Party Collateral Original File Date File Number Valtera Corporation IL – SOS UCC-1 Dell Financial Services L.L.C. Equipment pursuant to lease 07/15/2010 15437669 Valtera Corporation IL – SOS UCC-1 Canon Financial Services Equipment 09/27/2011 16636975 Valtera Corporation IL – SOS UCC-1 Canon Financial Services Equipment 01/06/2012 16923249 The Corporate Executive Board Company DE – SOS UCC-1 PNC Equipment Finance, LLC Equipment 03/15/2012 2012 1008814 The Corporate Executive Board Company DE – SOS UCC-1 Office Depot, Inc. Equipment 06/24/2014 2014 2486876 The Corporate Executive Board Company DE – SOS UCC-1 Banc of America Leasing & Capital, LLC Equipment 08/13/2014 2014 3253580 Personnel Decisions Research Institutes, Inc. MN – SOS UCC-1 Greatamerica Leasing Corporation Equipment 11/10/2010 201022111087 SHL US Inc. Xxxxxx County, Georgia Tax The State of Georgia and Xxxxxx County Tax Lien - 2014 02/09/2015 BK 3259 PG 687 EXHIBIT E Schedule 7.02(t) Amendment No. 4 Effective Date Investments Name of Investment Amount Invested as of 3/31/15 1. PayScale $ 8,700,517 2. Legal On Ramp $ 1,250,000 3. Corp U $ 7,300,000 4. Corp U Note $ 2,768,757 5. TAS - CEB $ 2,019,097 6. TAS - SHL $ 4,639,344 7. 9Lenses $ 1,588,946 8. Hi Q Labs, Inc. $ 2,000,000 2 2 Note: Amount is as of June 8, 2015. EXHIBIT F Schedule 7.03(c) Surviving Indebtedness None. EXHIBIT G Exhibit C-5 [Form of ] Term A-2 Note $ Dated , 20 FOR VALUE RECEIVED, the undersigned, CEB Inc. (f/k/a The Corporate Executive Board Company), a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY or its registered assigns (the “Lender”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below; terms defined therein, unless otherwise defined herein, being used herein as therein defined) the principal amount of the Term A-2 Loan on the dates and in the amounts specified in the Credit Agreement owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of July 2, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lender and certain other Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer for the Lender and for such other Lenders and the other agents party thereto. The Borrower promises to pay interest on the unpaid principal amount of the Term A-2 Loan from the date of such Term A-2 Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Bank of America, N.A., as Administrative Agent, at such office and in the manner specified in the Credit Agreement. The Term A-2 Loan Party Representative. Each Loan Party (other than owing to the Borrower) hereby designates Lender by the Borrower as its representative and agent the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for all purposes the making of the Term A-2 Loan by the Lender to the Borrower in an amount not to exceed the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from such Term A-2 Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Obligations of the Borrower under this Promissory Note and the other Loan Documents, and the Obligations of the other Loan Parties under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered are secured by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, as provided in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any noticeThe Borrower, electionfor itself, communicationits successors and assigns, representationhereby waives diligence, agreement presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. This Note may not be transferred or undertaking made on its behalf assigned by the Borrower Lender to any Person EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. The rights evidenced by this Note to receive principal and interest may only be transferred if the transfer is registered on a record of ownership and the transferee is identified as the owner of an interest in the obligation pursuant to SECTION 10.07 OF THE CREDIT AGREEMENT. This Note may not at any time be endorsed to, or to the order of, bearer. This Promissory Note shall be binding upon governed by, and enforceable against itconstrued in accordance with, the laws of the State of New York. Section 11.26.CEB INC. By: Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

Electronic Execution of Assignments and Certain Other Documents. (a) . The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan NoticesBorrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan DocumentsElectronic Signature. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.150

Electronic Execution of Assignments and Certain Other Documents. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than ; provided further without limiting the Borrower) hereby designates foregoing, upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender, any electronic 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 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 accepts such appointmentacknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and the Lenders shall be entitled to rely uponeach Lender may, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower 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 PartyDocuments. The Administrative Agent, the Collateral Agent and each Lender may store the Lenders may give any notice or communication with a electronic image of this Agreement and the other Loan Party hereunder to Documents in its electronic form and then destroy the Borrower on behalf of such Loan party. Each paper original as part of the Administrative Agent’s and each Lender’s normal business practices, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under electronic image deemed to be an original and of the Loan Documents. Each Loan Party agrees that any noticesame legal effect, election, communication, representation, agreement or undertaking made on its behalf by validity and enforceability as the Borrower shall be binding upon and enforceable against it. Section 11.26paper originals.

Electronic Execution of Assignments and Certain Other Documents. (a) . The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan NoticesBorrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “executeexecution,” “executionexecute”,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan NoticesBorrowing 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 formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation Acteach of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A)agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or related to 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures . Survival of Representations and Warranties . All representations and warranties made hereunder and in any form other Loan Document or other document delivered pursuant hereto or thereto or in any format unless expressly agreed to connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent pursuant to procedures approved and each Lender, regardless of any investigation made by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Lender or on their behalf and notwithstanding that the Administrative Agent and or any Lender may have had notice or knowledge of any Default at the Lenders shall be entitled to rely upontime of any Borrowing, and shall be fully protected continue in relying upon, any notice or communication (including full force and effect as long as any Loan Notice) delivered by Borrower on behalf of or any other Obligation hereunder shall remain unpaid or unsatisfied. 139 Severability . If any provision of this Agreement or the other Loan PartyDocuments is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The Administrative Agent, the Collateral Agent and the Lenders may give invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan partyother jurisdiction. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26GOVERNING LAW .

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relatedrelating to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modificationsamendments, Revolving Credit Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations formationsassociation of signatures and records on electronic platforms approved by the Administrative Agent,, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary the or the Uniform Commercial Code, each as amended, and the parties hereto hereby waive any objection to the contrary, provided that (x) nothing herein shall require Administrative Agent is under no obligation to agree to accept electronic signatures signaturessignature counterparts in any form or in any format unless expressly agreed to by the theand (y) Administrative Agent pursuant to procedures approved by itit and the Partnership.reserves the right to require, at any time and at its sole discretion, the delivery of manually executed counterpart signature pages to any Loan Document and the parties hereto agree to promptly deliver such manually executed counterpart signature pages. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (This Agreement and the other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in any separate letter agreements with respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The fees payable to Administrative Agent, the Collateral Agent and Arrangers or any Lender, constitute the Lenders may give any notice or communication with a Loan Party hereunder entire contract among the parties relating to the Borrower on behalf of such Loan party. Each of subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26subject matter hereof.

Electronic Execution of Assignments and Certain Other Documents. The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan NoticesNotice of Borrowings, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documentseach a “Communication”), including requests for Revolving Credit LoansCommunications required to be in writing, designation of interest ratesmay, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered if agreed by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, be in the Collateral Agent form of an Electronic Record and the Lenders shall have the rightmay be executed using Electronic Signatures, in its discretionincluding, to deal exclusively with the without limitation, facsimile and/or .pdf. The Lead Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any noticeElectronic Signature (including, electionwithout limitation, communicationfacsimile or .pdf) on or associated with any Communication shall be valid and binding on the Lead Borrower to the same extent as a manual, representationoriginal signature, agreement and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Lead Borrower enforceable against the Lead Borrower 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 undertaking made on its behalf 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 Borrower shall be binding upon and enforceable against it. Section 11.26.Administrative Agent of a manually signed

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “execute”, “signed,” “signature,” and words of like import in or related to 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, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each ofThis 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. The Borrower agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on the Borrower and 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 of the Borrower 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 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 option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be ofdeemed 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 or xxxxx enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding notwithstandingpaper record. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures signaturesan Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as .; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Secured Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party Representative. Each Loan Party without further verification and (other than b) upon the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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 modifications, Committed Loan Notices, Swing Line Loan NoticesRequests, waivers waivers.pdf) and shall be considered an original, and consents) 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 the keeping of records in electronic form, each of which shall be of ofhave the same legal effect, validity or xxxxx enforceability as a manually executed 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 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 to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures signaturesan Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party Without limiting the foregoing, (other than a) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts has agreed to accept such appointment. The Electronic Signature, the Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, party hereto without further verification and (b) upon the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each request of the Administrative Agent, the Collateral Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment assignment and Assumptionsassumptions, amendments or other modifications, Loan Notices, Swing Line Loan Noticesamendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative AgentRepresentatives, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein . If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the contrary Company the Administrative Agent enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, STRYKER CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President, Finance and Treasurer The foregoing Underwriting Agreement is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to hereby confirmed and accepted by the Administrative Agent pursuant Representatives as of the date first above written. CITIGROUP GLOBAL MARKETS INC. BOFA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC Acting as Representatives of the several Underwriters named in the attached Schedule A. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director SCHEDULE A Underwriters Aggregate Principal Amount of Notes to procedures approved by itbe Purchased Citigroup Global Markets Inc. $ 204,000,000 BofA Securities, Inc. $ 198,000,000 Xxxxx Fargo Securities, LLC $ 198,000,000 Total $ 600,000,000 ANNEX I Issuer Free Writing Prospectuses Final Term Sheet dated November 18, 2020 EXHIBIT A Form of Final Term Sheet Filed Pursuant to Rule 433 Registration Statement No. Section 11.25. The Borrower as Loan Party Representative. 333-229539 November 18, 2020 Final Term Sheet $600,000,000 0.600% Notes due 2023 Issuer: Stryker Corporation Security Type: 0.600% Notes due 2023 Principal Amount: $600,000,000 Maturity Date: December 1, 2023 Interest Payment Dates: Each Loan Party June 1 and December 1, commencing June 1, 2021 Coupon (other than Interest Rate): 0.600% per year Price to Public: 99.913% of the BorrowerPrincipal Amount Benchmark Treasury: 0.250% due November 15, 2023 Spread to Benchmark Treasury: T+40 bps Benchmark Treasury Yield: 0.229% Yield to Maturity: 0.629% Optional Redemption Provisions: Make-Whole Call: Prior to December 1, 2021, T + 10 bps Par Call: On or after December 1, 2021, at par CUSIP / ISIN: 863667 BB6 / US863667BB68 Trade Date: November 18, 2020 Settlement Date**: November 23, 2020 (T+3) hereby designates the Borrower as its representative and agent for all purposes Joint Book-Running Managers: Citigroup Global Markets Inc. BofA Securities, Inc. Xxxxx Fargo Securities, LLC ** Pursuant to Rule 15c6-1 under the Loan DocumentsSecurities Exchange Act of 1934, including requests for Revolving Credit Loansas amended, designation trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of interest ratesthe notes who wish to trade the notes on any date prior to the second business day before delivery thereof will be required, delivery or receipt by virtue of communicationsthe fact that the notes initially will settle in T+3, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under to specify an alternative settlement cycle at the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf time of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder such trade to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26prevent failed settlement.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan Notices, waivers and consents) Assumption shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein . Without notice to or consent of the contrary Borrower, the Administrative Agent and each Lender may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrower and any other parties thereto. The Administrative Agent and each Lender may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, the New York State Electronic Signatures and Records Act, with the image of such instrument in the Administrative Agent’s or such Xxxxxx’s possession constituting an “authoritative copy” under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the New York State Electronic Signatures and Records Act. If the Administrative Agent pursuant agrees, in its sole discretion, to procedures approved accept delivery by it. Section 11.25. The Borrower as telecopy or PDF of an executed counterpart of a signature page of any Loan Party Representative. Each Loan Party (Document or other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes document required to be delivered under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, such delivery or receipt of communications, preparation will be valid and effective as delivery of financial reportsan original manually executed counterpart of such document for all purposes. If the Administrative Agent agrees, receipt and payment in its sole discretion, to accept any electronic signatures of Obligations, requests for waivers, amendments any Loan Document or other accommodations, actions document required to be delivered under the Loan Documents (Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including in respect of compliance with covenants)the New York State Electronic Signatures and Records Act, and all other dealings with the Administrative Agent E-SIGN, or any Lender. The Borrower hereby accepts other state laws based on, or similar in effect to, such appointmentacts. The Administrative Agent and the Lenders shall be entitled to each Lender may rely upon, and shall be fully protected in relying upon, on any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26electronic signatures without further inquiry.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding . Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, that, without limiting the foregoing, (other than a) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts has agreed to accept such appointment. The Administrative Agent and the Lenders Electronic Signature, each party hereto shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, party hereto without further verification and (b) upon the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each reasonable request of the Administrative Agent, the Collateral Agent any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than ; provided further without limiting the Borrower) hereby designates foregoing, upon the Borrower as its representative and agent for all purposes under the Loan Documentsrequest of any party, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lenderelectronic signature shall be promptly followed by such manually executed counterpart. The Borrower hereby accepts such appointmentacknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and the Lenders shall be entitled to rely uponeach Lender may, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower 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 PartyDocuments. The Administrative Agent, the Collateral Agent and each Lender may store the Lenders may give any notice or communication with a electronic image of this Agreement and the other Loan Party hereunder to Documents in its electronic form and then destroy the Borrower on behalf of such Loan party. Each paper original as part of the Administrative Agent’s and each Lender’s normal business practices, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under electronic image deemed to be an original and of the Loan Documents. Each Loan Party agrees that any noticesame legal effect, election, communication, representation, agreement or undertaking made on its behalf by validity and enforceability as the Borrower shall be binding upon and enforceable against it. Section 11.26paper originals.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or related to 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary the . EXHIBIT I TO CREDIT AGREEMENT FORM OF SPECIFIED DISCOUNT PREPAYMENT NOTICE Citicorp North America, Inc., as Administrative Agent under the Credit Agreement referred to below [ ] [DATE] Attention: [ ] Re: US Foods, Inc. This Specified Discount Prepayment Notice is under no obligation delivered to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent you pursuant to procedures approved by itsubsection 3.4(i)(ii) of that certain Credit Agreement dated July 3, 2007 (together with all exhibits and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among US Foods, Inc. (formerly known as U.S. Foodservice, Inc.) (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and Citicorp North America, Inc., as administrative agent (the “Administrative Agent”) and collateral agent for the Lenders. Section 11.25Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement. The Borrower as Loan Party Representative. Each Loan Party (other than Pursuant to subsection 3.4(i)(ii) of the Borrower) hereby designates Credit Agreement, the Borrower as its representative and agent for all purposes under hereby offers to make a Discounted Term Loan Prepayment to each Term Loan Lender on the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.following terms:

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “execute”, “signed,” “signature,” and words of like import in or related to 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, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Applicable 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25Exhibit C New Credit Agreement [See attached.] Exhibit C Deal CUSIP: 20000XXX0 Term Facility CUSIP: 20000XXX0 CREDIT AGREEMENT among CUMULUS MEDIA INTERMEDIATE INC., CUMULUS MEDIA NEW HOLDINGS INC., as a Borrower, THE SUBSIDIARIES OF CUMULUS MEDIA NEW HOLDINGS INC. The Borrower PARTY HERETO, as Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan DocumentsBorrowers, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants)CERTAIN LENDERS, and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely uponBANK OF AMERICA, and shall be fully protected in relying uponN.A., any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The as Administrative Agent, the Collateral Agent Dated as of May 2, 2024 BOFA SECURITIES, INC., as Lead Arranger and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.Bookrunner TABLE OF CONTENTS Page

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “"execution,” “" "execute", "signed,” “" "signature,” " and words of like import in or related to any Loan Document or other document to be signed in connection with this Agreement and the transactions contemplated hereby Transactions (including without limitation Assignment and Assumptions, amendments or other modificationsmodifications hereof, Loan Noticesor Borrowing Requests, Swing Line Loan NoticesLetter of Credit Requests, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawLaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute such Loan Document through electronic means and there are no restrictions for doing so in that party's constitutive documents. [Signature pages follow] 0010146-0000535 NYO1: 2000703970 .137 0010146-0000535 NYO1: 2000703970 .138 [Signature Page – Credit Agreement] THE BANK OF NOVA SCOTIA, as Lender, Swingline Lender, Issuing Bank and Administrative AgentAgent By: ____________________________________ Name: Title: Xxxx Xxxxxxxx/ Xxx Xxxxxxxx Director, the Collateral Agent and the Lenders shall have the rightInternational Banking [Signature Page – Credit Agreement] BANK OF AMERICA, in its discretionN.A., to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any noticeas Lender By: ____________________________________ Name: Title: Xxxxxxx Xxxxxx Managing Director [Signature Page – Credit Agreement] X.X. XXXXXX AG, electionas Issuing Bank By: ____________________________________ Name: Title: X.X. XXXXXX SECURITIES PLC, communicationas Lender By: ____________________________________ Name: Title: Xxxxxxx Xxxxxxxxx Executive Director [Signature Page – Credit Agreement] XXXXXXX SACHS BANK USA, representationas Lender By: ____________________________________ Name: Title: [Signature Page – Credit Agreement] XXXXXX XXXXXXX SENIOR FUNDING, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26INC., as Lender By: ____________________________________ Name: Title: Xxxxxxx Xxxx Authorized Signatory [Signature Page – Credit Agreement] BANCO SANTANDER S.A., as Lender By: ____________________________________ Name: Title: Xxxxxxx Xxxx BANCO S.A., LO By: Name: K Title: M By: Name: H Title: M BILBAO NDON BR xxxx Xxxx anaging Di edi Ben Sa anaging Di VIZCAYA ANCH, as xxxxxx xxx xxxxxx ARGENTA Lender RIA, [Signature Page – Credit Agreement] [Signature Page – Credit Agreement] CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender By: ____________________________________ Name: Title: By: ____________________________________ Name: Title: Xxxxxx X. Xxxxx Authorized Signatory Xxxxxxx Xxxxxxx Authorized Signatory Jersey Group CPE ESG TARGET 1 ESG Target 1 Annual Target CPE Recovery Approach Metric ESG TARGET 2 Supplier CR Training Program ESG Target 2 Suppliers ESG Target 2 Annual Target Supplier CR Training Program Metric ESG TARGET 3 Conectadas Conectadas Program Conectadas Conectadas ESG Target 3 Annual Target Conectadas Program Metric ESG TARGET 4 MCP ESG Target 4 Annual Target MCP Metric

Electronic Execution of Assignments and Certain Other Documents. The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Loan NoticesBorrowing Requests, waivers and consents) (collectively, each an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Parent Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Parent Borrower and the Lenders may give any notice or communication with a each Loan Party hereunder to the Borrower on behalf hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, and the Lenders 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 rightsame 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 its discretionthe 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 deal exclusively 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 Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other than parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowerexecuting party without further verification and (b) hereby designates upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, and shall be fully protected each party hereto hereby (i) agrees that, for all purposes, including without limitation, in relying uponconnection with any workout, any notice restructuring, enforcement of remedies, bankruptcy proceedings or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and any of the Lenders Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the rightsame legal effect, in its discretionvalidity and enforceability as any paper original, and (ii) waives any argument, defense or right to deal exclusively with contest the Borrower for any validity or all purposes under enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents. Each Loan Party agrees that , including with respect to any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Committed Loan Notices, Swing Line Swingline Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that that, notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than ; provided further, that without limiting the Borrower) hereby designates foregoing, upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. [SIGNATURE PAGES FOLLOW] This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. XXXX & BUSTER’S, INC., as Borrower By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer GUARANTORS: XXXX & BUSTER’S HOLDINGS, INC., as Holdings By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer XXXX & BUSTER’S I, L.P. By: XXXX & BUSTER’S, INC., as its general partner By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) GUARANTORS: D&B LEASING, INC. D&B MARKETING COMPANY LLC DANB TEXAS, INC. XXXX & BUSTER’S MANAGEMENT CORPORATION, INC. XXXX & BUSTER’S OF ALASKA, INC. XXXX & BUSTER’S OF CALIFORNIA, INC. XXXX & BUSTER’S OF COLORADO, INC. XXXX & BUSTER’S OF CONNECTICUT, INC. XXXX & BUSTER’S OF FLORIDA, INC. XXXX & BUSTER’S OF GEORGIA, INC. XXXX & BUSTER’S OF HAWAII, INC. XXXX & BUSTER’S OF IDAHO, INC. XXXX & BUSTER’S OF ILLINOIS, INC. XXXX & BUSTER’S OF INDIANA, INC. XXXX & BUSTER’S OF KANSAS, INC. XXXX & BUSTER’S OF KENTUCKY, INC. XXXX & BUSTER’S OF LOUISIANA, INC. XXXX & BUSTER’S OF MARYLAND, INC. XXXX & BUSTER’S OF MASSACHUSETTS, INC. XXXX & BUSTER’S OF NEBRASKA, INC. XXXX & BUSTER’S OF NEW MEXICO, INC. XXXX & BUSTER’S OF NEW YORK, INC. XXXX & BUSTER’S OF OKLAHOMA, INC. XXXX & BUSTER’S OF OREGON, INC. XXXX & BUSTER’S OF PENNSYLVANIA, INC. XXXX & BUSTER’S OF PITTSBURGH, INC. XXXX & BUSTER’S OF PUERTO RICO, INC. XXXX & BUSTER’S OF SOUTH CAROLINA, INC. XXXX & BUSTER’S OF VIRGINIA, INC. XXXX & BUSTER’S OF WASHINGTON, INC. XXXX & BUSTER’S OF WISCONSIN, INC. TANGO ACQUISITION, INC. TANGO LICENSE CORPORATION TANGO OF ARIZONA, INC. TANGO OF ARUNDEL, INC. TANGO OF FARMINGDALE, INC. TANGO OF FRANKLIN, INC. TANGO OF HOUSTON, INC. TANGO OF NORTH CAROLINA, INC. TANGO OF TENNESSEE, INC. TANGO OF WESTBURY, INC. By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer, Administrative Agent, Collateral Agent and the Lenders shall have the rightas a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) XXXXX FARGO BANK, in its discretionNATIONAL ASSOCIATION, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any noticeas a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) BRANCH BANKING AND TRUST COMPANY, electionas a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) BMO XXXXXX BANK N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) CITIZENS BANK, communicationas a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) COMPASS BANK, representationas a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Senior Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) MUFG UNION BANK, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) REGIONS BANK, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) Stifel Bank & Trust, as a Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Executive Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third”), as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) U.S. Bank National Association, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) SYNOVUS BANK, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President SIGNATURE PAGE TO CREDIT AGREEMENT (D&B REFINANCING 2015) Xxxxxxx Bank, N.S., as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President

Electronic Execution of Assignments and Certain Other Documents. The This Agreement and any document to be signed in connection with this Agreement and the transactions contemplated hereby (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 “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in or related relating to any Loan Document or any other 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 modifications, Loan Notices, Swing Line Committed Loan Notices, waivers and consents) shall be deemed to include 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 electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary contrary, but subject to the agreements set forth in Section 10.02, neither the Administrative Agent nor any Lender is under no any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided further, that, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts Lender has agreed to accept such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative AgentCredit Party without further verification and (ii) upon the request of any party, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Electronic Signature shall be binding upon and enforceable against itpromptly followed by such manually executed counterpart. Section 11.26.For purposes hereof, “

Electronic Execution of Assignments and Certain Other Documents. The words “The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consentsor relating to this Agreement, any other Loan Document and/or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure or authorization related to this Agreement, any document to be signed in connection with this Agreement and other Loan Document and/or the transactions contemplated hereby and/or thereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consentseach an “Ancillary Document”) shall be deemed to include electronic signaturessignaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActUniform; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty without further verification thereof and without any obligation to 128 QB\033578.02027\42870831.19 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each other Loan Party hereunder to the Borrower on behalf hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, the Borrower and the Lenders other Loan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the rightsame legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in its discretionthe 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), (iii) waives any argument, defense or right to deal exclusively 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 (iv) waives any claim against any Indemnitee for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Transactions ActSignature.

Electronic Execution of Assignments and Certain Other Documents. The TheThis Agreement and any document to be signed in connection with this Agreement and the transactions contemplated hereby (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 “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturessignaturesElectronic 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 electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures signaturesElectronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided further, that, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts has agreed to accept such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to without further verification and (ii) upon the Borrower on behalf of such Loan party. Each request of the Administrative AgentAgent or any Lender, the Collateral Agent any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement and or any other Loan Document or the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable 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 notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other than parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Borrowerexecuting party without further verification and (ii) hereby designates upon the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation request of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders , any Electronic Signature shall be entitled to rely uponpromptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, and shall be fully protected each party hereto hereby (A) agrees that, for all purposes, including without limitation, in relying uponconnection with any workout, any notice restructuring, enforcement of remedies, bankruptcy proceedings or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of litigation among the Administrative Agent, the Collateral Agent Lenders and any of the Lenders Loan Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the rightsame legal effect, in its discretionvalidity and enforceability as any paper original, and (B) waives any argument, defense or right to deal exclusively with contest the Borrower for any validity or all purposes under enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents. Each Loan Party agrees that , including with respect to any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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 modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signaturessignaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures signaturesElectronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided further that, without limiting the foregoing, (other than a) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts has agreed to accept such appointment. The Administrative Agent and the Lenders Electronic Signature, each party hereto shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, party hereto without further verification and (b) upon the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each reasonable request of the Administrative Agent, the Collateral Agent any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure or authorization related to this Agreement, any document to be signed in connection with this Agreement and other Loan Document and/or the transactions contemplated hereby and/or thereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consentseach an “Ancillary Document”) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan PartyParty 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. The Administrative AgentWithout limiting the generality of the foregoing, the Collateral Agent Borrower and the Lenders may give any notice or communication with a each other Loan Party hereunder to the Borrower on behalf hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of such Loan party. Each of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Collateral Agent Lenders, the Borrower and the Lenders other Loan Parties, Electronic Signatures transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the rightsame legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in its discretionthe 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), (iii) waives any argument, defense or right to deal exclusively 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 (iv) waives any claim against any Indemnitee for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent 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 it; provided, further, without limiting the foregoing, upon the reasonable request of the Borrower or the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. Section 11.25[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] EXHIBIT B Schedule 2.01(a) Term A-2 Loans Lender Additional Term A-2 Commitments Total Term A-2 Loans Bank of America, N.A. $ 0 $ 48,000,000.00 SunTrust Bank $ 0 $ 37,750,000.00 HSBC Bank USA N.A. $ 0 $ 29,383,512.43 Fifth Third Bank $ 0 $ 30,000,000.00 Regions Bank $ 0 $ 30,000,000.00 JPMorgan Chase Bank, N.A. $ 0 $ 26,500,000.00 Capital One National Association $ 0 $ 20,000,000.00 Citizens Bank of Pennsylvania $ 0 $ 20,000,000.00 HSBC Bank plc $ 0 $ 8,366,487.57 Total $ 0 $ 250,000,000.00 EXHIBIT C Schedule 2.01(c) Revolving Credit Commitment Lender Tranche A-1 Revolving Commitment1 Incremental Tranche A-1 Revolving Commitment Total Revolving Credit Commitments Bank of America, N.A. $ 41,600,000.00 $ 10,400,000.00 $ 52,000,000.00 SunTrust Bank $ 33,800,000.00 $ 8,450,000.00 $ 42,250,000.00 HSBC Bank USA N.A. $ 27,106,809.94 $ 6,776,702.48 $ 33,883,512.42 Fifth Third Bank $ 24,000,000.00 $ 6,000,000.00 $ 30,000,000.00 Regions Bank $ 24,000,000.00 $ 6,000,000.00 $ 30,000,000.00 JPMorgan Chase Bank, N.A. $ 10,800,000.00 $ 2,700,000.00 $ 13,500,000.00 Capital One National Association $ 16,000,000.00 $ 4,000,000.00 $ 20,000,000.00 Citizens Bank of Pennsylvania $ 16,000,000.00 $ 4,000,000.00 $ 20,000,000.00 HSBC Bank plc $ 6,693,190.06 $ 1,673,297.52 $ 8,366,487.58 Total $ 200,000,000.00 $ 50,000,000.00 $ 250,000,000.00 1 Also referred to as “Additional Tranche A-1 Revolving Commitments” in Amendment No. 4. EXHIBIT D Schedule 7.01(b) Existing Liens Debtor Jurisdiction Type of filing found Secured Party Collateral Original File Date File Number Valtera Corporation IL – SOS UCC-1 Dell Financial Services L.L.C. Equipment pursuant to lease 07/15/2010 15437669 Valtera Corporation IL – SOS UCC-1 Canon Financial Services Equipment 09/27/2011 16636975 Valtera Corporation IL – SOS UCC-1 Canon Financial Services Equipment 01/06/2012 16923249 The Corporate Executive Board Company DE – SOS UCC-1 PNC Equipment Finance, LLC Equipment 03/15/2012 2012 1008814 The Corporate Executive Board Company DE – SOS UCC-1 Office Depot, Inc. Equipment 06/24/2014 2014 2486876 The Corporate Executive Board Company DE – SOS UCC-1 Banc of America Leasing & Capital, LLC Equipment 08/13/2014 2014 3253580 Personnel Decisions Research Institutes, Inc. MN – SOS UCC-1 Greatamerica Leasing Corporation Equipment 11/10/2010 201022111087 SHL US Inc. Xxxxxx County, Georgia Tax The State of Georgia and Xxxxxx County Tax Lien - 2014 02/09/2015 BK 3259 PG 687 EXHIBIT E Schedule 7.02(t) Amendment No. 4 Effective Date Investments Name of Investment Amount Invested as of 3/31/15 1. PayScale $ 8,700,517 2. Legal On Ramp $ 1,250,000 3. Corp U $ 7,300,000 4. Corp U Note $ 2,768,757 5. TAS - CEB $ 2,019,097 6. TAS - SHL $ 4,639,344 7. 9Lenses $ 1,588,946 8. Hi Q Labs, Inc. $ 2,000,000 2 2 Note: Amount is as of June 8, 2015. EXHIBIT F Schedule 7.03(c) Surviving Indebtedness None. EXHIBIT G Exhibit C-5 [Form of] Term A-2 Note $ Dated , 20 FOR VALUE RECEIVED, the undersigned, CEB Inc. (f/k/a The Corporate Executive Board Company), a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY or its registered assigns (the “Lender”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below; terms defined therein, unless otherwise defined herein, being used herein as therein defined) the principal amount of the Term A-2 Loan on the dates and in the amounts specified in the Credit Agreement owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of July 2, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lender and certain other Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer for the Lender and for such other Lenders and the other agents party thereto. The Borrower promises to pay interest on the unpaid principal amount of the Term A-2 Loan from the date of such Term A-2 Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Bank of America, N.A., as Administrative Agent, at such office and in the manner specified in the Credit Agreement. The Term A-2 Loan Party Representative. Each Loan Party (other than owing to the Borrower) hereby designates Lender by the Borrower as its representative and agent the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for all purposes the making of the Term A-2 Loan by the Lender to the Borrower in an amount not to exceed the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from such Term A-2 Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Obligations of the Borrower under this Promissory Note and the other Loan Documents, and the Obligations of the other Loan Parties under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered are secured by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, as provided in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any noticeThe Borrower, electionfor itself, communicationits successors and assigns, representationhereby waives diligence, agreement presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Promissory Note. This Note may not be transferred or undertaking made on its behalf assigned by the Borrower Lender to any Person EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. The rights evidenced by this Note to receive principal and interest may only be transferred if the transfer is registered on a record of ownership and the transferee is identified as the owner of an interest in the obligation pursuant to SECTION 10.07 OF THE CREDIT AGREEMENT. This Note may not at any time be endorsed to, or to the order of, bearer. This Promissory Note shall be binding upon governed by, and enforceable against itconstrued in accordance with, the laws of the State of New York. Section 11.26.CEB INC. By: Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” “delivery,” and words of like import in or related relating to this Agreement, 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, Loan Notices, Swing Line Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary shall require 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 without its prior written consent and pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, without limiting the foregoing, (other than i) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or has agreed to accept any Lender. The Borrower hereby accepts such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice on such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of the Borrower or any other Loan Party. The Administrative Agent, Party without further verification thereof and without any obligation to review the Collateral Agent appearance or form of any such Electronic Signature and (ii) upon the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each request of the Administrative Agent, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the Collateral Agent generality of the foregoing, the Borrower and each other Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Lenders other 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 rightsame legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in its discretionthe 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), (iii) waives any argument, defense or right to deal exclusively 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 (iv) waives any claim against any Lender-Related Person for any losses, claims, damages, liabilities and expenses arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims, damages, liabilities and expenses arising as a result of the failure of the Borrower and/or any other Loan Party to use any available security measures in connection with the Borrower for execution, delivery or transmission of any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. The words “executeexecution,” “executionexecute,” “signed,” “signature,” and words of like import in or related to 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, Loan Borrowing Request Notices, Swing Line Loan Interest Election Request Notices, amendments, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent 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 it. Section 11.25[SIGNATURES BEGIN NEXT PAGE] 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., a Delaware corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chief Executive Officer Memorial Resource Development Corp.] ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Assistant Vice President Memorial Resource Development Corp.] ISSUING BANK AND LENDER: BANK OF AMERICA, N.A., as Issuing Bank and a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President [Signature Page to Credit Agreement Memorial Resource Development Corp.] SYNDICATION AGENT AND LENDER: CITIBANK, N.A., as Syndication Agent and a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President [Signature Page to Credit Agreement Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Officer [Signature Page to Credit Agreement Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: BMO XXXXXX BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: COMERICA BANK, as Co-Documentation Agent and a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President [Signature Page to Credit Agreement Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Documentation Agent and a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: NATIXIS, as Co-Documentation Agent and a Lender By: /s/ Xxxxx X. Xxxxxxx, III Name: Xxxxx X. Xxxxxxx, III Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: UNION BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President Memorial Resource Development Corp.] CO-DOCUMENTATION AGENT AND LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director [Signature Page to Credit Agreement Memorial Resource Development Corp.] LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President [Signature Page to Credit Agreement Memorial Resource Development Corp.] LENDER: ING CAPITAL LLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director [Signature Page to Credit Agreement Memorial Resource Development Corp.] LENDER: ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Authorized Signatory [Signature Page to Credit Agreement Memorial Resource Development Corp.] LENDER: COMMONWEALTH BANK OF AUSTRALIA, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Associate Memorial Resource Development Corp.] LENDER: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director [Signature Page to Credit Agreement Memorial Resource Development Corp.] LENDER: ASSOCIATED BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President [Signature Page to Credit Agreement Memorial Resource Development Corp.] ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS Name of Lender Applicable Percentage Maximum Credit Amount Elected Commitment 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 Xxxxxx 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 Xxxxx 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 5.000000 % $ 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 TOTAL 100.00 % $ 2,000,000,000.00 $ 725,000,000.00 Annex I–1 EXHIBIT A FORM OF NOTE $[ ] [ ], 20[ ] FOR VALUE RECEIVED, Memorial Resource Development Corp., a Delaware corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of Bank of America, N.A. (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the 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 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 Borrower as date, amount, Type, interest rate, and, if applicable, Interest Period of each Loan Party Representative. Each Loan Party (other than made by the Lender to the Borrower) hereby designates , and each payment made on account of the Borrower as principal thereof, shall be recorded by the Lender on its representative and agent for all purposes under books and, prior to any transfer of this Note, may be endorsed by the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery Lender on the schedules attached hereto or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments any continuation thereof or other accommodations, actions under on any separate record maintained by the Loan Documents (including 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 compliance with covenantssuch 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 all 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 dealings with the Administrative Agent or any LenderLoan Documents. The Borrower hereby accepts such appointmentCredit 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. The 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: EXHIBIT B FORM OF BORROWING REQUEST NOTICE [[ ]], 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 Lenders shall be entitled to rely uponother agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, and shall be fully protected each capitalized term used herein is defined in relying uponthe Credit Agreement), any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with hereby requests a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.Borrowing as follows:

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Committed Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding . Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, that, without limiting the foregoing, (other than a) to the Borrower) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with extent the Administrative Agent or any Lender. The Borrower hereby accepts has agreed to accept such appointment. The Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, on any notice such Electronic Signature purportedly given by or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to without further verification and (b) upon the Borrower on behalf of such Loan party. Each reasonable request of the Administrative Agent, the Collateral Agent any Electronic Signature of any party to this Agreement shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and the Lenders “Electronic Signature” shall have the rightmeanings assigned to them, in its discretionrespectively, by 15 USC §7006, as it may be amended from time to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26time.

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 (including without limitation Assignments and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents)Loan Document and any 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,. The Borrower and each of the words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to 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, Loan Notices, Swing Line Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturesincludeAdministrative Agent, and the Lender Parties 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 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 recordsSignature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance 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 Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in electronicthe form, each of which shall be of ofan Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity or xxxxx enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding notwithstandingpaper record. Notwithstanding anything contained herein to the contrary contrary, the Administrative Agent is not under no noany obligation to agree to accept electronic signatures an Electronic SignaturesSignature in any form or in any format unless expressly agreed to by the Administrative Agent Agentsuch Person pursuant to procedures approved by it. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party ; provided, further, that, without limiting the foregoing, (other than the Borroweria) hereby designates the Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolving Credit Loans, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent or any Lender. The Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower on behalf of any other Loan Party. The Administrative Agent, the Collateral Agent and the Lenders may give any notice or communication with a Loan Party hereunder to the Borrower on behalf of such Loan party. Each of extent the Administrative Agent, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower shall be binding upon and enforceable against it. Section 11.26.109

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to any other 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 modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) 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 the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery 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 notwithstanding anything contained herein to the contrary the Administrative Agent 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 it; provided further without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. Section 11.25. The Borrower as Loan Party Representative. Each Loan Party (other than For the Borrower) hereby designates avoidance of doubt, the Borrower as its representative and agent for all purposes authorization under the Loan Documentsthis paragraph may include, including requests for Revolving Credit Loanswithout limitation, designation of interest rates, delivery use or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with 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 any Lenderauthorization 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 accepts such appointmentacknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and the Lenders shall be entitled to rely uponeach Lender may, and shall be fully protected in relying upon, any notice or communication (including any Loan Notice) delivered by Borrower 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 PartyDocuments. The Administrative Agent, the Collateral Agent and each Lender may store the Lenders may give any notice or communication with a electronic image of this Agreement and the other Loan Party hereunder to Documents in its electronic form and then destroy the Borrower on behalf of such Loan party. Each paper original as part of the Administrative Agent’s and each Lender’s normal business practices, the Collateral Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower for any or all purposes under electronic image deemed to be an original and of the Loan Documents. Each Loan Party agrees that any noticesame legal effect, election, communication, representation, agreement or undertaking made on its behalf by validity and enforceability as the Borrower shall be binding upon and enforceable against it. Section 11.26paper originals.