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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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 modificationsBorrowing Requests, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery ; provided, further, that electronic signatures from Lenders (including assignees) delivered pursuant to procedures in effect on the site maintained by the Administrative Agent with respect to the Credit Facilities as of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may the Effective Date shall be delivered acceptable to the Administrative Agent Agent. For the avoidance of doubt, delivery of an executed counterpart of a signature page by telecopy, facsimile or other electronic imaging means (e.g., e.g. “pdf.pdf” or “tif.tif”) and will shall be effective as delivery of a manually executed counterpart of such documentcounterpart, and shall not be considered an electronic signature.

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 modificationsBorrowing Requests, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (i) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, facsimile emailed pdf. or any other electronic imaging means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (e.g.B) the Administrative Agent and each of the Lenders may, “pdf” at its option, create one or “tif”) and will more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be effective as delivery of a manually executed counterpart deemed created in the ordinary course of such documentPerson’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. 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, 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 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. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such electronic signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such electronic signature purportedly given by telecopyor on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender, facsimile or other any electronic imaging means (e.g., “pdf” or “tif”) and will signature shall be effective as delivery of a promptly followed by such manually executed counterpart of such documentcounterpart.

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 including, without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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 neither the Administrative Agent Agent, any L/C-BA Issuer 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 Agent, such L/C-BA Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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 Assumptionsherewith, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 AgentAgents, 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, and Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act; provided that provided, that, notwithstanding anything contained herein to the contrary contrary, neither the Administrative Agent the L/C Issuer 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 Agent, the L/C Issuer or such Lender pursuant to procedures approved by it; provided, further, that without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart. Delivery For the avoidance of Assignment doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agents and Assumptionseach of the Secured Parties of a manually signed paper document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., each a “pdf” or “tifCommunication”) and will be effective 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 of a manually executed counterpart of such documentand/or retention.

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 Advance Notices, Swing Line Loan Advance Notices, waivers, 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 AgentAgent or the BofA Securities, Inc., in its capacity as a Co-Sustainability Coordinator, as applicable, 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 or other similar applicable Laws including the Personal Information Protection and Electronic Documents Act (Canada) and the Electronic Commerce Act, 2000 (Ontario); provided that notwithstanding anything contained herein to the contrary contrary, neither the Administrative Agent nor BofA Securities, Inc., in its capacity as a Co-Sustainability Coordinator, 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 BofA Securities, Inc., in its capacity as a Co-Sustainability Coordinator, as applicable, pursuant to procedures approved by it. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions; provided that without limiting the foregoing, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of a promptly followed by an original manually executed counterpart thereof. Without limiting the generality of such documentthe foregoing, each party hereto 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 and any of the 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 same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

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 modificationsBorrowing Requests, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (i) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, facsimile emailed pdf. or any other electronic imaging means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (e.g.B) the Administrative Agent and each of the Lenders may, “pdf” at its option, create one or “tif”) and will more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be effective as delivery of a manually executed counterpart deemed created in the ordinary course of such documentPerson’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. 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 modificationsBorrowing Requests, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (i) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, facsimile emailed pdf. or any other electronic imaging means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (e.g.B) the Administrative Agent and each of the Lenders may, “pdf” at its option, create one or “tif”) and will more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be effective as delivery of a manually executed counterpart deemed created in the ordinary course of such documentPerson’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. (a) The words “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 AssumptionsAgreements, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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. Delivery ; provided, further, without limiting the foregoing, upon the request of Assignment and Assumptionsthe Administrative Agent, Committed Loan Noticesany electronic signature shall be promptly followed by such manually executed counterpart. (b) Subject to Section 15.19, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to each Borrower hereby acknowledges the receipt of a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrowers, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

Electronic Execution of Assignments and Certain Other Documents. (i) 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, notices 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 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. Delivery of Assignment . (ii) This Agreement and Assumptionsany document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be delivered in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each of the Loan Parties to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation each of the Loan Parties enforceable against such in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery each of the Credit Parties of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart of such documentcounterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery For the avoidance of Assignment doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and Assumptionseach of the Lenders of a manually signed paper document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement may be delivered to (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. (b) Each Credit Party hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Credit Parties, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptionsthe Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to any electronic signature shall be promptly followed by such manually executed counterpart. (b) The Borrowers hereby acknowledge the receipt of a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrowers, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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, notices 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 ▇▇▇▇▇▇’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. Delivery telecopy or PDF of Assignment and Assumptions, Committed an executed counterpart of a signature page of any Loan Notices, Swing Line Loan Notices, and amendments and Document or other modifications, waivers, notices and consents related document required to this Agreement may be delivered to under the Administrative Agent by telecopyLoan Documents, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and such delivery will be valid and effective as delivery of a an original manually executed counterpart of such documentdocument for all purposes. If the Administrative Agent agrees, in its sole discretion, to accept any electronic signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including the New York State Electronic Signatures and Records Act, E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Administrative Agent and each Lender may rely on any such electronic signatures without further inquiry.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions; provided that without limiting the foregoing, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of a promptly followed by an original manually executed counterpart thereof. Without limiting the generality of such documentthe foregoing, each party hereto 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 and any of the 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 same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature 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 Loan Notices, waivers, 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 and 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 contrary, neither the Administrative Agent nor any Borrower 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 it pursuant to procedures approved by it. Delivery it (for the avoidance of Assignment doubt, it being agreed and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the acknowledged by each of Administrative Agent and each Borrower that any manually executed document, or any manually executed signature page thereto, transmitted by telecopy, electronic transmission by facsimile or other electronic imaging means (e.g.i.e., “pdf” or “tif”) and will be effective ), does not constitute an “electronic signature” as delivery of a manually executed counterpart of such documentdescribed in, or contemplated by, this paragraph).”

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 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; 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. Delivery For the avoidance of Assignment doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and Assumptionseach of the Secured Parties of a manually signed paper document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement may be delivered to (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 (b) Each Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of each Borrower, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” ”, “execution,” ”, “signed,” ”, “signature,” ”, and words of like import in or related to this Agreement, any document to be signed other Loan Document or any Assignment and Assumption or in connection with this Agreement and the transactions contemplated hereby any amendment or other modification hereof (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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, 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 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. 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. Delivery of Assignment and Assumptions; provided that, Committed Loan Noticeswithout limiting the foregoing, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered (a) to the extent Administrative Agent has agreed to accept such Electronic Signature from any party hereto, Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of the executing party without further verification and (b) upon the request of Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of a promptly followed by an original manually executed counterpart of such documentthereof.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 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, without limiting the foregoing, upon the request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. Delivery For the avoidance of Assignment doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and Assumptionseach of the Lenders of a manually signed paper document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement may be delivered to (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. (b) The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrower, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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, 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 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 neither the Administrative Agent Agent, any L/C Issuer 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 Agent, such L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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, Committed Loan Notices, Canadian Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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 modificationsBorrowing Requests, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (i) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Loan Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, facsimile emailed pdf. or any other electronic imaging means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (e.g.B) the Administrative Agent and each of the Lenders may, “pdf” at its option, create one or “tif”) and will more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be effective as delivery of a manually executed counterpart deemed created in the ordinary course of such documentPerson’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Electronic Execution of Assignments and Certain Other Documents. 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 NoticesNotice of Borrowing, Swing Line Loan NoticesRequest, waivers, 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 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. Delivery of Assignment This Agreement and Assumptionsany document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may, if agreed by the Administrative Agent, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. The Loan Parties agree that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on the Loan Parties to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Loan Parties enforceable against the Loan Parties in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the Administrative Agent. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each Lender may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Administrative Agent’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such documentElectronic Signature, each Secured Party shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery ; provided, further, that electronic signatures from Lenders (including assignees) delivered pursuant to Syndtrak procedures in effect on the Syndtrak site maintained by the Administrative Agent with respect to the Facilities as of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may the Closing Date shall be delivered acceptable to the Administrative Agent Agent. For the avoidance of doubt, delivery of an executed counterpart of a signature page by telecopy, facsimile or other electronic imaging means (e.g., e.g. “pdf.pdf” or “tif.tif”) and will shall be effective as delivery of a manually executed counterpart of such documentcounterpart, and shall not be considered an electronic signature.

Electronic Execution of Assignments and Certain Other Documents. (a) 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 AssumptionsAgreements, amendments or other modifications, Committed Loan Notices, Swing Line Swingline Loan Notices, waivers, 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 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. Delivery ; provided, further, without limiting the foregoing, upon the request of Assignment and Assumptionsthe Administrative Agent, Committed Loan Noticesany electronic signature shall be promptly followed by such manually executed counterpart. (b) Subject to Section 15.19, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to each Borrower hereby acknowledges the receipt of a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrowers, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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, Committed Loan Borrowing Request Notices, Swing Line Loan Interest Election Request Notices, waiversamendments, 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. Delivery The parties hereto have caused this Agreement to be duly executed as of Assignment the day and Assumptionsyear first above written. BORROWER: MEMORIAL RESOURCE DEVELOPMENT CORP., Committed Loan Noticesa Delaware corporation By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer ADMINISTRATIVE AGENT: BANK OF AMERICA, Swing Line Loan NoticesN.A., as Administrative Agent By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President ISSUING BANK AND LENDER: BANK OF AMERICA, N.A., as Issuing Bank and a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President SYNDICATION AGENT AND LENDER: CITIBANK, N.A., as Syndication Agent and a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President CO-DOCUMENTATION AGENT AND LENDER: JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Officer CO-DOCUMENTATION AGENT AND LENDER: BMO ▇▇▇▇▇▇ BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director CO-DOCUMENTATION AGENT AND LENDER: COMERICA BANK, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President CO-DOCUMENTATION AGENT AND LENDER: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director CO-DOCUMENTATION AGENT AND LENDER: NATIXIS, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Managing Director CO-DOCUMENTATION AGENT AND LENDER: UNION BANK, N.A., as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President CO-DOCUMENTATION AGENT AND LENDER: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent and a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Director LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President LENDER: ING CAPITAL LLC, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director LENDER: ROYAL BANK OF CANADA, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. Title: Authorized Signatory LENDER: COMMONWEALTH BANK OF AUSTRALIA, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Associate LENDER: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director LENDER: ASSOCIATED BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President Bank of America, N.A. 10.344828 % $ 206,896,551.72 $ 75,000,000.00 Citibank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 JPMorgan Chase Bank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 BMO ▇▇▇▇▇▇ Bank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Comerica Bank 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Credit Agricole Corporate and Investment Bank 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Natixis 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Union Bank, N.A. 7.241379 % $ 144,827,586.21 $ 52,500,000.00 ▇▇▇▇▇ Fargo Bank, National Association 7.241379 % $ 144,827,586.21 $ 52,500,000.00 Barclays Bank PLC 5.517242 % $ 110,344,827.58 $ 40,000,000.00 ING Capital LLC 5.517242 % $ 110,344,827.58 $ 40,000,000.00 Royal Bank of Canada 5.▇▇▇▇▇▇ % $ 110,344,827.58 $ 40,000,000.00 Commonwealth Bank of Australia 5.517242 % $ 110,344,827.58 $ 40,000,000.00 Capital One, National Association 4.827586 % $ 96,551,724.14 $ 35,000,000.00 Associated Bank, N.A. 4.827586 % $ 96,551,724.14 $ 35,000,000.00 $[ ] [ ], 20[ ] FOR VALUE RECEIVED, Memorial Resource Development Corp., a Delaware corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of Bank of America, N.A. (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (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 amendments 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 date, amount, Type, interest rate, and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Credit Agreement dated as of June 18, 2014 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other modifications, waivers, notices and consents related provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. MEMORIAL RESOURCE DEVELOPMENT CORP., a Delaware corporation By: Name: Title: [[ ]], 20[ ] Memorial Resource Development Corp., a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Credit Agreement may dated as of June 18, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Bank of America, N.A., as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: 1. Aggregate amount of the requested Borrowing is $[ ]; 2. Date of such Borrowing is [ ], 20[ ]; 3. Requested Borrowing is to be delivered [an ABR Borrowing] [a LIBOR Market Index Borrowing] [a Eurodollar Borrowing]; 4. In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; 5. Amount of Borrowing Base in effect on the date hereof is $[ ] and the Aggregate Elected Commitment Amount in effect on the date hereof is $[ ]; 6. Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and 7. Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and 8. Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] [ ] [ ] [ ] The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that all conditions precedent to such Borrowing set forth in Section 6.02 of the Credit Agreement including, without limitation, the absence of any Default at the time of and immediately after giving effect to such Borrowing, are satisfied and that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. MEMORIAL RESOURCE DEVELOPMENT CORP., a Delaware limited liability company By: Name: Title: [ ], 20[ ] Memorial Resource Development Corp., a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of June 18, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Bank of America, N.A., as Administrative Agent by telecopy, facsimile or and the other electronic imaging means agents and lenders (e.g., the “pdf” or “tifLenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: 1. The Borrowing to which this Interest Election Request applies, and will if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (3) and (4) below shall be specified for each resulting Borrowing) is [ ]; 2. The effective date of the election made pursuant to this Interest Election Request is [ ], 20[ ]; [and] 3. The resulting Borrowing is to be [an ABR Borrowing] [a LIBOR Market Index Borrowing] [a Eurodollar Borrowing][; and] 4. [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. 1. The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary. 2. The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe]. 3. Since December 31, 2013, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Restricted Subsidiary which could reasonably be expected to have a manually executed counterpart Material Adverse Effect [or specify event]. 4. There exists no Default or Event of such documentDefault [or specify Default and describe]. 5. Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with Section 8.13(a), Section 8.14(a), and Section 9.01 as of the end of the [fiscal quarter][fiscal year] ending [ ].

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 AssumptionsAssumption, amendments or other modification modifications, Revolving Committed Loan Notices, Revolving Swing Line Loan Notices, waiversNew Vehicle Floorplan Committed Loan Notices, notices New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan 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. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” ”, “execution,” ”, “signed,” ”, “signature,” ”, and words of like import in or related to this Agreement, any document to be signed other Loan Document or any Assignment and Assumption or in connection with this Agreement and the transactions contemplated hereby any amendment or other modification hereof (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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, 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 Laws based on the Uniform Electronic Transactions Act; provided that notwithstanding . 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. Delivery of Assignment and Assumptions; provided that without limiting the foregoing, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered (a) to the extent Administrative Agent has agreed to accept such Electronic Signature from any party hereto, Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of the executing party without further verification and (b) upon the request of Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of a promptly followed by an original manually executed counterpart of such documentthereof.

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 Assumptionsassignment agreements, amendments or other modifications, Committed Loan Borrowing Notices, Swing Line Loan Notices, waivers, 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 *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary contrary, solely with respect to the Administrative Agent’s “Cash Pro” electronic platform and the Platform, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, 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 thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Illinois Electronic Signatures and Records Commerce Security Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent Agent, the L/C Issuer 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 Agent, the L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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, 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 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 neither the Administrative Agent Agent, any L/C Issuer 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 Agent, such L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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, 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 and 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 contrary, neither the Administrative Agent nor any Borrower 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 it pursuant to procedures approved by it. Delivery it (for the avoidance of Assignment doubt, it being agreed and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the acknowledged by each of Administrative Agent and each Borrower that any manually executed document, or any manually executed signature page thereto, transmitted by telecopy, electronic transmission by facsimile or other electronic imaging means (e.g.i.e., “pdf” or “tif”), does not constitute an “electronic signature” as described in, or contemplated by, this paragraph). (t) Exhibit E of the Credit Agreement is hereby amended and will restated in its entirety to be effective in the form attached hereto as delivery of a manually executed counterpart of such document.Annex A.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” ”, “execution,” ”, “signed,” ”, “signature,” ”, and words of like import in or related to this Agreement, any document to be signed other Loan Document or any Assignment and Assumption or in connection with this Agreement and the transactions contemplated hereby any amendment or other modification hereof (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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, 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. 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. Delivery of Assignment and Assumptions; provided that without limiting the foregoing, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered (a) to the extent Administrative Agent has agreed to accept such Electronic Signature from any party hereto, Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of the executing party without further verification and (b) upon the request of Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of a promptly followed by an original manually executed counterpart of such documentthereof.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 notwithstanding anything contained herein to the contrary neither the Administrative Agent Agent, the L/C Issuer 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 Agent, the L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered promptly followed by such manually executed counterpart. (t) Exhibit R to the Administrative Agent by telecopy, facsimile or other electronic imaging means Credit Agreement is hereby deleted in its entirety and replaced with Exhibit R attached hereto. (e.g., “pdf” or “tif”u) and will be effective as delivery The Credit Agreement is hereby amended to add new Exhibit S in the form of a manually executed counterpart of such documentExhibit S attached hereto.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 lawlawApplicable 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. Delivery ; and provided, further, without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such document.counterpart. 134956965_1

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 ActCommerce Act of the state of Illinois, 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent Agent, any electronic signature shall be promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart counterpart.” 2.16 Exhibit C of such documentthe Credit Agreement is hereby amended and restated in its entirety in the form attached as Exhibit C hereto. 2.17 Exhibit F of the Credit Agreement is hereby amended and restated in its entirety in the form attached as Exhibit F hereto.

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 NoticesNotices of Borrowing, Swing Line Loan NoticesNotices of Conversion, waiversNotices of Continuations, 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 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 provided, that, without limiting the foregoing, (a) to the contrary extent the Administrative Agent is under no obligation to agree has agreed to accept electronic signatures in such Electronic Signature, each party hereto shall be entitled to rely on any form such Electronic Signature purportedly given by or in on behalf of any format unless expressly agreed to by other party hereto without further verification and (b) upon the reasonable request of the Administrative Agent pursuant to procedures approved by it. Delivery Agent, any Electronic Signature of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related any party to this Agreement or any other Loan Document shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be delivered amended from time to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documenttime.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” This Agreement and words of like import in any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptionseach a “Communication”), amendments or other modificationsmay, Committed Loan Notices, Swing Line Loan Notices, waivers, notices and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved if agreed by the Administrative Agent, or be in the keeping form of records in electronic forman Electronic Record and may be executed using Electronic Signatures (including, each of which without limitation, facsimile and .pdf) and shall be of considered an original, and shall have the same legal effect, validity or and enforceability as a manually paper record. This Agreement may be executed signature in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a paper-based recordkeeping system, manually signed paper Communication which has been converted into electronic form (such 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 Actscanned into PDF format), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding 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 an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan NoticesTeledyne Confidential; Commercially Sensitive Business Data without limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by telecopya manually executed, facsimile or other electronic imaging means (e.g.original counterpart. For purposes hereof, “pdfElectronic Record” or and “tif”) and will Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be effective as delivery of a manually executed counterpart of such documentamended from time to time.

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, notices 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. Delivery of Assignment and Assumptions, Committed Loan Notices, Letter of Credit Applications, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, 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. Delivery ; provided further that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Assignment any other party hereto without further verification and Assumptions(b) upon the reasonable request of the Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related 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 “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be delivered amended from time to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documenttime.

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, Committed Loan Notices, Swing Line Swingline Loan Notices, waivers, 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, that electronic signatures from Lenders (including assignees) delivered pursuant to Syndtrak procedures in effect on the Syndtrak site maintained by the Administrative Agent with respect to the Facilities as of the Amendment No. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may 1 Effective Date shall be delivered acceptable to the Administrative Agent Agent. For the avoidance of doubt, delivery of an executed counterpart of a signature page by telecopy, facsimile or other electronic imaging means (e.g., e.g. “pdf.pdf” or “tif.tif”) and will shall be effective as delivery of a manually executed counterpart of such documentcounterpart, and shall not be considered an electronic 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, notices waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures (as defined herein) (including, the electronic matching of assignment terms without limitation, facsimile and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which .pdf) and shall be of considered an original, and shall have the same legal effect, validity or and enforceability as a manually executed signature paper record. For the avoidance of doubt, the authorization under this Section 10.17 may include, without limitation, use or acceptance by the use Administrative Agent of a paper-based recordkeeping system, manually signed paper communication which has been converted into electronic form (such 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 Actscanned into .pdf format), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding 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 an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by telecopy, facsimile or other electronic imaging means on behalf of the Borrower without further verification and (e.g., “pdf” b) upon the request of the Administrative Agent or “tif”) and will any Lender any Electronic Signature shall be effective as delivery of promptly followed by a manually executed counterpart of such document.executed, original counterpart. “

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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. 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. Delivery of Assignment and Assumptions; provided that without limiting the foregoing, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered (a) to the extent Administrative Agent has agreed to accept such Electronic Signature from any party hereto, Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of the executing party without further verification and (b) upon the request of Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of a promptly followed by an original manually executed counterpart of such documentthereof.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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, Agent or the keeping of records in electronic form, each of which shall be of the same 61793788 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 neither the Administrative Agent Agent, the L/C Issuer 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 Agent, the L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further that, without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered promptly followed by such manually executed counterpart. (gg) The existing Schedule 2.01 to the Administrative Agent Credit Agreement is replaced in its entirety with Schedule 2.01 attached hereto. (hh) The existing Exhibit D to the Credit Agreement is amended as necessary in order to match any amendments to the definition of Consolidated EBITDA or Section 1.10 contemplated by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documentthis Amendment.

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 any Borrowing Notice, Swingline Loan NoticesNotice, Swing Line Loan NoticesConversion/Continuation Notice, waiversLetter of Credit Application, 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 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent Agent, any electronic signature shall be promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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 and restatements or other modifications, Committed Loan Borrowing Notices, Swing Line Loan Notices, waivers, notices waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic - 143 - 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. Delivery Without limiting the generality of Assignment the foregoing, the Borrower 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 and Assumptionsthe Loan Parties, Committed electronic images of this Agreement or any other Loan NoticesDocuments (in each case, Swing Line Loan Noticesincluding with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and amendments and other modifications(ii) waives any argument, waiversdefense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, notices and consents related including with respect to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documentany signature pages thereto.

Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” This Agreement and words of like import in any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptionseach a “Communication”), amendments or other modificationsmay, Committed Loan Notices, Swing Line Loan Notices, waivers, notices and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved if agreed by the Administrative Agent, or be in the keeping form of records in electronic forman Electronic Record and may be executed using Electronic Signatures (including, each of which without limitation, facsimile and .pdf) and shall be of considered an original, and shall have the same legal effect, validity or and enforceability as a manually paper record. This Agreement may be executed signature in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a paper-based recordkeeping system, manually signed paper Communication which has been converted into electronic form (such 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 Actscanned into PDF format), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding 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 an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by telecopya manually executed, facsimile or other electronic imaging means (e.g.original counterpart. For purposes hereof, “pdfElectronic Record” or and “tif”) and will Electronic Teledyne Confidential; Commercially Sensitive Business Data Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be effective as delivery of a manually executed counterpart of such documentamended from time to time.

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, notices waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures (as defined herein) (including, the electronic matching of assignment terms without limitation, facsimile and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which .pdf) and shall be of considered an original, and shall have the same legal effect, validity or and enforceability as a manually executed signature paper record. For the avoidance of doubt, the authorization under this Section 10.17 may include, without limitation, use or acceptance by the use Administrative Agent of a paper-based recordkeeping system, manually signed paper communication which has been converted into electronic form (such 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 Actscanned into .pdf format), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding 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 an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by telecopy, facsimile or other electronic imaging means on behalf of the Borrower without further verification and (e.g., “pdf” b) upon the request of the Administrative Agent or “tif”) and will any Lender any Electronic Signature shall be effective as delivery of promptly followed by a manually executed counterpart of such documentexecuted, original counterpart.

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 modificationsNotice of Borrowings, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery of Assignment This Agreement and Assumptionsany document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents 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 Lead Borrower agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on the Lead Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of 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 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 by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart 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 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 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 MACROBUTTON DocID foregoing, (a) to the extent the Administrative Agent has agreed to accept such documentElectronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature given by or on behalf of any Credit Party without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery ; provided, that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Assignment any other party hereto without further verification and Assumptions(b) upon the reasonable request of the Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related 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 “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be delivered amended from time to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documenttime.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery of Assignment . (b) This Agreement and Assumptionsany document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be delivered in the form of an Electronic Record and may be executed using Electronic Signatures. The Company and each other Loan Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each Loan Party to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Loan Parties enforceable against such Loan Parties 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 by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery each of the Lenders of a manually executed counterpart 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 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, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.

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 AssumptionsAssumption, amendments or other modification modifications, Revolving Committed Loan Notices, Revolving Swing Line Loan Notices, waiversNew Vehicle Floorplan Committed Loan Notices, notices New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan 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 169 signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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 Swingline Loan Notices, waivers, 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. Delivery . (s) The Credit Agreement is hereby amended by replacing Exhibit D in its entirety with Exhibit D attached hereto (t) The Credit Agreement is hereby amended by replacing every occurrence of Assignment “W-8BEN” in Exhibits F-1, F-2, F-3 and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile F-4 with “W-8BEN or other electronic imaging means W-8BEN-E (e.g., “pdf” or “tifas applicable)”) and will be effective as delivery of a manually executed counterpart of such document.

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, Committed Revolving Loan Notices, Swing Line Loan Notices, waivers, 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 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. Delivery . (b) The Borrower hereby acknowledges the receipt of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrower, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper 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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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. Delivery . (b) The Borrower hereby acknowledges the receipt of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrower, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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, waiverswaivers.pdf) and shall be considered an original, notices 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 ▇▇▇▇▇ 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. Delivery of Assignment and AssumptionsWithout limiting the foregoing, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related (a) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of any other party hereto without further verification and (b) upon the request of the Administrative Agent, facsimile or other electronic imaging means (e.g.any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “pdfElectronic Record” or and “tif”) and will Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be effective as delivery of a manually executed counterpart of such documentamended from time to time.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 notwithstanding anything contained herein to the contrary neither the Administrative Agent Agent, the Australian Administrative Agent, any L/C Issuer, the Swing Line Lender nor any Lender is under no any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent Agent, the Australian Administrative Agent, such L/C Issuer, the Swing Line Lender or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered promptly followed by such manually executed counterpart.” (o) The list of Exhibits to the Administrative Agent by telecopy, facsimile or other electronic imaging means Credit Agreement in the introductory pages of the Credit Agreement is hereby amended to add the following: “L Notice of Loan Prepayment” thereto. (e.g., p) The new Exhibit L to the Credit Agreement (“pdf” or “tifNotice of Loan Prepayment”) and will be effective is attached hereto as delivery of a manually executed counterpart of such document.Exhibit A.

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 NoticesNotices of Borrowing, Swing Line Loan NoticesNotices of Conversion, waiversNotices of Continuations, 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 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 contrary, that, without limiting the foregoing, (a) to the extent 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. Delivery ithas agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Assignment any other party hereto without further verification and Assumptions(b) upon the reasonable request of the Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related any Electronic Signature of any party to this Agreement or any other Loan Document shall, as promptly as practicable, be followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be delivered amended from time to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documenttime.

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, 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 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 Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery ; provided further that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Assignment any other party hereto without further verification and Assumptions(b) upon the reasonable request of the Administrative Agent or any Lender, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related any Electronic Signature of any party to this Agreement may shall, as promptly as practicable, be delivered to the Administrative Agent followed by telecopy, facsimile or other electronic imaging means (e.g.such manually executed counterpart. For purposes hereof, “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, 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. Delivery ; provided, that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of Assignment the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and Assumptions(b) upon the reasonable request of the Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related 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 “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be delivered amended from time to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documenttime.

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 AssumptionsAcceptances, amendments or other modifications, Committed Loan NoticesNotices of Borrowing, Swing Line Loan Notices, waivers, 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 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 signaturesElectronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery ; provided further that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, each party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of Assignment any other party hereto without further verification and Assumptions(b) upon the reasonable request of the Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related 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 “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be delivered amended from time to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documenttime.

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 Assumptionsassignment agreements, amendments or other modifications, Committed Loan Borrowing Notices, Swing Line Loan Notices, waivers, 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 contrary, solely with respect to the Administrative Agent’s “Cash Pro” electronic platform and the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Platform, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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 neither the Administrative Agent Agent, the Australian Administrative Agent, the Australian Collateral Agent, any L/C Issuer, the Swing Line Lender nor any Lender is under no any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent Agent, the Australian Administrative Agent, the Australian Collateral Agent, such L/C Issuer, the Swing Line Lender or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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, 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. (x) The existing Exhibit D is deleted in its entirety and Exhibit D attached hereto is inserted in lieu thereof. (y) A new Exhibit H is added in the form of Exhibit H attached hereto. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and The amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopyCredit Agreement are limited to the extent specifically set forth above and no other terms, facsimile covenants or other electronic imaging means (e.g., “pdf” or “tif”) and will provisions of the Loan Documents are intended to be effective as delivery of a manually executed counterpart of such documentaffected hereby.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered promptly followed by such manually executed counterpart. (ff) A new Exhibit 2.05 to the Administrative Agent by telecopy, facsimile or other electronic imaging means Credit Agreement is hereby added in the form of Exhibit 2.05 attached hereto. (e.g., “pdf” or “tif”gg) and will be effective Schedule 2.01 to the Credit Agreement is hereby amended to read as delivery of a manually executed counterpart of such documentSchedule 2.01 attached hereto.

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 modification modifications, Revolving Committed Loan Notices, Revolving Swing Line Loan Notices, waiversNew Vehicle Floorplan Committed Loan Notices, notices New Vehicle Floorplan Swing Line Loan Notices, Used Vehicle Floorplan Committed Loan Notices, Used Vehicle Floorplan 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, 180 including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that 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. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, notices and Table of Contents 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. Delivery of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, notices 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 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. Delivery ; provided, further, without limiting the foregoing, upon the request of Assignment and Assumptionsthe Administrative Agent, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to any electronic signature shall be promptly followed by such manually executed counterpart. (b) The Borrower hereby acknowledges the receipt of a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrower, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals to the extent permitted by law.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery of Assignment . (b) This Agreement and Assumptionsany document, Committed Loan Noticesamendment, Swing Line Loan Noticesapproval, and amendments and other modificationsconsent, waiversinformation, notices and consents notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be delivered 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 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 enforceable against the Borrower in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery each of the Lenders of a manually executed counterpart 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 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, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Partythe Borrower without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. 84 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)

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 AssumptionsAcceptances, amendments or other modifications, Committed Loan NoticesNotices of Borrowing, Swing Line Loan NoticesNotices of Conversion/Continuation, waivers, 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. Delivery GUARANTY AND SECURITY AGREEMENT, dated as of Assignment October 27, 2009 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), made by each of the Persons identified on the signature pages hereto as a “Guarantor”, together with any Person who becomes a party hereto pursuant to Section 2.10 (each a “Guarantor” and Assumptionscollectively, Committed Loan Noticesthe “Guarantors”), Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to in favor of Agent (as defined below) on behalf of each of the Administrative Agent by telecopy, facsimile or other electronic imaging means Secured Parties (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documentdefined below).

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 any Assignment and AssumptionsAssumption, any amendment or other modification hereof -164- US-DOCS\97384607.24 (including waivers and consents), amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, notices and consentsor Letter of Credit Applications) 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 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 neither the Administrative Agent Agent, the L/C Issuer 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 Agent, the L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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 modificationsBorrowing Requests, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery ; provided, further, that electronic signatures from Lenders (including assignees) delivered pursuant to procedures in effect on the site maintained by the Administrative Agent with respect to the Credit Facilities as of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may the Effective Date shall be delivered acceptable to the Administrative Agent Agent. For the avoidance of doubt, delivery of an executed counterpart of a signature page by telecopy, facsimile or other electronic imaging means (e.g., e.g. “pdf.pdf” or “tif.tif”) and will shall be effective as delivery of a manually executed counterpart of such documentcounterpart, and shall not be considered an electronic 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 Swingline Loan Notices, waivers, 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 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 neither the Administrative Agent Agent, any L/C Issuer 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 Agent, such L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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, waiversNotices of Borrowing, notices of Swingline Loan 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 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. Delivery .” (u) Except for the reference contained in the definition of Assignment “Existing Credit Agreement,” each reference to “General Electric Capital Corporation” set forth in the Loan and Assumptions, Committed Security Agreement and the other Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related Documents is hereby replaced with a reference to this Agreement may be delivered “General Electric Company (as successor in interest by merger to the Administrative Agent by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tifGeneral Electric Capital Corporation).”) and will be effective as delivery of a manually executed counterpart of such document.

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 herewith (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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 neither the Administrative Agent Agent, the L/C Issuer 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 Agent, the L/C Issuer or such Lender pursuant to procedures approved by it. Delivery it and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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 Loan Document or 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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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 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. Delivery ; provided further without limiting the foregoing, upon the request of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may be delivered to the Administrative Agent Agent, any electronic signature shall be promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a such manually executed counterpart of such documentcounterpart.

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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. Delivery of Assignment and Assumptions; provided further, Committed Loan Noticesthat, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (i) to this Agreement may be delivered to the extent the Administrative Agent or any Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by telecopyor on behalf of any Credit Party without further verification and (ii) upon the request of any party, facsimile or other electronic imaging means (e.g.any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such document.

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, Committed Loan Borrowing Notices, Swing Line Loan Notices, waivers, 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. Delivery of Assignment and Assumptions.; provided, Committed Loan Noticesfurther, Swing Line Loan Noticeswithout limiting the foregoing, and amendments and other modifications, waivers, notices and consents related (i) to this Agreement may be delivered to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by telecopyor on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent or any Lender, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will any Electronic Signature shall be effective as delivery of promptly followed by a manually executed counterpart counterpart. Without limiting the 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 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 same 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 the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such document.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 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

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, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 any party, any electronic signature shall be promptly followed by such manually executed counterpart. Delivery The Borrower hereby acknowledges the receipt of Assignment and Assumptions, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to a copy of this Agreement may be delivered to the and all other Loan Documents. The Administrative Agent by telecopyand each Lender may, facsimile on behalf of the Borrower, create a microfilm or optical disk or other electronic imaging means (e.g.image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, “pdf” or “tif”) with the electronic image deemed to be an original and will be effective of the same legal effect, validity and enforceability as delivery of a manually executed counterpart of such documentthe paper originals.

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 Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment Assignments and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers, 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 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 Lender pursuant to procedures approved by it. Delivery ; and provided further without limiting the foregoing, upon the request of Assignment and Assumptionsany party, Committed Loan Notices, Swing Line Loan Notices, and amendments and other modifications, waivers, notices and consents related to this Agreement may any electronic signature shall be delivered to the Administrative Agent promptly followed by telecopy, facsimile or other electronic imaging means (e.g., “pdf” or “tif”) and will be effective as delivery of a manually executed counterpart of such documentcounterpart.