Common use of Electronic Transmission Clause in Contracts

Electronic Transmission. (a) When Electronic Sales Records and Electronic Credit Records are submitted to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6, and processed by Servicer’s Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions without first obtaining Servicer’s consent and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements of the approved format, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.

Electronic Transmission. (a) When Electronic Sales Records and Electronic Credit Records are submitted to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6, and processed by Servicer’s Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions without first obtaining Servicer’s consent and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements of the approved format, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.

Electronic Transmission. (a) When Electronic Sales Records and Electronic Credit Records are submitted to Servicer Member electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6, and processed by ServicerMember’s Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer Member by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer Member and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer Member in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions without first obtaining ServicerMember’s consent and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer Member may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer Member shall not constitute consent to such format change and shall not in any way limit ServicerMember’s right to withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements of the approved format, Servicer Member shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer Member of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer Member directly by Carrier, in each case for at least eighteen (18) months ***** from the date each such Retained Document is submitted to Servicer Member for processing. Promptly upon Carrier’s receipt of ServicerMember’s request for the same, but in no event later than fourteen (14) calendar days ***** following Carrier’s receipt of such request, Carrier shall deliver to Servicer Member a copy, or the original if specifically requested by ServicerMember (provided, that Carrier shall have no obligation to provide an original document in any case in which the Transaction did not result in any tangible documentation (e.g., a CNP Transaction) or if Carrier has destroyed such original after creating a microfiche or other acceptable copy thereof as set forth below), of the requested document. Notwithstanding the foregoing, either Carrier or Servicer Member may elect to hold in its custody Retained Documents for no more than 180 days ***** provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months ***** from the date on which each such document is submitted to Servicer Member for processing.

Electronic Transmission. (a) When Electronic Sales Records and Electronic Credit Records are submitted to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6, and processed by Servicer’s Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions without first obtaining Servicer’s consent, which consent shall not be unreasonably withheld or delayed and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to reasonably withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements of the approved format, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver deliver, or cause to be delivered, to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.

Electronic Transmission. Section 5.01 of the Original Agreement is hereby amended by adding a new paragraph at the end thereof, to read as follows: Documents required to be delivered pursuant to Section 5.01(a), (b), (e) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at its website as designated by the Borrower to Administrative Agent and Banks; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Bank that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) the Borrower shall notify the Administrative Agent and each Bank (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by Section 5.01(c) to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) When Electronic Sales Records the Administrative Agent will make available to the Banks and Electronic Credit Records are submitted the LC Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Bank”) may have personnel who do not wish to Servicer electronicallyreceive material non-public information with respect to the Borrower or its affiliates, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6or the respective securities of any of the foregoing, and processed by Servicer’s Terminal processor, who may be engaged in investment and other market-related activities with respect to such Electronic Sales Records and Electronic Credit Records Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Banks shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer clearly and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall containconspicuously marked “PUBLIC” which, at a minimum, shall mean that the information required for each Electronic Sales Record word “PUBLIC” shall appear prominently on the first page thereof; (x) by Section 3.7 and marking Borrower Materials “PUBLIC,” the Borrower shall be made in deemed to have authorized the form Administrative Agent, the LC Issuer and the Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of the Settlement File or any other format acceptable to Servicer in its sole discretion, United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 9.11); (iy) Carrier will not change all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the format of such electronic submissions without first obtaining Servicer’s consent Platform designated “Public Side Information;” and (iiz) if Carrier requests the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements portion of the approved format, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange CommissionPlatform that is not designated “Public Side Information. (c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.

Electronic Transmission. Lender may authorize Borrower to send to Lender or receive from Lender instructions, notices, communications, requests, authorizations, agreements and reports to be delivered to or transmitted by Lender under this Agreement by electronic means (each, an "Electronic Transmission"). Any documents authorized by Lender to be sent by Electronic Transmission shall be deemed: (a) When to have been transmitted by the Person indicated on or reflected by the Electronic Sales Records and Electronic Credit Records are submitted Transmission as the sender; (b) to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6have been transmitted by a Person duly authorized to do so, and processed (c) to have been received by Servicer’s Terminal processorthe Person for whom such documents were intended on the actual date of receipt of such documents, unless such Electronic Sales Records and Electronic Credit Records day is not a Business Day, in which event such documents shall be submitted deemed to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with have been received on the computer system of Servicer and shall comply with Section 6.2 of the Agreementfirst Business Day following actual receipt. Each party may rely upon, and assume the authenticity of, any signatures contained in any documents Lender authorizes to be transmitted by Electronic Transmission, and such electronic transmission signatures shall contain, at a minimum, have the information required for each Electronic Sales Record by Section 3.7 same effect and weight as original signatures and shall be made in the form of the Settlement File or any other format acceptable sufficient to Servicer in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions without first obtaining Servicer’s consent and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet satisfy the requirements of the approved formatUCC or any applicable statute, Servicer rule of law, or rule of evidence. Electronic Transmissions which are not readily capable of bearing either a signature or a reproduction of a signature shall use reasonable efforts be deemed signed, for purposes of the UCC and all other rules of law and evidence, if an electronic symbol, encryption, or process (including the name or an abbreviation of the name of the party sending the Electronic Transmission) has been attached to advise Carrier within eight hours or logically associated with the Electronic Transmission with the intent to sign, authenticate, adopt, or accept the Electronic Transmission. The parties agree not to contest the validity or enforceability of an Electronic Transmission under the provisions of any applicable law relating to whether certain agreements are to be in a writing or signed by the party to be bound thereby. However, nothing herein shall limit a party's right to contest whether an Electronic Transmission maintained hereunder has been altered after receipt. On the request of the sender, the receiving party shall immediately confirm the receipt of sameany Electronic Transmission. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer of If any Electronic Transmission is received in an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, unintelligible or preclude Member or Servicer from exercisinggarbled form, the right of Chargeback. 7.2 Carrier receiving party shall retain, or cause to be retained, each original Sales Record notify the transmitting party in a reasonable manner promptly and Credit Record and in any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from event within one Business Day after the date each such Retained Document is submitted to Servicer for processingreceiving party first detects the error. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s Upon receipt of such requestnotice, Carrier the transmitting party shall deliver retransmit the Electronic Transmission. If the receiving party fails timely to Servicer a copyinform the transmitting party of an error in the received, or but garbled Electronic Transmission, the original if specifically requested by Servicer, transmitting party's record of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy contents of such Electronic Transmission shall control. The sender of any documents transmitted by Electronic Transmission shall maintain backup paper documents for such documents until at least eighteen (18) months from the third anniversary of the date of the termination of this Agreement and shall, on which each request of the receiving party, furnish such document is submitted backup paper documents within two Business Days of the receipt of a request therefor; provided that the absence of any such backup documentation with respect to Servicer a request for processinga Revolving Credit Advance by Borrower shall not affect the validity of any request for a Revolving Credit Advance transmitted to Lender, whether by Electronic Transmission or otherwise. Each party may rely upon documents authorized by Lender to be sent by Electronic Transmission to the same extent as if original documents had been personally delivered.

Electronic Transmission. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (a“Instructions”) When given pursuant to this Eleventh Supplemental Indenture and delivered using Electronic Sales Records and Electronic Credit Records are submitted to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, Means (as provided in Section 6.6, and processed by Servicer’s Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer in its sole discretion, defined below); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) Carrier will not change to assume all risks arising out of the format use of such electronic submissions Electronic Means to submit Instructions to the Trustee, including without first obtaining Servicer’s consent limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if Carrier requests any) to be followed in connection with its transmission of Instructions provide to it a change commercially reasonable degree of protection in format with respect light of its particular needs and circumstances; and (iv) to such electronic submissionsnotify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” means the following communications methods: e-mail, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in formatfacsimile transmission, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s right to withhold consent with respect to such format change. (b) If an secure electronic transmission of Travel Costs does not meet the requirements of the approved formatcontaining applicable authorization codes, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required passwords and/or authentication keys issued by the terms of the Agreement, shall not constitute a waiver ofTrustee, or preclude Member another method or Servicer from exercising, system specified by the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary Trustee as available for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, use in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processingconnection with its services hereunder. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.[SIGNATURE PAGE FOLLOWS]

Electronic Transmission. (a) When Electronic Sales Records and Electronic Credit Records are submitted to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6, and processed by Servicer’s 's Terminal processor, such Electronic Sales Records and Electronic Credit Records shall be submitted to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with the computer system of Servicer and shall comply with Section 6.2 of the Agreement. Each such electronic transmission shall contain, at a minimum, the information required for each Electronic Sales Record by Section 3.7 and shall be made in the form of the Settlement File or any other format acceptable to Servicer in its sole discretion, provided, however, that (i) Carrier will not change the format of such electronic submissions without first obtaining Servicer’s 's consent, which consent shall not be unreasonably withheld or delayed and (ii) if Carrier requests a change in format with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing by Servicer shall not constitute consent to such format change and shall not in any way limit Servicer’s 's right to reasonably withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements of the approved format, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of same. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause to be retained, each original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“"Retained Documents”") relating to those Transactions transmitted to Servicer directly by CarrierXxxxxxx, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s Xxxxxxx's receipt of Servicer’s 's request for the same, but in no event later than fourteen (14) calendar days following Carrier’s Xxxxxxx's receipt of such request, Carrier shall deliver deliver, or cause to be delivered, to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processing.

Electronic Transmission. Lender may authorize Borrower to send to Lender or receive from Lender instructions, notices, communications, requests, authorizations, agreements and reports to be delivered to or transmitted by Lender under this Agreement by electronic means (each, an "Electronic Transmission"). Any documents authorized by Lender to be sent by Electronic Transmission shall be deemed: (a) When to have been transmitted by the person indicated on or reflected by the Electronic Sales Records and Electronic Credit Records are submitted Transmission as the sender; (b) to Servicer electronically, other than Electronic Sales Records and Electronic Credit Records originating from Terminals, as provided in Section 6.6have been transmitted by a person duly authorized to do so, and processed (c) to have been received by Servicer’s Terminal processorthe person for whom such documents were intended on the actual date of receipt of such documents, unless such Electronic Sales Records and Electronic Credit Records day is not a Business Day, in which event such documents shall be submitted deemed to Servicer by means of a summary of all Travel Costs by electronic transmission compatible with have been received on the computer system of Servicer and shall comply with Section 6.2 of the Agreementfirst Business Day following actual receipt. Each party may rely upon, and assume the authenticity of, any signatures contained in any documents Lender authorizes to be transmitted by Electronic Transmission, and such electronic transmission signatures shall contain, at a minimum, have the information required for each Electronic Sales Record by Section 3.7 same effect and weight as original signatures and shall be made sufficient to satisfy the requirements of the UCC or any applicable statute, rule of law, or rule of evidence. Electronic Transmissions which are not readily capable of bearing either a signature or a reproduction of a signature shall be deemed signed, for purposes of the UCC and all other rules of law and evidence, if an electronic symbol, encryption, or process (including, without limitation, the name or an abbreviation of the name of the party sending the Electronic Transmission) has been attached to or logically associated with the Electronic Transmission with the intent to sign, authenticate, adopt, or accept the Electronic Transmission. The parties agree not to contest the validity or enforceability of an Electronic Transmission under the provisions of any applicable law relating to whether certain agreements are to be in a writing or signed by the party to be bound thereby. However, nothing herein shall limit a party's right to contest whether an Electronic Transmission maintained hereunder has been altered after receipt. On the request of the sender, the receiving party shall immediately confirm the receipt of any Electronic Transmission. If any Electronic Transmission is received in an unintelligible or garbled form, the receiving party shall notify the transmitting party in a reasonable manner promptly and in any event within one (1) Business Day after the receiving party first detects the error. Upon receipt of such notice, the transmitting party shall retransmit the Electronic Transmission. If the receiving party fails timely to inform the transmitting party of an error in the form received, but garbled Electronic Transmission, the transmitting party's record of the Settlement File or contents of such Electronic Transmission shall control. The sender of any other format acceptable to Servicer in its sole discretiondocuments transmitted by Electronic Transmission shall maintain backup paper documents for such documents until at least the third anniversary of the date of the termination of this Agreement and shall, on request of the receiving party, furnish such backup paper documents within two Business Days of the receipt of a request therefor; provided, however, that (i) Carrier will not change the format absence of any such electronic submissions without first obtaining Servicer’s consent and (ii) if Carrier requests a change in format backup documentation with respect to such electronic submissions, Servicer may test such electronic submissions (in the requested format) prior to consenting to such change in format, and such testing a request for a Revolving Credit Advance by Servicer any Borrower shall not constitute consent affect the validity of any request for a Revolving Credit Advance transmitted to such format change and shall not in any way limit Servicer’s right to withhold consent with respect to such format change. (b) If an electronic transmission of Travel Costs does not meet the requirements of the approved formatLender, Servicer shall use reasonable efforts to advise Carrier within eight hours of receipt of samewhether by Electronic Transmission or otherwise. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) Any acceptance Each party may rely upon documents authorized by Servicer of an electronic transmission of Travel Costs which does not comply with the appropriate format or, if in the appropriate format, does not contain the information in respect to each Travel Cost summarized therein required by the terms of the Agreement, shall not constitute a waiver of, or preclude Member or Servicer from exercising, the right of Chargeback. 7.2 Carrier shall retain, or cause Lender to be retained, each sent by Electronic Transmission to the same extent as if original Sales Record and Credit Record and any other documentation necessary for Member or Servicer to satisfy applicable Operating Regulations (“Retained Documents”) relating to those Transactions transmitted to Servicer directly by Carrier, in each case for at least eighteen (18) months from the date each such Retained Document is submitted to Servicer for processing. Promptly upon Carrier’s receipt of Servicer’s request for the same, but in no event later than fourteen (14) calendar days following Carrier’s receipt of such request, Carrier shall deliver to Servicer a copy, or the original if specifically requested by Servicer, of the requested document. Notwithstanding the foregoing, either Carrier or Servicer may elect to hold in its custody Retained Documents for no more than 180 days provided such Party retains a microfilmed or microfiched (or other mutually acceptable medium) copy of such documents for at least eighteen (18) months from the date on which each such document is submitted to Servicer for processinghad been personally delivered.