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<br />-6- <br />(b) Headings, etc. The headings and captions of various paragraphs of <br />this Agreement are for convenience of reference only and are not to be construed as defining or <br />limiting, in any way, the scope or intent of the provisions hereof. <br />(c) Duplicate Originals, Counterparts. This Agreement may be <br />executed in any number of duplicate originals and each duplicate original shall be deemed to be <br />an original. This Agreement may be executed in several counterparts, each of which <br />counterparts shall be deemed an original instrument and all of which together shall constitute a <br />single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart <br />hereof, shall not relieve the other signatories from their obligations hereunder. Any signature on <br />a copy of this Agreement or any document necessary or convenient thereto sent by facsimile, or <br />by PDF, shall be binding upon transmission by facsimile, or by PDF, and the facsimile or PDF <br />copy may be utilized for the purposes of this Agreement. The words “execution,” signed,” <br />“signature,” and words of like import in this Agreement or in any other certificate, agreement or <br />document related to this Agreement shall include images of manually executed signatures <br />transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or <br />“jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). <br />Notwithstanding the foregoing, unless otherwise agreed to by Lender, in its sole discretion, the <br />signatures of Borrower and City to this Agreement shall be in the form of an image of its <br />manually executed signature transmitted by facsimile or other electronic format (including, <br />without limitation, “pdf”, “tif” or “jpg”) or an electronic signature executed through DocuSign. <br />The use of electronic signatures and electronic records (including, without limitation, any <br />contract or other record created, generated, sent, communicated, received, or stored by electronic <br />means) shall be of the same legal effect, validity and enforceability as a manually executed <br />signature or use of a paper-based record-keeping system to the fullest extent permitted by <br />applicable law, including the Federal Electronic Signatures in Global and National Commerce <br />Act and Records Act and any other applicable law, including, without limitation, any state law <br />based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Each of <br />Borrower and City hereby waive any defenses to the enforcement of the terms of this Agreement <br />based on the form of the signature, and hereby agree that such electronically transmitted or <br />signed signatures shall be conclusive proof, admissible in judicial proceedings, of the parties’ <br />execution of this Agreement. <br />(d) Defined Terms. Any capitalized terms not otherwise defined herein <br />shall be defined as set forth in the Development Agreement. <br /> <br />[NO FURTHER TEXT ON THIS PAGE]