amendmentno2annexifinal






EXHIBIT 10.1    AMENDMENT NO. 2 TO CREDIT AGREEMENT  This AMENDMENT NO. 2 TO CREDIT AGREEMENT is dated as of April 14, 2021 (this  “Amendment”), by and among Jones Lang LaSalle Finance B.V., a private company with limited  liability (a besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of  The Netherlands (the “Borrower”), the Guarantors party hereto, the lenders party hereto, and  Bank of Montreal, as Administrative Agent.  PRELIMINARY STATEMENTS   A. The Borrower, the Guarantors, the Lenders party thereto and the Administrative  Agent have heretofore entered into that certain Second Amended and Restated Multicurrency  Credit Agreement, dated as of June 21, 2016, as amended by the Amendment No. 1 to Credit  Agreement dated as of May 16, 2018 (the “Credit Agreement”); and   B. The parties hereto wish to enter into certain amendments, supplements or other  modifications to the Credit Agreement provided herein, subject to the terms and conditions set  forth below.  NOW, THEREFORE, in consideration of the premises set forth above, the terms and  conditions contained herein and other good and valuable consideration, the receipt and  sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound  hereby, agree as follows:  ARTICLE I  DEFINITIONS   Section 1.1 Use of Defined Terms.  Unless otherwise defined or the context otherwise  requires, terms for which meanings are provided in the Credit Agreement as amended hereby (as  so amended, the “Amended Credit Agreement”) shall have such meanings when used in this  Amendment.  ARTICLE II  AMENDMENTS   Section 2.1 The Credit Agreement is, effective as of the Amendment No. 2 Effective  Date (as defined herein), hereby amended to delete the stricken text (indicated textually in the  same manner as the following example: stricken text) and to add the double-underlined text  (indicated textually in the same manner as the following example: double-underlined text) as set  forth in the pages of the Amended Credit Agreement attached as Annex I hereto, except that any  Schedule or Exhibit to the Credit Agreement not amended pursuant to the terms of this  Amendment or otherwise included as part of said Annex I shall remain in effect without any  amendment or other modification thereto.  





 






- 2 -  ARTICLE III  CONDITIONS PRECEDENT   Section 3.1 Effectiveness.  This Amendment shall become effective on the date (the  “Amendment No. 2 Effective Date”) on which each of the following conditions precedent are  satisfied or duly waived:   (a) The Administrative Agent shall have received this Amendment duly  executed by the Borrower, each Guarantor, each Continuing Lender (as defined herein)  and each New Lender (as defined herein);   (b) The Administrative Agent shall have received for each Lender in form and  substance satisfactory to the Administrative Agent the favorable written opinion of  (i) Alan K. Tse, Esquire, Chief Legal Officer to the Borrower and Guarantors,  (ii) Loyens & Loeff N.V., Dutch counsel to the Borrower, (iii) Baker & McKenzie,  English counsel to Jones Lang LaSalle Limited, (iv)  Baker & McKenzie, German  counsel to Jones Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate,  Meagher & Flom LLP, special Illinois counsel to the Borrower and Guarantors;   (c)  The Administrative Agent shall have received for each Lender copies of  the deed of incorporation of the Borrower, the articles of association of the Borrower in  force on the Amendment No. 2 Effective Date and an up-to-date extract of the trade  register of the chamber of commerce relating to the Borrower, each certified by a  managing director of the Borrower to be correct and complete;   (d) The Administrative Agent shall have received copies of the Certificate of  Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by  its secretary or an assistant secretary (or its equivalent);   (e) The Administrative Agent shall have received copies, certified by the  secretary, or assistant secretary or authorized signatory (or its equivalent) of the  Borrower’s and each Guarantor’s board of directors’ resolutions (or its equivalent)  authorizing the execution of this Amendment and the other Credit Documents in  connection therewith to which it is a party (which may be executed by electronic  signature to the extent such signatures are binding under the laws of the applicable  jurisdiction in accordance with Section 12.9 of the Amended Credit Agreement);   (f) The Administrative Agent shall have received certificates, executed by the  secretary or assistant secretary of each Guarantor, which shall identify by name and title  and bear the signature of the partners or officers authorized to sign this Amendment and  the other Credit Documents in connection therewith to which it is a party (which may be  executed by electronic signature to the extent such signatures are binding under the laws  of the applicable jurisdiction);   (g) The Administrative Agent shall have received copies of the certificates of  good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days  





 






- 3 -  prior to the date hereof) from the office of the secretary of the state of its incorporation or  organization;   (h) The Administrative Agent and each Lender shall have received for each  fiscal year of the Parent through the fiscal year ending December 31, 2023, a business  plan showing in reasonable detail projected operating budgets, consolidated revenues,  expenses, and balance sheets on an annual basis, such business plan to be in form and  substance satisfactory to the Administrative Agent and each Lender;   (i) The Administrative Agent and each Lender shall have received,  sufficiently in advance of the Amendment No. 2 Effective Date, all documentation and  other information required by applicable regulatory authorities under applicable “know  your customer” and anti-money laundering rules and regulations, including the Act; and   (j) The Borrower or any Guarantor that qualifies as a “legal entity customer”  under the Beneficial Ownership Regulation shall have delivered a Beneficial Ownership  Certification in relation to such Borrower or Guarantor.   (k) The Administrative Agent shall have received the fees for the Lenders  agreed in writing between the Parent and the Joint Lead Arrangers.   (l) The Administrative Agent shall have received evidence in form and  substance satisfactory to the Administrative Agent that the Parent has complied with the  Note Agreement automatic amendment provision contained in the definition of  “Permitted Adjustment”.  The Administrative Agent shall notify the Borrower and the Lenders of the Amendment  No. 2 Effective Date and such notice shall be conclusive and binding.  ARTICLE IV  REPRESENTATIONS AND WARRANTIES   Section 4.1  Credit Agreement Representations.  The Borrower and each Guarantor  hereby represents and warrants that:   (a) Each of its representations and warranties contained in Section 5 of the  Amended Credit Agreement is true and correct in all material respects (where not already  qualified by materiality, otherwise in all respects) as of the Amendment No. 2 Effective  Date (except to the extent such representation or warranty specifically relates to an earlier  date, in which case such representation is made as of such earlier date.   (b) At the time of and after giving effect to this Amendment, no Default or  Event of Default has occurred and is continuing.  





 






- 4 -  ARTICLE V  MISCELLANEOUS PROVISIONS   Section 5.1 Ratification of and References to the Credit Agreement.  Except for the  amendments expressly set forth above, the Credit Agreement and each other Credit Document is  hereby ratified, approved and confirmed in each and every respect.  Reference to this specific  Amendment need not be made in the Credit Agreement, the Note(s), or any other instrument or  document executed in connection therewith, or in any certificate, letter or communication issued  or made pursuant to or with respect to the Credit Agreement, any reference in any of such items  to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.  The Borrower, Guarantors and Lenders acknowledge and agree that this Amendment shall  constitute a Credit Document.    Section 5.2  Revolving Credit Commitments.  From and after the Amendment No. 2  Effective Date, (a)(i) the commitments of those Lenders under the Credit Agreement that are  continuing as Lenders on and after the Amendment No. 2 Effective Date (the “Continuing  Lenders”) shall be amended as set forth on Schedule 1 to the Amended Credit Agreement and  (ii) the commitments of those “Lenders” under the Credit Agreement that are not continuing as  Lenders on and after the Amendment No. 2 Effective Date (the “Non-Continuing Lenders”)  shall automatically be terminated and cease to have any further force or effect without further  action by any Person, and shall be replaced with the respective Commitments of such Continuing  Lenders and of those Lenders party to this Agreement that were not “Lenders” under the Credit  Agreement immediately prior to the Amendment No. 2 Effective Date (the “New Lenders”); and  (b) all outstanding Revolving Loans of the Non-Continuing Lenders shall be repaid in full  (together with all interest accrued thereon and amounts payable pursuant to Section 1.12 of the  Credit Agreement in connection with such payment, and all fees accrued under the Credit  Agreement through the Amendment No. 2 Effective Date) on the Amendment No. 2 Effective  Date (and the Borrower  shall pay to each Continuing Lender all amounts, if any, payable  pursuant to Section 1.12 hereof of the Credit Agreement as if the outstanding Revolving Loans  had been prepaid on the Amendment No. 2 Effective Date).  The Continuing Lenders and New Lenders each agree to make such purchases and sales  of interests in the Revolving Loans and L/C Obligations outstanding on the Amendment No. 2  Effective Date between themselves so that each Continuing Lender and New Lender is then  holding its relevant Revolver Percentage of outstanding Revolving Loans and risk participation  interests in outstanding L/C Obligations based on their Revolving Credit Commitments as in  effect after giving effect hereto (such purchases and sales shall be arranged through the  Administrative Agent and each Lender hereby agrees to execute such further instruments and  documents, if any, as the Administrative Agent may reasonably request in connection therewith),  with all subsequent extensions of credit under this Agreement (including, without limitation,  participations in respect of all Swingline Loans and Letters of Credit) to be made in accordance  with the respective Revolving Credit Commitments of the Lenders and the respective Letter of  Credit Commitments of the L/C Issuers from time to time party to the Amended Credit  Agreement.  





 






- 5 -   Section 5.3 Headings.  The various headings of this Amendment are for convenience of  reference only, are not part of this Amendment and shall not affect the construction of, or be  taken into consideration in interpreting, this Amendment.   Section 5.4 Execution in Counterparts.  This Amendment may be executed in  counterparts (and by different parties hereto on different counterparts), each of which shall  constitute an original, but all of which when taken together shall constitute a single agreement.   Delivery of executed counterparts of this Amendment by telecopy or by email transmission of an  Adobe portable document format file (also known as a “PDF” file) shall be effective as an  original.   Section 5.5 No Other Amendments.  Except for the amendments expressly set forth in  the Amended Credit Agreement, the text of the Credit Agreement and the other Credit  Documents shall remain unchanged and in full force and effect, and the Lenders and the  Administrative Agent expressly reserve the right to require strict compliance with the terms of  the Credit Agreement and the other Credit Documents.   Section 5.6 Costs and Expenses.  The Company agrees to pay on demand all reasonable  costs and expenses of or incurred by the Administrative Agent in connection with the  negotiation, preparation, execution and delivery of this Amendment, including the reasonable  fees and expenses of counsel for the Administrative Agent, in each case in accordance with  Section 12.15 of the Amended Credit Agreement.   Section 5.7 Governing Law.  This Amendment (including this Section), and the rights  and duties of the parties hereto, shall be construed and determined in accordance with the  internal laws of the State of Illinois.   Section 5.8. Submission to Jurisdiction; Waiver of Jury Trial.  The Borrower and each  Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the  Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for  purposes of all legal proceedings arising out of or relating to this Amendment or the transactions  contemplated hereby or thereby.  The Borrower and each Guarantor irrevocably waives, to the  fullest extent permitted by law, any objection which it may now or hereafter have to the laying of  the venue of any such proceeding brought in such a court and any claim that any such proceeding  brought in such a court has been brought in an inconvenient forum.  The Borrower, each  Guarantor, the Administrative Agent, each L/C Issuer and each Lender hereby irrevocably  waives any and all right to trial by jury in any legal proceeding arising out of or relating to  this Amendment or the transactions contemplated hereby.   [Remainder of page intentionally left blank]  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers or  representatives to execute and deliver this Amendment as of the date first above written.    JONES LANG LASALLE FINANCE B.V.    By: /s/ Pieter Hendrikse   Name: Pieter Hendrikse   Title: Director    JONES LANG LASALLE INCORPORATED, as  Guarantor    By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Executive Vice President and  Treasurer    JONES LANG LASALLE CO-INVESTMENT, INC., as  Guarantor    By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Vice President and Treasurer    JONES LANG LASALLE JONES LANG LASALLE  INTERNATIONAL, INC., as Guarantor    By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Vice President and Treasurer    LASALLE INVESTMENT MANAGEMENT, INC., as  Guarantor    By: /s/ Michael J. Ricketts   Name: Michael J. Ricketts   Title: Chief Financial Officer- LaSalle            





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  JONES LANG LASALLE AMERICAS, INC., AS  GUARANTOR    By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Executive Vice President, Treasurer,  and Assistant Secretary  JONES LANG LASALLE LIMITED, as Guarantor    By: /s/ Gordon Repp   Name: Gordon Repp   Title: Attorney-in-Fact  JONES LANG LASALLE SE, as Guarantor    By: /s/ Louis F. Bowers   Name: Louis F. Bowers   Title: Attorney-in-Fact     JONES LANG LASALLE NEW ENGLAND LLC, AS  GUARANTOR    By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Executive Vice President and Global  Treasurer    JONES LANG LASALLE BROKERAGE, INC., AS  GUARANTOR    By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Treasurer    





 






  Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  “LENDERS”  BANK OF MONTREAL, individually as a Lender,  as Administrative Agent, Swingline Bank and  L/C Issuer  By: /s/ Gwendolyn Gatz   Name: Gwendolyn Gatz   Title: Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  BANK OF AMERICA, N.A., as a Lender and  L/C Issuer  By: /s/ Jonathan M. Phillips   Name: Jonathan M. Phillips   Title: Senior Vice President  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  WELLS FARGO BANK, N.A.  By: /s/ Peg Laughlin   Name: Peg Laughlin   Title: Senior Vice President    





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    JPMORGAN CHASE BANK, NATIONAL  ASSOCIATION  By: /s/ Austin Lotito   Name: Austin Lotito   Title: Executive Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  HSBC BANK USA, NATIONAL ASSOCIATION  By: /s/ Andrew M. Horn   Name: Andrew M. Horn   Title: Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    HSBC CONTINENTAL EUROPE  By: /s/ Frederic Sammut   Name: Frederic Sammut   Title: Director  By: /s/ Eric Beautheac   Name: Eric Beautheac   Title: Associate Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  NATIONAL WESTMINISTER BANK PLC  By: /s/ Robert Budgen   Name: Robert Budgen   Title: Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  BARCLAYS BANK PLC  By: /s/ Marijana Burton   Name: Marijana Burton   Title: Authorized Signatory  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  U.S. BANK NATIONAL ASSOCIATION  By: /s/ Terrence J. Ward   Name: Terrence J. Ward   Title: Senior Vice President  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  PNC BANK, NATIONAL ASSOCIATION  By: /s/ Steven Pachla   Name: Steven Pachla   Title: Vice President  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  ING BANK N.V., DUBLIN BRANCH  By: /s/ Sean Hassett   Name: Sean Hassett   Title: Director  By: /s/ Ciaran Dunne   Name: Ciaran Dunne   Title: Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    FIFTH THIRD BANK   By: /s/ Kurt Marsan   Name: Kurt Marsan   Title: Vice President  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    CAPITAL ONE, N.A.  By: /s/ Paul Isaac   Name: Paul Isaac   Title: Duly Authorized Signatory  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  MUFG BANK, LTD. (formerly known as The  Bank of Tokyo-Mitsubishi UFJ, Ltd., New  York Branch)  By: /s/ Jeffrey Flagg   Name: Jeffrey Flagg   Title: Authorized Signatory    





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    SOCIÉTÉ GÉNÉRALE  By: /s/ Andrew Johnman   Name: Andrew Johnman   Title: Co-Head of Technology Banking    





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    DEUTSCHE BANK AG NEW YORK BRANCH  By: /s/ Ming K. Chu   Name: Ming K. Chu   Title: Director  By: /s/ Marko Lukin   Name: Marko Lukin   Title: Vice President  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    CITIBANK, N.A.  By: /s/ Michael Saurer   Name: Michael Saurer   Title: Senior Vice President  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  WESTPAC BANKING CORPORATION  By: /s/ Stuart Brown   Name: Stuart Brown   Title: Tier Two Attorney    





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  COMERICA BANK  By: /s/ John Lascody   Name: John Lascody   Title: Vice President    





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  NATIONAL AUSTRALIA BANK LIMITED,  A.B.N. 12 004 044 937  By: /s/ John Allan-Smith   Name: John Allan-Smith   Title: Head of Client Coverage - US  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement    THE BANK OF NEW YORK MELLON  By: /s/ Abdullah Dahman   Name: Abdullah Dahman   Title: Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement      AUSTRALIA AND NEW ZEALAND BANKING  GROUP LIMITED  By: /s/ Cynthia Dioquino   Name: Cynthia Dioquino   Title: Associate Director  





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  THE NORTHERN TRUST COMPANY  By: /s/ Joseph A. Kozak   Name: Joseph A. Kozak   Title: Second Vice President    





 






Signature Page to   Second Amendment to   Jones Lang LaSalle B.V. Credit Agreement  MORGAN STANLEY BANK, N.A.  By: /s/ Michael King   Name: Michael King   Title: Authorized Signatory            





 






    ANNEX I  CONFORMED CREDIT AGREEMENT    





 






ANNEX I      SECOND AMENDED AND RESTATED  MULTICURRENCY CREDIT AGREEMENT  DATED AS OF JUNE 21, 2016   AS AMENDED BY AMENDMENT NO. 1   DATED AS OF MAY 16, 2018  AND AMENDMENT NO. 2  DATED AS OF APRIL 14, 2021    AMONG  JONES LANG LASALLE FINANCE B.V.,  THE GUARANTORS PARTY HERETO,  THE LENDERS PARTY HERETO,  AND  BANK OF MONTREAL,  as Administrative Agent    BMO CAPITAL MARKETS CORP.,  and  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED  BOFA SECURITIES, INC.,  as  Joint Book RunnersLead Arrangers,    BMO CAPITAL MARKETS CORP.,  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,  BARCLAYS BANK PLC,  THE ROYAL BANK OF SCOTLAND PLC  BOFA SECURITIES, INC.,  HSBC SECURITIES (USA) INC.,  JPMORGAN CHASE BANK, N.A.,  WELLS FARGO BANK, N.A.,  and  HSBC SECURITIES (USA), INC.,, LLC  as   Joint Lead Arrangers,Book Runners  BANK OF AMERICA, N.A.,  as Syndication Agent,  and  BARCLAYS BANK PLC,    





 






1055239.02B-CHISR02A - MSW  NATIONAL WESTMINSTER BANK PLC,   as  Sustainability Coordinator    





 






1055239.02B-CHISR02A - MSW      BANK OF AMERICA, N.A.,  WELLS FARGO BANK, N.A.  HSBC SECURITIES (USA) INC.,  JPMORGAN CHASE BANK, N.A.  as   Co-Syndication Agents,    and    NATIONAL WESTMINSTER BANK PLC,   BARCLAYS BANK PLC  U.S. BANK NATIONAL ASSOCIATION,  FIFTH THIRD BANK,  PNC BANK, NATIONAL ASSOCIATION,  HSBC BANK USA, N.A.,  U.S. BANK NATIONAL ASSOCIATION,  and  WELLS FARGO BANK,  ING BANK N.AV., DUBLIN BRANCH   as   Co-Documentation Agents  





 






  -i-  TABLE OF CONTENTS    (This Table of Contents is not part of the Agreement)  SECTION HEADING PAGE  SECTION 1. THE CREDIT FACILITIES ................................................................................1  Section 1.1. Revolving Credit Commitments ............................................................1  Section 1.2. The Swingline. .......................................................................................2  Section 1.3. Letters of Credit .....................................................................................4  Section 1.4. Applicable Interest Rates .......................................................................9  Section 1.5. Minimum Borrowing Amounts .............................................................9  Section 1.6. Manner of Borrowing Loans and Designating Interest Rates Applicable  to Loans ..................................................................................................9  Section 1.7. Interest Periods.....................................................................................12  Section 1.8. Maturity of Loans ................................................................................13  Section 1.9. Prepayments .........................................................................................13  Section 1.10. Default Rate. ........................................................................................14  Section 1.11. Evidence of Indebtedness; Notes .........................................................15  Section 1.12. Funding Indemnity. ..............................................................................15  Section 1.13. Commitment Terminations ..................................................................16  Section 1.14. Substitution of Lenders ........................................................................17  Section 1.15. Increase in Revolving Credit Commitments and New Term Loans ....18  Section 1.16. Defaulting Lenders...............................................................................20  Section 1.17. Cash Collateral for Fronting Exposure ................................................23  Section 1.18. Extension of Termination Date ............................................................24  Section 1.19. Sustainability Adjustments ..................................................................25  SECTION 2. FEES ........................................................................................................2327  Section 2.1. Fees ..................................................................................................2327  SECTION 3. PLACE AND APPLICATION OF PAYMENTS ................................................2428  SECTION 4. DEFINITIONS; INTERPRETATION ..............................................................2529  Section 4.1. Definitions........................................................................................2529  Section 4.2. Interpretation ....................................................................................5167  Section 4.3. Change in Accounting Principles.....................................................5167  Section 4.4. Limited Condition Acquisition ........................................................5167  Section 4.5. Letter of Credit Amounts .................................................................5268  Section 4.6. Rates .....................................................................................................68  SECTION 5. REPRESENTATIONS AND WARRANTIES ....................................................5269  Section 5.1. Corporate Organization and Authority ............................................5269  





 






  -ii-  Section 5.2. Subsidiaries ......................................................................................5370  Section 5.3. Authority and Validity of Obligations .............................................5370  Section 5.4. Financial Statements ........................................................................5471  Section 5.5. No Litigation; Compliance with Laws .............................................5471  Section 5.6. Taxes ................................................................................................5471  Section 5.7. Approvals .........................................................................................5572  Section 5.8. ERISA ..............................................................................................5572  Section 5.9. Government Regulation ...................................................................5572  Section 5.10. Margin Stock ....................................................................................5572  Section 5.11. Licenses and Authorizations ............................................................5572  Section 5.12. Ownership of Property; Liens ..........................................................5673  Section 5.13. No Burdensome Restrictions; Compliance with Agreements .........5673  Section 5.14. Accuracy of Information ..................................................................5673  Section 5.15. Sanction Programs ...........................................................................5673  Section 5.16. Claims Pari Passu .............................................................................5774  SECTION 6. CONDITIONS PRECEDENT ........................................................................5774  Section 6.1. Initial Credit Event ...........................................................................5774  Section 6.2. All Credit Events..............................................................................5875  SECTION 7. COVENANTS ............................................................................................5976  Section 7.1. Corporate Existence; Subsidiaries ...................................................5976  Section 7.2. Maintenance .....................................................................................5976  Section 7.3. Taxes ................................................................................................5977  Section 7.4. ERISA ..............................................................................................6077  Section 7.5. Insurance ..........................................................................................6077  Section 7.6. Financial Reports and Other Information ........................................6077  Section 7.7. Lender Inspection Rights .................................................................6279  Section 7.8. Conduct of Business ........................................................................6280  Section 7.9. Liens .................................................................................................6280  Section 7.10. Use of Proceeds; Regulation U ........................................................6481  Section 7.11. [Reserved] ........................................................................................6481  Section 7.12. Mergers, Consolidations and Sales of Assets ..................................6482  Section 7.13. Use of Property and Facilities; Environmental and Health and Safety  Laws .................................................................................................6582  Section 7.14. Acquisitions .....................................................................................6582  Section 7.15. Net Cash Flow Leverage Ratio ........................................................6583  Section 7.16. Cash Interest Coverage Ratio...........................................................6683  Section 7.17. Dividends and Other Shareholder Distributions ..............................6683  Section 7.18. Indebtedness .....................................................................................6683  Section 7.19. Transactions with Affiliates .............................................................6684  Section 7.20. Compliance with Laws ....................................................................6784  Section 7.21. Additional Guarantors ......................................................................6785  Section 7.22. Compliance with Sanction Programs ...............................................6785  





 






  -iii-  SECTION 8. EVENTS OF DEFAULT AND REMEDIES .....................................................6886  Section 8.1. Events of Default .............................................................................6886  Section 8.2. Non-Bankruptcy Defaults ................................................................7088  Section 8.3. Bankruptcy Defaults ........................................................................7088  Section 8.4. Collateral for Undrawn Letters of Credit .........................................7088  Section 8.5. Application of Payments ..................................................................7189  Section 8.6. Notice of Default..............................................................................7290  Section 8.7. Expenses ..........................................................................................7290  SECTION 9. CHANGE IN CIRCUMSTANCES ..................................................................7290  Section 9.1. Change of Law .................................................................................7290  Section 9.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,  LIBOR..............................................................................................7391  Section 9.3. Increased Cost and Reduced Return ................................................7591  Section 9.4. Lending Offices ...............................................................................7793  Section 9.5. Discretion of Lender as to Manner of Funding ................................7793  Section 9.6. Effect of Benchmark Transition Event ................................................93  SECTION 10. THE ADMINISTRATIVE AGENT ................................................................7796  Section 10.1. Appointment and Authorization of Administrative Agent ..............7796  Section 10.2. Administrative Agent and its Affiliates ...........................................7796  Section 10.3. Action by Administrative Agent ......................................................7896  Section 10.4. Consultation with Experts ................................................................7897  Section 10.5. Liability of Administrative Agent; Credit Decision ........................7897  Section 10.6. Indemnity .........................................................................................7997  Section 10.7. Resignation of Administrative Agent and Successor Agent ............7998  Section 10.8. L/C Issuers and Swingline Lender. ..................................................8099  Section 10.9. Authorization to Release Guaranties .............................................81100  Section 10.10. Authorization of Administrative Agent to File Proofs of Claim ...81100  Section 10.11. Designation of Additional Agents .................................................82101  Section 10.12. Certain ERISA Matters ..................................................................82101  Section 10.13. Swap Obligations and Bank Product Obligations Arrangements ......103  Section 10.14. Recovery of Erroneous Payments ......................................................103  SECTION 11. THE GUARANTEES ................................................................................84104  Section 11.1. The Guarantees ..............................................................................84104  Section 11.2. Guarantee Unconditional ...............................................................85104  Section 11.3. Discharge Only Upon Payment in Full; Reinstatement in Certain  Circumstances ................................................................................86105  Section 11.4. Waivers ..........................................................................................86106  Section 11.5. Limit on Recovery .........................................................................87106  Section 11.6. Stay of Acceleration .......................................................................87106  Section 11.7. Benefit to Guarantors .....................................................................87107  Section 11.8. Guarantor Covenants .....................................................................87107  





 






  -iv-  Section 11.9 Release of Guarantors ....................................................................87107  SECTION 12. MISCELLANEOUS ..................................................................................87107  Section 12.1. Taxes ..............................................................................................87107  Section 12.2. No Waiver of Rights ......................................................................89109  Section 12.3. Non-Business Day .........................................................................89109  Section 12.4. Documentary Taxes .......................................................................90109  Section 12.5. Survival of Representations ...........................................................90109  Section 12.6. Survival of Indemnities ..................................................................90109  Section 12.7. Sharing of Set-Off ..........................................................................90110  Section 12.8. Notices ...........................................................................................90110  Section 12.9. Counterparts; Integration; Effectiveness ........................................92112  Section 12.10. Successors and Assigns..................................................................93113  Section 12.11. Participants .....................................................................................93113  Section 12.12. Assignments ...................................................................................94114  Section 12.13. Amendments ..................................................................................97117  Section 12.14. Headings ........................................................................................98118  Section 12.15. Legal Fees, Other Costs and Indemnification ................................99119  Section 12.16. Set Off ..........................................................................................100120  Section 12.17. Currency .......................................................................................100120  Section 12.18. Entire Agreement .........................................................................101121  Section 12.19. Governing Law ............................................................................101121  Section 12.20. Submission to Jurisdiction; Waiver of Jury Trial ........................101121  Section 12.21. Limitation of Liability..................................................................101121  Section 12.22. Confidentiality .............................................................................101122  Section 12.23. Severability of Provisions ............................................................102122  Section 12.24. Excess Interest .............................................................................102122  Section 12.25. Construction .................................................................................103123  Section 12.26. Lender’s and L/C Issuer’s Obligations Several ...........................103123  Section 12.27. No Advisory or Fiduciary Responsibility ....................................103123  Section 12.28. USA Patriot Act ...........................................................................104124  Section 12.29. Acknowledgement and Consent to Bail-In of EEA Financial Institutions ......................................................................................................104124  Section 12.30. Acknowledgement Regarding Any Supported QFCs ........................124  Section 12.31. Amendment and Restatement ......................................................104126  Signature ..........................................................................................................................................1  EXHIBITS   A - Notice of Borrowing   B - Notice of Continuation/Conversion   C-1 - Form of Revolving Note   C-2 - Form of Swingline Note   C-3 - Form of Term Note   D - Form of Compliance Certificate   E - Form of Subsidiary Guarantee Agreement  





 






  -v-   F - Increase Request   G - Assignment and Acceptance   H - Pricing Certificate  SCHEDULE 1  Revolving Credit Commitments  SCHEDULE 1.3  Existing Letters of Credit  SCHEDULE 4.1  Sustainability Table  SCHEDULE 5.2  Guarantors  SCHEDULE 7.18  Indebtedness  





 






     SECOND AMENDED AND RESTATED  MULTICURRENCY CREDIT AGREEMENT  This Second Amended and Restated Multicurrency Credit Agreement, dated as of June 21,  2016 (and as amended by Amendment No. 1 and Amendment No. 2), is among Jones Lang  LaSalle Finance B.V., a private company with limited liability (a besloten vennootschap met  beperkte aansprakelijkheid) organized under the laws of The Netherlands (the “Borrower”), the  Guarantors (as hereinafter defined) party hereto, the lenders from time to time party hereto, and  Bank of Montreal, as Administrative Agent.  PRELIMINARY STATEMENT  The Borrower, the guarantors party thereto, the lenders party thereto and Bank of  Montreal, as Administrative Agent, are parties to a Multicurrency Credit Agreement dated as of  October 4, 2013, (as amended and restated as of February 25, 2015, the “Existing Credit  Agreement”);  The parties hereto desire to amend and restate in its entirety the Existing Credit Agreement,  without constituting a novation, all on the terms and subject to the terms and conditions herein.  NOW, THEREFORE, in consideration of the mutual agreements contained herein, and the  other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto hereby agree as follows:  SECTION 1. THE CREDIT FACILITIES.   Section 1.1. Revolving Credit Commitments.  Subject to the terms and conditions hereof,  each Lender severally agrees to make a loan or loans (individually a “Revolving Loan” and  collectively “Revolving Loans”) to the Borrower from time to time on a revolving basis in U.S.  Dollars and Alternative Currencies in an aggregate outstanding Original Dollar Amount up to the  amount of its Revolving Credit Commitment subject to any increases or reductions thereof  pursuant to the terms hereof, before the Termination Date.  The sum of the (i) aggregate Original  Dollar Amount of Revolving Loans, (ii) the aggregate Original Dollar Amount of Swingline  Loans, and (iii) the aggregate U.S. Dollar Equivalent of all L/C Obligations at any time  outstanding shall not exceed the Revolving Credit Commitments in effect at such time.  The sum  of the aggregate Original Dollar Amount of all Revolving Loans denominated in an Alternative  Currency other than Euros or Pounds Sterling at any time outstanding shall not exceed  $300,000,000.  Each Borrowing of Revolving Loans shall be made ratably from the Lenders in  proportion to their respective Revolver Percentages.  As provided in Section 1.6(a) hereof, the  Borrower may elect that each Borrowing of Revolving Loans denominated in U.S. Dollars be  either Domestic Rate Loans or Eurocurrency Loans.  All Revolving Loans denominated in an  Alternative Currency shall be Eurocurrency Loans.  Revolving Loans may be repaid and the  principal amount thereof reborrowed before the Termination Date, subject to all the terms and  conditions hereof.  





 






  -2-   Section 1.2. The Swingline.  (a) Swingline Loans.  Subject to all of the terms and  conditions hereof, as part of the Revolving Credit, the Swingline Lender may, in its discretion,  make loans in U.S. Dollars to the Borrower under the Swingline (individually a “Swingline Loan”  and collectively, the “Swingline Loans”), which shall not in the aggregate at any time outstanding  exceed the lesser of (i) the Swingline Sublimit or (ii) the difference between (x) the Revolving  Credit Commitments in effect at such time and (y) the sum of the Original Dollar Amount of all  Revolving Loans and the U.S. Dollar Equivalent of all L/C Obligations outstanding at the time of  computation.  The Swingline Sublimit may be availed of by the Borrower from time to time and  borrowings thereunder may be repaid and used again during the period ending on the day  immediately preceding the Termination Date.     (b) Minimum Borrowing Amount.  Each Swingline Loan shall be in an amount not less  than $100,000.   (c) Interest on Swingline Loans.  Each Swingline Loan shall bear interest (computed on  the basis of a year of 360 days and actual days elapsed) for the Interest Period selected therefor at  the Domestic Rate plus the Applicable Margin for Domestic Rate Loans or at the rate quoted by  the Swingline Lender to the Borrower which is the interest rate determined in the Swingline  Lender’s discretion at which the Swingline Lender would be willing to make such Swingline Loan  available to the Borrower for such Interest Period (the rate so quoted for a given Interest Period  being herein referred to as the “Quoted Rate”), provided that if any Swingline Loan is not paid  when due (whether by lapse of time, acceleration or otherwise) such Swingline Loan shall bear  interest whether before or after judgment, until payment in full thereof through the end of the  Interest Period then applicable thereto at the rate set forth in Section 1.10 hereof.  Interest on each  Swingline Loan shall be due and payable on the last day of each Interest Period applicable thereto,  and interest after maturity (whether by lapse of time, acceleration or otherwise) shall be due and  payable upon demand.     (d) Requests for Swingline Loans.  The Borrower shall give the Administrative Agent  prior notice (which may be written or oral) no later than 12:00 noon (Chicago time) on the date  upon which the Borrower requests that any Swingline Loan be made, specifying in each case the  amount and date of such Swingline Loan and the Interest Period selected therefor.  The  Administrative Agent shall promptly advise the Swingline Lender of any such notice received  from the Borrower.  Within thirty (30) minutes after receiving such notice, the Swingline Lender in  its discretion may quote the Quoted Rate for such Interest Period.  The Borrower acknowledges  and agrees that the interest rate quote is given for immediate and irrevocable acceptance, and if the  Borrower does not so immediately accept the Quoted Rate for the full amount requested by the  Borrower for such Swingline Loan, the Quoted Rate shall be deemed immediately withdrawn and  such Swingline Loan shall be made at the rate per annum equal to the Domestic Rate from time to  time in effect plus the Applicable Margin for Domestic Rate Loans under the Revolving Credit.   Subject to all of the terms and conditions hereof, the proceeds of such Swingline Loan shall be  made available to the Borrower on the date so requested at the Borrower’s Designated  Disbursement Account or as the Borrower, the Administrative Agent and the Swingline Lender  may otherwise agree.  Anything contained in the foregoing to the contrary notwithstanding, the  undertaking of the Swingline Lender to make Swingline Loans shall be subject to all of the terms  





 






  -3-  and conditions of this Agreement (provided that the Swingline Lender shall be entitled to assume  that the conditions precedent to an advance of any Swingline Loan have been satisfied unless  notified to the contrary by the Administrative Agent or the Required Lenders).     (e) Refunding Loans.  In its sole and absolute discretion, the Swingline Lender may at  any time, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to  act on its behalf for such purpose) and with notice to the Borrower and the Administrative Agent,  request each Lender to make a Revolving Loan in an amount equal to such Lender’s Revolver  Percentage of the amount of the Swingline Loans outstanding on the date such notice is given.   Borrowings of Revolving Loans under this Section 1.2(e) hereof shall initially constitute Domestic  Rate Loans unless timely notice is given pursuant to Section 1.6 hereof.  Unless an Event of  Default described in Section 8.1(f) or 8.1(g) exists with respect to the Borrower, regardless of the  existence of any other Event of Default, each such Lender shall make the proceeds of its requested  Revolving Loan available to the Administrative Agent for the account of the Swingline Lender, in  immediately available funds, at the principal office of the Administrative Agent in Chicago,  Illinois, before 12:00 noon (Chicago time) on the Business Day following the day such notice is  given.  The proceeds of such Revolving Loans shall be immediately applied to repay the  outstanding Swingline Loans.  The Administrative Agent shall promptly remit the proceeds of  such Borrowing to the Swingline Lender to repay the outstanding Swingline Loans.   (f) Participations.  If any Lender refuses or otherwise fails to make a Revolving Loan  when requested by the Swingline Lender pursuant to Section 1.2(e) above (because an Event of  Default described in Section 8.1(f) or 8.1(g) hereof exists with respect to the Borrower or  otherwise), such Lender will, by the time and in the manner such Revolving Loan was to have been  funded to the Swingline Lender, purchase from the Swingline Lender an undivided participating  interest in the outstanding Swingline Loans in an amount equal to its Revolver Percentage of the  aggregate principal amount of Swingline Loans that were to have been repaid with such Revolving  Loans.  From and after the date of any such purchase, such Swingline Loans shall bear interest as  Domestic Rate Loans.  Each Lender that so purchases a participation in a Swingline Loan shall  thereafter be entitled to receive its Revolver Percentage of each payment of principal received on  the Swingline Loan and of interest received thereon accruing from the date such Lender funded to  the Administrative Agent its participation in such Swingline Loan.  The several obligations of the  Lenders under this Section 1.2 shall be absolute, irrevocable, and unconditional under any and all  circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to  payment which any Lender may have or have had against the Borrower, any other Lender, or any  other Person whatsoever.  Without limiting the generality of the foregoing, such obligations shall  not be affected by any Default or Event of Default or by any reduction or termination of the  Revolving Credit Commitment of any Lender, and each payment made by a Lender under this  Section 1.2 shall be made without any offset, abatement, withholding, or reduction whatsoever.   (g) Voluntary Prepayment of Swingline Loans.  The Borrower may not voluntarily  prepay any Swingline Loan bearing interest at the Quoted Rate before the last day of its Interest  Period.  The Borrower may voluntarily prepay any Swingline Loan bearing interest computed by  reference to the Domestic Rate before the last day of its Interest Period at any time upon notice  delivered to the Administrative Agent by the Borrower no later than 12:00 noon (Chicago time) on  the date of prepayment, such prepayment to be made by the payment of the principal amount to be  





 






  -4-  prepaid and accrued interest thereon to the date fixed for prepayment plus amounts owing under  Section 1.12 hereof.   Section 1.3. Letters of Credit.  (a) General Terms.  (i) Subject to the terms and conditions  hereof, as part of the Revolving Credit, each L/C Issuer shall issue standby letters of credit (each a  “Letter of Credit”) for the account of the Borrower or for the account of the Borrower and the  Parent or one or more of its Subsidiaries in any Alternative Currency, U.S. Dollars, or any other  currency acceptable to such L/C Issuer, the U.S. Dollar Equivalent of the aggregate undrawn face  amount of which does not exceed such L/C Issuer’s Letter of Credit Commitment and the  aggregate for all L/C Issuers does not exceed the L/C Sublimit, provided that the U.S. Dollar  Equivalent of the aggregate L/C Obligations at any time outstanding shall not exceed the  difference between the Revolving Credit Commitments in effect at such time and the aggregate  Original Dollar Amount of all Revolving Loans and Swingline Loans then outstanding.   Notwithstanding anything herein to the contrary, those certain letters of credit issued for the  account of the Borrower or the Parent by Bank of Montreal and BMO Harris Bank, N.A. under the  Existing Credit Agreement and listed on Schedule 1.3 hereof (the “Existing Letters of Credit”)  shall each constitute a “Letter of Credit” herein for all purposes of this Agreement with the  Borrower as the applicant therefor, to the same extent, and with the same force and effect as if the  Existing Letters of Credit had been issued under this Agreement at the request of the Borrower.   Each Letter of Credit shall be issued by an L/C Issuer, but each Lender shall be obligated to  reimburse such L/C Issuer for its Revolver Percentage of the amount of each drawing thereunder  and, accordingly, the undrawn face amount of each Letter of Credit shall constitute usage of the  Revolving Credit Commitment of each Lender pro rata in accordance with each Lender’s  Revolver Percentage.   (ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:    (A)  any order, judgment or decree of any Governmental Authority or arbitrator  shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of  Credit, or any Lawlaw applicable to such L/C Issuer or any request or directive (whether or  not having the force of law) from any Governmental Authority with jurisdiction over such  L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters  of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer  with respect to the Letter of Credit any restriction, reserve or capital requirement (for  which such L/C Issuer is not otherwise compensated hereunder) not in effect on the  ClosingEffective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost  or expense which was not applicable on the ClosingAmendment No. 2 Effective Date and  which such L/C Issuer in good faith deems material to it; or   (B)  the issuance of the Letter of Credit would violate one or more policies of  the L/C Issuer applicable to letters of credit generally; or   (C) such Letter of Credit contains any provisions for automatic reinstatement of  the stated amount after any drawing thereunder.   (b) Applications.  At any time before the Termination Date, each L/C Issuer shall, at the  





 






  -5-  request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the  applicable L/C Issuer, with expiration dates no later than the earlier of twelve (12) months from the  date of issuance (or which are cancelable not later than twelve (12) months from the date of  issuance and each renewal) or thirty (30) days prior to the Termination Date, in an aggregate face  amount as set forth above, upon the receipt of an application duly executed by the Borrower and, if  such Letter of Credit is for the account of the Parent or one of its Subsidiaries, the Parent or such  Subsidiary for the relevant Letter of Credit in the form customarily prescribed by such L/C Issuer  for a standby letter of credit (each an “Application”).  Notwithstanding anything contained in any  Application to the contrary (i) the Borrower’s obligation to pay fees in connection with each Letter  of Credit shall be as exclusively set forth in Section 2.1(b) hereof, (ii) except as otherwise provided  in Section 1.9 or 1.16 hereof or during the continuance of an Event of Default, no L/C Issuer will  call for the funding by the Borrower of any amount under a Letter of Credit, or any other form of  collateral security for the Borrower’s obligations in connection with such Letter of Credit, before  being presented with a drawing thereunder, and (iii) if an L/C Issuer is not timely reimbursed for  the amount of any drawing under a Letter of Credit on the date such drawing is paid, the  Borrower’s obligation to reimburse such L/C Issuer for the amount of such drawing shall bear  interest (which the Borrower hereby promises to pay) from and after the date such drawing is paid  at a rate per annum (A) if such Reimbursement Obligation is denominated in U.S. Dollars, equal to  the sum of 2% plus the Domestic Rate from time to time in effect plus the Applicable Margin for  Domestic Rate Loans and (B) if such Reimbursement Obligation is denominated in any  Alternative Currency, equal to the rate established pursuant to Section 1.10(b) hereof for  Eurocurrency Loans denominated in an Alternative Currency.  Each L/C Issuer agrees to issue  amendments to the Letter(s) of Credit issued by it increasing the amount, or extending the  expiration date, thereof at the request of the Borrower subject to the conditions of Section 6.2  hereof and the other terms of this Section 1.3.  Notwithstanding anything contained herein to the  contrary, no L/C Issuer shall be under any obligation to issue, extend or amend any Letter of Credit  if a default of any Lender’s obligations to fund under Section 1.3(c) hereof exists or any Lender is  at such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into arrangements  with the Borrower or such Lender satisfactory to such L/C Issuer to eliminate such L/C Issuer’s  risk with respect to such Lender.  In the event of any conflict between the terms of this Agreement  and the terms of any L/C Document (other than this Agreement), the terms of this Agreement shall  control.  If the Borrower so requests in any applicable Application, an L/C Issuer may, in its sole  discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an  “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must  permit the L/C Issuer to prevent any such extension at least once in each twelve-month period  (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the  beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such  twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless  otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request  to such L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been  issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to  permit the extension of such Letter of Credit at any time to an expiry date not later than thirty (30)  days prior to the Termination Date; provided, however, that such L/C Issuer shall not permit any  such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have  





 






  -6-  no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the  terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before  the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the  Administrative Agent that the Required Lenders have elected not to permit such extension or (2)  from the Administrative Agent, any Lender or the Borrower that one or more of the applicable  conditions specified in Section 6.2 is not then satisfied, and in each such case directing the L/C  Issuer not to permit such extension.   (c) The Reimbursement Obligations.  Subject to Section 1.3(b) hereof, the obligation of  the Borrower to reimburse an L/C Issuer for all drawings under a Letter of Credit (a  “Reimbursement Obligation”) shall be governed by the Application related to such Letter of  Credit, except that reimbursement of each drawing shall be made in immediately available funds  (i) if such Reimbursement Obligation is denominated in U.S. Dollars, at the Administrative  Agent’s principal office in Chicago, Illinois and (ii) if such Reimbursement Obligation is  denominated in an Alternative Currency, to such local office as the Administrative Agent has  previously specified, in each case by no later than 2:00 p.m. (local time) on the date when each  drawing is paid or,; provided that if such drawing was paid afteran L/C Issuer does not provide  notice to the Borrower of such payment prior to 10:00 a.m. (local time), on the date of such  payment, such reimbursement by the Borrower shall be due by 2:00 p.m. (local time) on the  nextimmediately following Business Day after notice is provided to the Borrower; provided  further that the Borrower may, subject to the conditions to borrowing set forth herein, request in  accordance with Section 1.6(a) or 1.2(d) that such payment be financed with a Revolving Loan or  Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation  to make such payment shall be discharged and replaced by the resulting Revolving Loan or  Swingline Loan.  Anything herein to the contrary notwithstanding, any Reimbursement Obligation  denominated in a currency other than U.S. Dollars shall be converted to U.S. Dollars at the  exchange rate quoted to the applicable L/C Issuer on the date such Reimbursement Obligation was  incurred by major banks in the interbank foreign exchange market for the purchase of U.S. Dollars  for such other currency and such Reimbursement Obligation shall be denominated in U.S. Dollars.   If the Borrower does not make any such reimbursement payment on the date due and the  Participating Lenders fund their participations therein in the manner set forth in Section 1.3(d)  below, then all payments thereafter received by the Administrative Agent in discharge of any of  the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(d)  below.   (d) The Participating Interests.  Each Lender (other than the Lender then acting as L/C  Issuer in issuing the relevant Letter of Credit) severally agrees to purchase from the applicable L/C  Issuer, and each L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”),  an undivided percentage participating interest (a “Participating Interest”), to the extent of its  Revolver Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation  owed to, such L/C Issuer.  Upon any failure by the Borrower to pay any Reimbursement  Obligation at the time required on the date due, as set forth in Section 1.3(c) above, or if an L/C  Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator,  custodian or other Person any portion of any payment of any Reimbursement Obligation, each  Participating Lender shall, not later than the Business Day it receives a request from the applicable  L/C Issuer to such effect, if such request is received before 1:00 p.m. (Chicago time), or not later  





 






  -7-  than the following Business Day, if such request is received after such time, pay to the  Administrative Agent for the account of the applicable L/C Issuer an amount equal to its Revolver  Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such  amount accrued from the date the related payment was made by such L/C Issuer to the date of such  payment by such Participating Lender at a rate per annum equal to (i) from the date the related  payment was made by such L/C Issuer to the date two (2) Business Days after payment by such  Participating Lender is due hereunder, the Federal Funds Rate for each day and (ii) from the date  two (2) Business Days after the date such payment is due from such Participating Lender to the  date such payment is made by such Participating Lender, the Domestic Rate in effect for each such  day.  Each such Participating Lender shall thereafter be entitled to receive its Revolver Percentage  of each payment received in respect of the relevant Reimbursement Obligation and of interest paid  thereon, with the applicable L/C Issuer retaining its Revolver Percentage as a Lender hereunder.    The several obligations of the Participating Lenders to each L/C Issuer under this Section  1.3 shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever  (except, without limiting the Borrower’s obligations under each Application, to the extent the  Borrower is relieved from its obligation to reimburse an L/C Issuer for a drawing under a Letter of  Credit because of such L/C Issuer’s gross negligence or willful misconduct, as determined by a  final nonappealable court of competent jurisdiction in determining that documents received under  the Letter of Credit comply with the terms thereof) and shall not be subject to any set-off,  counterclaim or defense to payment which any Participating Lender may have or have had against  the Borrower, such L/C Issuer, any other Lender or any other Person whatsoever.  Without limiting  the generality of the foregoing, such obligations shall not be affected by any Default or Event of  Default or by any reduction or termination of any Revolving Credit Commitment of any Lender,  and each payment by a Participating Lender under this Section 1.3 shall be made without any  offset, abatement, withholding or reduction whatsoever.  The Administrative Agent shall be  entitled to offset amounts received for the account of a Lender under this Agreement against  unpaid amounts due from such Lender to an L/C Issuer hereunder (whether as fundings of  participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed  to an L/C Issuer by any Lender arising outside this Agreement.   (e) Obligations Absolute.  The Borrower’s obligation to reimburse L/C Obligations as  provided in subsection (c) of this Section 1.3 shall be absolute, unconditional and irrevocable, and  shall be performed strictly in accordance with the terms of this Agreement and the relevant  Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity  or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii)  any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or  invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii)  payment by an L/C Issuer under a Letter of Credit against presentation of a draft or other document  that does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or  circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the  provisions of this Section 1.3(e), constitute a legal or equitable discharge of, or provide a right of  setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the  Lenders, or any L/C Issuer shall have any liability or responsibility by reason of or in connection  with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment  thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any  





 






  -8-  error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other  communication under or relating to any Letter of Credit (including any document required to make  a drawing thereunder), any error in interpretation of technical terms or any consequence arising  from causes beyond the control of such L/C Issuer; provided that the foregoing shall not be  construed to excuse an L/C Issuer from liability to the Borrower to the extent of any direct  damages (as opposed to consequential damages, claims in respect of which are hereby waived by  the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused  by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents  presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly  agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer (as  determined by a court of competent jurisdiction by a final and nonappealable judgment), such L/C  Issuer shall be deemed to have exercised care in each such determination.  In furtherance of the  foregoing and without limiting the generality thereof, the parties agree that, with respect to  documents presented which appear on their face to be in substantial compliance with the terms of a  Letter of Credit, the applicable L/C Issuer may, in its sole discretion, either accept and make  payment upon such documents without responsibility for further investigation, regardless of any  notice or information to the contrary, or refuse to accept and make payment upon such documents  if such documents are not in strict compliance with the terms of such Letter of Credit.   (f) Manner of Requesting a Letter of Credit.  The Borrower shall provide at least five (5)  Business Days’ advance written notice to the Administrative Agent and the applicable L/C Issuer  (or such shorter period of time agreed to by the applicable L/C Issuer) of each request for the  issuance of a Letter of Credit, such notice in each case to be accompanied by an Application for  such Letter of Credit properly completed and executed by the Borrower and, in the case of an  extension or amendment or an increase in the amount of a Letter of Credit, a written request  therefor, in a form acceptable to the Administrative Agent and the applicable L/C Issuer, in each  case, together with the fees called for by this Agreement.  The applicable L/C Issuer shall be  entitled to assume that the conditions precedent to any such issuance, extension, amendment or  increase have been satisfied unless notified to the contrary by the Administrative Agent or the  Required Lenders, and such L/C Issuer shall promptly notify the Administrative Agent and the  Lenders of the issuance of the Letter of Credit so requested.     (g) Replacement of an L/C Issuer.  Any L/C Issuer may be replaced at any time by written  agreement among the Parent, the Borrower, the Administrative Agent, the replaced L/C Issuer and  the successor L/C Issuer.  The Administrative Agent shall notify the Lenders of any such  replacement of an L/C Issuer.  At the time any such replacement shall become effective, the  Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer.  From and  after the effective date of any such replacement (i) the successor L/C Issuer shall have all the rights  and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued  thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such  successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the  context shall require.  After the replacement of a L/C Issuer hereunder, the replaced L/C Issuer  shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer  under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but  shall not be required to issue additional Letters of Credit.  





 






  -9-   (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable  L/C Issuer and the Borrower when a Letter of Credit is issued (i) the rules of the ISP shall apply to  each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for  Documentary Credits, as most recently published by the International Chamber of Commerce at  the time of issuance shall apply to each commercial Letter of Credit.   Section 1.4. Applicable Interest Rates.  (a) Domestic Rate Loans.  Each Domestic Rate  Loan made or maintained by a Lender shall bear interest during each Interest Period it is  outstanding (computed on the basis of a year of 365 or 366 days, as applicable, and actual days  elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or  created by conversion from a Eurocurrency Loan until maturity (whether by acceleration or  otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Domestic Rate  from time to time in effect, payable on the last day of its Interest Period and at maturity (whether  by acceleration or otherwise).   (b) Eurocurrency Loans.  Each Eurocurrency Loan made or maintained by a Lender shall  bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360  days and actual days elapsed except for Eurocurrency Loans denominated in Pounds Sterling  which shall be computed on the basis of a year of 365 days and actual days elapsed) on the unpaid  principal amount thereof from the date such Loan is advanced, continued, or created by conversion  from a Domestic Rate Loan until maturity (whether by acceleration or otherwise) at a rate per  annum equal to the sum of the Applicable Margin plus the Adjusted LIBOR applicable for such  Interest Period, payable on the last day of the Interest Period and at maturity (whether by  acceleration or otherwise), and, if the applicable Interest Period is longer than three months, on  each day occurring every three months after the commencement of such Interest Period.   (c) Rate Determinations.  The Administrative Agent shall determine each interest rate  applicable to the Loans, and a reasonable determination thereof by the Administrative Agent shall  be conclusive and binding except in the case of manifest error or willful misconduct.  The Original  Dollar Amount of each Eurocurrency Loan denominated in an Alternative Currency shall be  determined or redetermined, as applicable, effective as of the first day of each Interest Period  applicable to such Loan.   Section 1.5. Minimum Borrowing Amounts.  Each Borrowing of Domestic Rate Loans  advanced under a Facility (other than Swingline Loans, which are subject to Section 1.2 hereof)  shall be in an amount not less than $1,000,000 and in integral multiples of $100,000.  Each  Borrowing of Eurocurrency Loans advanced under a Facility shall be in an amount not less than an  Original Dollar Amount of $3,000,000 and in integral multiples of 100,000 units of the relevant  currency as would have the Original Dollar Amount most closely approximating $100,000 or an  integral multiple thereof.   Section 1.6. Manner of Borrowing Loans and Designating Interest Rates Applicable to  Loans.  (a)  Notice to the Administrative Agent.  The Borrower shall give notice to the  Administrative Agent by no later than (i) 12:00 noon (Chicago time) at least four (4) Business  Days before the date on which the Borrower requests the Lenders to advance a Borrowing of  Eurocurrency Loans denominated in an Alternative Currency, (ii) 12:00 noon (Chicago time) at  





 






  -10-  least three (3) Business Days before the date on which the Borrower requests the Lenders to  advance a Borrowing of Eurocurrency Loans denominated in U.S. Dollars and (iii) 12:00 noon  (Chicago time) on the date on which the Borrower requests the Lenders to advance a Borrowing of  Domestic Rate Loans.  The Loans included in each Borrowing shall bear interest initially at the  type of rate specified in such notice of a new Borrowing.  Thereafter, subject to the terms and  conditions hereof, the Borrower may from time to time elect to change or continue the type of  interest rate borne by each Borrowing or, subject to the minimum amount requirement for each  outstanding Borrowing contained in Section 1.5 hereof, a portion thereof, as follows:  (i) if such  Borrowing is of Eurocurrency Loans, on the last day of the Interest Period applicable thereto, the  Borrower may continue part or all of such Borrowing as Eurocurrency Loans for an Interest Period  or Interest Periods specified by the Borrower or, if such Eurocurrency Loan is denominated in U.S.  Dollars, convert part or all of such Borrowing into Domestic Rate Loans, (ii) if such Borrowing is  of Domestic Rate Loans, on any Business Day, the Borrower may convert all or part of such  Borrowing into Eurocurrency Loans denominated in U.S. Dollars for an Interest Period or Interest  Periods specified by the Borrower.  The Borrower shall give all such notices requesting the  advance, continuation, or conversion of a Borrowing to the Administrative Agent by telephone,  telecopy or other telecommunication device acceptable to the Administrative Agent (which notice  shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing in a  manner acceptable to the Administrative Agent), substantially in the form attached hereto as  Exhibit A (Notice of Borrowing) or Exhibit B (Notice of Continuation/Conversion), as applicable,  or in such other form acceptable to the Administrative Agent.  Notices of the continuation of a  Borrowing of Eurocurrency Loans denominated in U.S. Dollars for an additional Interest Period or  of the conversion of part or all of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars  into Domestic Rate Loans or of Domestic Rate Loans into Eurocurrency Loans must be given by  no later than 12:00 noon (Chicago time) at least three (3) Business Days before the date of the  requested continuation or conversion.  Notices of the continuation of a Borrowing of Eurocurrency  Loans denominated in an Alternative Currency must be given no later than 12:00 noon (Chicago  time) at least four (4) Business Days before the requested continuation.  All such notices  concerning the advance, continuation, or conversion of a Borrowing shall specify the date of the  requested advance, continuation or conversion of a Borrowing (which shall be a Business Day),  the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans  to comprise such new, continued or converted Borrowing and, if such Borrowing is to be  comprised of Eurocurrency Loans, the currency and Interest Period applicable thereto.  Upon  notice to the Borrower by the Administrative Agent, acting at the request or with the consent of the  Required Lenders (or, in the case of an Event of Default under Section 8.1(f) or 8.1(g) hereof with  respect to the Borrower or Parent, without notice), no Borrowing of Eurocurrency Loans shall be  advanced, continued, or created by conversion if any Default or Event of Default then exists.  The  Borrower agrees that the Administrative Agent may rely on any such telephonic, telecopy or other  telecommunication notice given by any person the Administrative Agent in good faith believes is  an Authorized Representative without the necessity of independent investigation, and in the event  any such notice by telephone conflicts with any written confirmation, such telephonic notice shall  govern if the Administrative Agent has acted in reliance thereon.   (b) Notice to the Lenders.  The Administrative Agent shall give prompt telecopy or other  telecommunication notice to each Lender of any notice from the Borrower received pursuant to  Section 1.6(a) above.  The Administrative Agent shall give notice to the Borrower and each Lender  





 






  -11-  by like means of the interest rate applicable to each Borrowing of Eurocurrency Loans and, if such  Borrowing is denominated in an Alternative Currency, shall give notice by such means to the  Borrower and each Lender of the Original Dollar Amount thereof.   (c) Borrower’s Failure to Notify.  Any outstanding Borrowing of Domestic Rate Loans  shall, subject to Section 6.2 hereof, automatically be continued for an additional Interest Period on  the last day of its then current Interest Period unless the Borrower has notified the Administrative  Agent within the period required by Section 1.6(a) hereof that it intends to convert such Borrowing  into a Borrowing of Eurocurrency Loans or notifies the Administrative Agent within the period  required by Section 1.9(a) hereof that it intends to prepay such Borrowing.  If the Borrower fails to  give notice pursuant to Section 1.6(a) hereof of the continuation or conversion of any outstanding  principal amount of a Borrowing of Eurocurrency Loans denominated in U.S. Dollars before the  last day of its then current Interest Period within the period required by Section 1.6(a) hereof and  has not notified the Administrative Agent within the period required by Section 1.9(a) hereof that  it intends to prepay such Borrowing, such Borrowing shall automatically be converted into a  Borrowing of Domestic Rate Loans, subject to Section 6.2 hereof.  If the Borrower fails to give  notice pursuant to Section 1.6(a) above of the continuation of any outstanding principal amount of  a Borrowing of Eurocurrency Loans denominated in an Alternative Currency before the last day of  its then current Interest Period within the period required by Section 1.6(a) hereof and has not  notified the Administrative Agent within the period required by Section 1.9(a) hereof that it  intends to prepay such Borrowing, such Borrowing shall automatically be continued as a  Borrowing of Eurocurrency Loans in the same Alternative Currency with an Interest Period of one  month, subject to Section 6.2 hereof, including the application of Section 1.4 hereof and of the  restrictions contained in the definition of Interest Period.     (d) Disbursement of Loans.  Not later than 11:00 a.m. (Chicago time) on the date of any  requested advance of a new Borrowing of Eurocurrency Loans, and not later than 2:00 p.m.  (Chicago time) on the date of any requested advance of a new Borrowing of Domestic Rate Loans  (other than Domestic Rate Loans the proceeds of which are used to repay Swingline Loans),  subject to Section 6 hereof, each Lender shall make available its Loan comprising part of such  Borrowing in funds immediately available at the principal office of the Administrative Agent in  Chicago, Illinois, except that if such Borrowing is denominated in an Alternative Currency each  Lender shall, subject to Section 1.4(c) and Section 6 hereof, make available its Loan comprising  part of such Borrowing at such office as the Administrative Agent has previously specified in a  notice to each Lender, in such funds as are then customary for the settlement of international  transactions in such currency and no later than such local time as is necessary for such funds to be  received and transferred to the Borrower for same day value on the date of the Borrowing.  The  Administrative Agent shall make available to the Borrower Loans denominated in U.S. Dollars at  the Administrative Agent’s principal office in Chicago, Illinois and Loans denominated in  Alternative Currencies at such office as the Administrative Agent has previously agreed to with  the Borrower, in each case in the type of funds received by the Administrative Agent from the  Lenders.   (e) Administrative Agent Reliance on Lender Funding.  Unless the Administrative Agent  shall have been notified by a Lender before the date or, in the case of a Borrowing of Domestic  Rate Loans prior to 1:00 p.m. (Chicago time) on the date, on which such Lender is scheduled to  





 






  -12-  make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be  effective upon receipt) that such Lender does not intend to make such payment, the Administrative  Agent may assume that such Lender has made such payment when due and the Administrative  Agent may in reliance upon such assumption (but shall not be required to) make available to the  Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact  made such payment to the Administrative Agent, such Lender shall, on demand, pay to the  Administrative Agent the amount made available to the Borrower attributable to such Lender  together with interest thereon in respect of each day during the period commencing on the date  such amount was made available to the Borrower and ending on (but excluding) the date such  Lender pays such amount to the Administrative Agent at a rate per annum equal to (i) from the date  the related advance was made by the Administrative Agent to the date two (2) Business Days after  payment by such Lender is due hereunder, the Federal Funds Rate for each such day or, in the case  of a Loan denominated in an Alternative Currency, the cost to the Administrative Agent of funding  the amount it advanced to fund such Lender’s Loan, as determined by the Administrative Agent  and (ii) from the date two (2) Business Days after the date such payment is due from such Lender  to the date such payment is made by such Lender, the Domestic Rate in effect for each such day or,  in the case of a Loan denominated in an Alternative Currency, the rate established by Section  1.10(b) hereof for Eurocurrency Loans denominated in such currency.  If such amount is not  received from such Lender by the Administrative Agent immediately upon demand, the Borrower  will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such  Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant  Loan, but without such payment being considered a payment or prepayment of a Loan under  Section 1.12 hereof, so that the Borrower will have no liability under such Section with respect to  such payment.  Any payment by the Borrower shall be without prejudice to any claim the  Borrower may have against a Lender that shall have failed to make such payment to the  Administrative Agent.   Section 1.7. Interest Periods.  As provided in Sections 1.2(d) and 1.6(a) hereof, at the time  of each request to advance, continue, or create by conversion a Borrowing of Eurocurrency Loans  or Swingline Loans, as applicable, the Borrower shall select an Interest Period applicable to such  Loans from among the available options.  The term “Interest Period” means the period  commencing on the date a Borrowing of Loans is advanced, continued, or created by conversion  and ending:  (a) in the case of Domestic Rate Loans, on the last day of the calendar quarter in  which such Borrowing is advanced, continued, or created by conversion (or on the last day of the  following quarter if such Loan is advanced, continued or created by conversion on the last day of a  calendar quarter), (b) in the case of Eurocurrency Loans, 1, 2, 3, 6, or, if available to all the  Lenders, 2 or 12 months thereafter, and (c) in the case of Swingline Loans, on the date, as the  Borrower may select, one (1) to five (5) days thereafter; provided, however, that:   (a) any Interest Period for a Borrowing of Loans consisting of Domestic Rate  Loans that otherwise would end after the Termination Date shall end on the Termination  Date;   (b) whenever the last day of any Interest Period would otherwise be a day that  is not a Business Day, the last day of such Interest Period shall be extended to the next  succeeding Business Day, provided that, if such extension would cause the last day of an  





 






  -13-  Interest Period for a Borrowing of Eurocurrency Loans to occur in the following calendar  month, the last day of such Interest Period shall be the immediately preceding Business  Day;    (c) for purposes of determining an Interest Period for a Borrowing of  Eurocurrency Loans, a month means a period starting on one day in a calendar month and  ending on the numerically corresponding day in the next calendar month; provided,  however, that if there is no numerically corresponding day in the month in which such an  Interest Period is to end or if such an Interest Period begins on the last Business Day of a  calendar month, then such Interest Period shall end on the last Business Day of the calendar  month in which such Interest Period is to end; and   (d) no Interest Period with respect to any portion of the Term Loans shall  extend beyond a date on which the Borrower is required to make a scheduled payment of  principal on such Term Loans, as applicable, unless the sum of (a) the aggregate principal  amount of such Term Loans, as applicable, that are Domestic Rate Loans plus (b) the  aggregate principal amount of such Term Loans, as applicable, that are Eurocurrency  Loans with Interest Periods expiring on or before such date equals or exceeds the principal  amount to be paid on the such  Term Loans, as applicable, on such payment date.   Section 1.8. Maturity of Loans.  Each Revolving Loan shall mature and become due and  payable by the Borrower on the Termination Date.  Each Swingline Loan shall mature and become  due and payable on the earlier of (i) the last day of its Interest Period and (ii) the Termination Date.   Section 1.9. Prepayments.  (a) Optional.  The Borrower may prepay without premium or  penalty and in whole or in part (but, if in part, then:  (i) if such Borrowing is of Domestic Rate  Loans, in an amount not less than $500,000, (ii) if such Borrowing is of Eurocurrency Loans  denominated in U.S. Dollars, in an amount not less than $1,000,000, (iii) if such Borrowing is  denominated in an Alternative Currency, an amount for which the U.S. Dollar Equivalent is not  less than $1,000,000 and (iv) in an amount such that the minimum amount required for a  Borrowing pursuant to Section 1.5 hereof remains outstanding) any Borrowing of Eurocurrency  Loans upon three (3) (or, if such Borrowing is denominated in a Alternative Currency four (4))  Business Day’s prior notice to the Administrative Agent or, in the case of a Borrowing of  Domestic Rate Loans, notice delivered to the Administrative Agent no later than 12:00 noon  (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the  principal amount to be prepaid and, in the case of a prepayment of a Eurocurrency Loan, accrued  interest thereon to the date fixed for prepayment; provided that in the case of any such prepayment  of any Term Loans, Swingline Loans or Eurocurrency Loans, such prepayment shall be  accompanied by accrued interest thereon to the date fixed for prepayment plus amounts owing  under Section 1.12 hereof; provided further that any amounts not repaid on the date fixed for  prepayment shall be converted (subject to Sections 1.5 and 6.2 hereof) into a Borrowing of  Domestic Rate Loans.  The Administrative Agent will promptly advise each Lender of any such  prepayment notice it receives from the Borrower.     (b) Mandatory.  (i) If on any March 31, June 30, September 30 or December 31 occurring  after the date hereof the sum of (a) the U.S. Dollar Equivalent of all outstanding Revolving Loans  





 






  -14-  hereunder, (b) the aggregate Original Dollar Amount of all outstanding Swingline Loans  hereunder, and (c) the U.S. Dollar Equivalent of all L/C Obligations exceeds the Revolving Credit  Commitments as then in effect, the Borrower shall immediately prepay Revolving Loans and, if  necessary, prefund L/C Obligations in an aggregate amount such that after giving effect thereto the  sum of (A) the U.S. Dollar Equivalent of all outstanding Revolving Loans hereunder, (B) the  aggregate Original Dollar Amount of all outstanding Swingline Loans hereunder, and (C) the U.S.  Dollar Equivalent of all outstanding L/C Obligations is less than or equal to the Revolving Credit  Commitments as then in effect.   (ii) The Borrower shall, on each date the Revolving Credit Commitments are reduced  pursuant to Section 1.13 hereof, prepay the Revolving Loans and, if necessary, prefund the L/C  Obligations by the amount, if any, necessary to reduce the sum of the aggregate Original Dollar  Amount of all Revolving Loans and Swingline Loans and U.S. Dollar Equivalent of all L/C  Obligations then outstanding to the amount to which the Revolving Credit Commitments have  been so reduced.   (c) Term Loans. No amount of the Term Loans paid or prepaid may be reborrowed,  and, in the case of any partial prepayment, such prepayment shall be applied to the remaining  payments on the relevant Loans as set forth in the applicable Incremental Amendment.   Section 1.10. Default Rate.  Notwithstanding anything to the contrary contained herein, if  any principal of or interest on any Loan or any fee or other amount payable by the Borrower  hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such  overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to:   (a) for any Domestic Rate Loan, the sum of two percent (2%) plus the  Domestic Rate from time to time in effect plus the Applicable Margin for Domestic Rate  Loans;    (b) for any Eurocurrency Loan, the sum of two percent (2%) plus the rate of  interest in effect thereon at the time of such default until the end of the Interest Period  applicable thereto and, thereafter, if such Loan is denominated in U.S. Dollars, at a rate per  annum equal to the sum of two percent (2%) plus the Domestic Rate from time to time in  effect plus the Applicable Margin for Domestic Rate Loans or, if such Loan is denominated  in an Alternative Currency, at a rate per annum equal to the sum of the Eurocurrency  Margin, plus two percent (2%) plus the rate of interest per annum as determined by the  Administrative Agent (rounded upwards, if necessary, to the next higher one  hundred-thousandth of a percentage point) at which overnight or weekend deposits (or, if  such amount due remains unpaid more than three Business Days, then for such other period  of time not longer than one month as the Administrative Agent may elect in its absolute  discretion) of the relevant Alternative Currency for delivery in immediately available and  freely transferable funds would be offered by the Administrative Agent to major banks in  the interbank market upon request of such major banks for the applicable period as  determined above and in an amount comparable to the unpaid principal amount of any such  Eurocurrency Loan (or, if the Administrative Agent is not placing deposits in such  currency in the interbank market, then the Administrative Agent’s cost of funds in such  





 






  -15-  currency for such period);   (c) for any Swingline Loan, the sum of 2% plus the rate of interest in effect  thereon at the time of such default until the end of the Interest Period applicable thereto  and, thereafter, at a rate per annum equal to 2% plus the Applicable Margin for Domestic  Rate Loans plus the Domestic Rate from time to time in effect;   (d) for any Reimbursement Obligation, the sum of 2.0% plus the amounts due  under Section 1.3 hereof with respect to such Reimbursement Obligation;    (e) for any Letter of Credit, the sum of 2.0% plus the letter of credit fee due  under Section 2.1 hereof with respect to such Letter of Credit; and   (f) for any other amount owing hereunder not covered by clauses (a) through  (e) above, the sum of 2% plus the Applicable Margin plus the Domestic Rate from time to  time in effect.  provided, however, that in the absence of acceleration, any adjustments pursuant to this Section  1.10 shall be made at the election of the Administrative Agent, acting at the request or with the  consent of the Required Lenders, with written notice to the Borrower.  While any Event of Default  exists or after acceleration, interest shall be paid on demand of the Administrative Agent at the  request or with the consent of the Required Lenders.   Section 1.11. Evidence of Indebtedness; Notes.  (a)  Each Lender shall maintain in  accordance with its usual practice an account or accounts evidencing the indebtedness of the  Borrower to such Lender resulting from each Loan made by such Lender from time to time,  including the amounts of principal and interest payable and paid to such Lender from time to time  hereunder.   (b) The Administrative Agent shall also maintain accounts in which it will record (i) the  amount of each Loan made hereunder, the type thereof and the Interest Period with respect thereto,  (ii) the amount of any principal or interest due and payable or to become due and payable from the  Borrower to each Lender hereunder and (ciii) the amount of any sum received by the  Administrative Agent hereunder from the Borrower and each Lender’s share thereof.   (c) The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b)  above shall be prima facie evidence of the existence and amounts of the Obligations therein  recorded; provided, however, that the failure of the Administrative Agent or any Lender to  maintain such accounts or any error therein shall not in any manner affect the obligation of the  Borrower to repay the Obligations in accordance with their terms.   (d) Any Lender may request that its Loans be evidenced by a Note or Notes.  In such  event, the Borrower shall prepare, execute and deliver to such Lender a Note or Notes payable to  the order of such Lender in a form supplied by the Administrative Agent and reasonably  acceptable to the Borrower.  Thereafter, the Loans evidenced by such Note or Notes and interest  thereon shall at all times (including after any assignment pursuant to Section 12.12 hereof) be  





 






  -16-  represented by one or more Notes payable to the payee named therein or any registered assignee  permitted pursuant to Section 12.12 hereof except to the extent that any such Lender or assignee  subsequently returns any such Note for cancellation and requests that such Loans once again be  evidenced as described in subsections (a) and (b) above.   Section 1.12. Funding Indemnity.  If any Lender shall incur any loss, cost or expense  (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or  re-employment of deposits or other funds acquired by such Lender to fund or maintain any  Eurocurrency Loan or Swingline Loan or the relending or reinvesting of such deposits or amounts  paid or prepaid to such Lender, but excluding loss of profit and Applicable Margin) as a result of:   (a) any payment, prepayment or conversion of a Eurocurrency Loan or  Swingline Loan on a date other than the last day of its Interest Period,   (b) any failure (because of a failure to meet the conditions of Section 6  hereof or otherwise) by the Borrower to borrow or continue a Eurocurrency Loan or  Swingline Loan, or to convert a Domestic Rate Loan into a Eurocurrency Loan, on  the date specified in a notice given pursuant to Section 1.6(a) hereof or established  pursuant to Section 1.6(c) hereof,   (c) any failure by the Borrower to make any payment of principal on any  Eurocurrency Loan or Swingline Loan when due (whether by acceleration or  otherwise), or   (d) any acceleration of the maturity of a Eurocurrency Loan or Swingline  Loan as a result of the occurrence of any Event of Default hereunder,  then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will  reimburse such Lender for such loss, cost or expense.  If any Lender makes such a claim for  compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a  certificate executed by an officer of such Lender setting forth the amount of such loss, cost or  expense in reasonable detail (including an explanation of the basis for and the computation of such  loss, cost or expense) and the amounts shown on such certificate if reasonably calculated shall be  conclusive absent manifest error.   Section 1.13. Commitment Terminations.  (a) The Borrower shall have the right at any time  and from time to time, upon five (5) Business Days’ prior written notice to the Administrative  Agent (or such shorter period of time agreed by the Administrative Agent), to terminate the  Revolving Credit Commitments without premium or penalty, in whole or in part, any partial  termination to be in an amount not less than $5,000,000, provided that the Revolving Credit  Commitments may not be reduced to an amount less than the sum of the Original Dollar Amount  of all Revolving Loans and Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations  then outstanding.  The Borrower shall have the right at any time and from time to time, by notice to  the Administrative Agent, to reduce or terminate the L/C  Sublimit without premium or penalty, in  whole or in part; provided that the L/C Sublimit may not be reduced to an amount less than the  U.S. Dollar Equivalent of all L/C Obligations then outstanding. The Borrower shall have the right  





 






  -17-  at any time and from time to time, by notice to the Administrative Agent, to reduce or terminate the  Swingline Sublimit without premium or penalty, in whole or in part; provided that the Swingline  Sublimit may not be reduced to an amount less than the aggregate principal amount of the  Swingline Loans then outstanding.  Any such termination of the L/C  Sublimit or the Swingline  Sublimit shall not reduce the Revolving Credit Commitments unless the Borrower elects to do so  in the manner provided above.   (b) The Administrative Agent shall give prompt notice to each Lender pursuant to this  Section 1.13 of any termination of Revolving Credit Commitments. Any such termination of  Revolving Credit Commitments (i) shall be allocated ratably among the Lenders in proportion to  their respective Revolver Percentages and (ii) may not be reinstated.  Any termination of the  Revolving Credit Commitments to an aggregate amount less than the L/C Sublimit then in effect  shall reduce the L/C Sublimit to an amount equal to the Revolving Credit Commitments.  Any  termination of the Revolving Credit Commitments to an aggregate amount less than the Swingline  Sublimit then in effect shall reduce the Swingline Sublimit to an amount equal to the Revolving  Credit Commitments.   Section 1.14. Substitution of Lenders.  In the event (a) the Borrower receives a claim from  any Lender for compensation under Section 9.3 or 12.1 hereof, (b) the Borrower receives notice  from any Lender of any illegality pursuant to Section 9.1 hereof, (c) any Lender is then a  Defaulting Lender, or (d) a Lender fails to consent to an amendment or waiver requested under  Section 12.13 hereof at a time when the Required Lenders have approved such amendment or  waiver (any such Lender referred to in clause (a), (b), (c), or (d) above being hereinafter referred to  as an “Affected Lender”), the Borrower may, in addition to any other rights the Borrower may  have hereunder or under applicable law, require, at its expense, any such Affected Lender to  assign, at par plus accrued interest and fees, without recourse, all of its interest, rights, and  obligations hereunder (including all of its Revolving Credit Commitment and the Loans and  participation interests in Letters of Credit and Swingline Loans and other amounts at any time  owing to it hereunder and the other Credit Documents but excluding its existing rights to payments  pursuant to Section 9.3, Section 12.1 or Section 12.15 hereof) to an Eligible Assignee specified by  the Borrower, provided that:    (i) the Borrower shall have paid to the Administrative Agent the assignment  fee (if any) specified in Section 12.12 hereof;   (ii) such Lender shall have received payment of an amount equal to the  outstanding principal of its Loans and funded participations in L/C Obligations and  Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it  hereunder and under the other Credit Documents (including all amounts under Sections 9.3  and 12.1 hereof and any amounts under Section 12.15 hereof and any amounts under  Section 1.12 hereof as if the Loans owing to it were prepaid rather than assigned) from the  assignee (to the extent of such outstanding principal and accrued interest and fees) or the  Borrower (in the case of all other amounts);   (iii) in the case of any such assignment resulting from a claim for compensation  under Section 9.3 hereof or payments required to be made pursuant to Section 12.1 hereof,  





 






  -18-  such assignment will result in a reduction in such compensation or payments thereafter;   (iv) such assignment does not conflict with applicable law; and   (v) in the case of any assignment resulting from a Lender becoming a  Non-Consenting Lender, the applicable assignee shall have consented to the applicable  amendment, waiver or consent.  Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be  effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative  Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment  and Acceptance by reference pursuant to the Platform as to which the Administrative Agent and  such parties are participants), and (ii) the Lender required to make such assignment need not be a  party thereto in order for such assignment to be effective and shall be deemed to have consented to  an be bound by the terms thereof; provided that, following the effectiveness of any such  assignment, the other parties to such assignment agree to execute and deliver such documents  necessary to evidence such assignment as reasonably requested by the applicable Lender; provided  that any such documents shall be without recourse to or warranty by the parties thereto; provided  further that the failure of any Person to deliver any such further documents shall not affect the  validity of any such assignment.  A Lender shall not be required to make any such assignment or delegation if, prior thereto,  as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to  require such assignment and delegation cease to apply.   Section 1.15. Increase in Revolving Credit Commitments and New Term Loans.  The  Borrower may, on any Business Day after the Effective Date and prior to the Termination Date  (without the consent of any Lender) increase the aggregate amount of the Revolving Credit  Commitments and/or borrow one or more term loans under this Agreement (the “New Term  Loans”) by delivering an Increase Request substantially in the form attached hereto as Exhibit F  (or in such other form reasonably acceptable to the Administrative Agent) to the Administrative  Agent at least five (5) Business Days prior to the desired effective date of such increase of the  Revolving Credit Commitments or the making of such new term loan(s) (each an “Increase”).   The Increase Request shall identify additional Lenders (which additional Lenders shall be subject  to the consents and the other restrictions, in each case, as set forth in Section 12.12 hereof to the  same extent as if such additional Lenders were an assignee hereunder) and/or increased Revolving  Credit Commitments or New Term Loans of existing Lender(s) and the amount of each such  Lender’s Revolving Credit Commitment or New Term Loan commitment, as applicable; provided,  however, that:   (i) the amount of any such Increase in respect of (x) additional Revolving  Credit Commitments or New Term Loans shall be in an amount not less than $10,000,000  (or such lesser amount then agreed to by the Administrative Agent) and (y) New Term  Loans shall be in an amount not less than $20,000,000 (or such lesser amount then agreed  to by the Administrative Agent),  





 






  -19-   (ii) no Default or Event of Default has occurred and is continuing immediately  prior to, or after giving effect to the Revolving Loans or New Term Loans made pursuant  to such Increase, subject to the provisions of Section 4.4 hereof in the case of any New  Term Loan the proceeds of which will be used to finance a Limited Condition Acquisition,   (iii) all representations and warranties contained in Section 5 hereof shall be true  and correct in all material respects (or, in the case of any such representation or warranty  already qualified by materiality, in all respects) at the time of such request and on the  effective date of such Increase, except to the extent such representations and warranties  relate to an earlier date, in which case they shall be true and correct in all material respects  as of such date (or, in the case of any such representation or warranty already qualified by  materiality, in all respects), subject to the provisions of Section 4.4 hereof in the case of  any New Term Loan the proceeds of which will be used to finance a Limited Condition  Acquisition,   (iv) prior to the effectiveness of any Increase, the Administrative Agent shall  have received a copy, certified by the secretary or assistant secretary of the Parent, of  resolutions of the Parent’s board of directors authorizing the amount of such Increase,   (v) in the case of a New Term Loan, the Borrower and its Subsidiaries will be in  pro forma compliance (after giving effect to such New Term Loan) with all financial  covenants specified in Section 7.15 and 7.16 hereof as of the last day of the most recently  completed calendar quarter for which financial statements are available, subject to the  provisions of Section 4.4 hereof in the case of any New Term Loan the proceeds of which  will be used to finance a Limited Condition Acquisition,    (vi) in the case of an Increase in the aggregate Revolving Credit Commitments,  the Borrower shall not have terminated any portion of the Revolving Credit Commitments  pursuant to Section 1.13 hereof, and   (vii) the proceeds of any Borrowing of an Increase shall be used solely as  provided in Section 7.10 hereof.  The effective date (the “Increase Date”) of the Increase shall be the date the New Term Loans are  funded or the Revolving Credit Commitments are increased.  With respect to an Increase in the  Revolving Credit Commitments as described above, on the Increase Date, the new Lender(s) (or, if  applicable, existing Lender(s)) with a Revolving Credit Commitment shall advance Revolving  Loans, as applicable, in an amount sufficient such that after giving effect to such advance(s) or  loan(s) and the prepayment of Loans by any Lender(s) whose Revolving Credit Commitment is  not increased, each Lender shall have outstanding its Revolver Percentage of Revolving Loans, as  applicable.  It shall be a condition to such effectiveness that if any Eurocurrency Loans are  outstanding under the Revolving Credit on the date of such effectiveness of an Increase in the  Revolving Credit Commitments, such Eurocurrency Loans shall be deemed to be prepaid on such  date (to the minimum extent necessary to allocate such outstanding Eurocurrency Loans in  accordance with the Revolver Percentage of each Lender after giving effect to the related Increase)  and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 1.12 hereof.   





 






  -20-  The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of  the Administrative Agent relating to any Increase in accordance with Section 12.15 hereof.   Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase  its Revolving Credit Commitment or make a New Term Loan and no Lender’s Revolving Credit  Commitment shall be increased without its written consent thereto, and each Lender may at its  option, unconditionally and without cause, decline to increase its Revolving Credit Commitment  or make New Term Loans.  For the avoidance of doubt, all Revolving Loans made pursuant to an  Increase, and the Revolving Credit Commitments in connection therewith, shall be made on and  subject to the terms and conditions applicable to all other Revolving Loans and Revolving Credit  Commitments hereunder (other than arrangement, structuring, commitment or similar up-front  fees).  The New Term Loans (a) shall have a final maturity date no earlier than the Termination  Date, provided that, at the election of the Borrower,  New Term Loans in an aggregate principal  amount not to exceed $500,000,000 at any one time outstanding shall not be subject to this clause  (a), (b) shall amortize as agreed between the Borrower and the Lenders providing such New Term  Loan, and (c) shall otherwise be made on and subject to terms, taken as a whole, not materially  more favorable to the Lenders advancing the New Term Loans (other than in connection with  pricing, fees, scheduled amortization and customary mandatory prepayment terms) than those  applicable to the Revolving Loans, provided that delivery to the Administrative Agent at least five  Business Days prior to the incurrence of such New Term Loan (or, at the option of the Borrower,  five Business Days prior to the execution of a commitment letter or engagement letter with respect  to a New Term Loan) of a certificate from a Responsible Officer (together with a reasonably  detailed description of the material terms and conditions of such New Term Loan or drafts of the  documentation relating thereto) certifying that the Borrower has determined in good faith that such  terms and conditions comply with clause (c) above shall be conclusive evidence that such terms  and conditions comply with clause (c) above unless the Administrative Agent notifies the  Borrower within such five Business Day period that it disagrees with such determination  (including a reasonable description of the basis upon which it disagrees).  The Borrower may request from the Administrative Agent confirmation that the New Term  Loans comply with clause (c) above by delivering to the Administrative Agent a certificate from a  Responsible Officer to the effect that the terms of the New Term Loans comply with clause (c)  above together with a substantially final draft of the Incremental Amendment referred to below.  Commitments in respect of New Term Loans shall become effective under this Agreement  pursuant to an Increase Request and, if necessary, an amendment (an “Incremental Amendment”)  to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower and  Guarantors, each Lender agreeing to provide such New Term Loan, each additional Lender, if any,  and the Administrative Agent.  The Incremental Amendment may, without the consent of any  other Lenders, effect such amendments to this Agreement and the other Credit Documents as may  be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the  Borrower, to effect the provisions of this Section 1.15.  The Lenders hereby authorize the  Administrative Agent to execute such other documents, instruments and agreements as may be  necessary in the reasonable opinion of the Administrative Agent to give effect to the Incremental  Amendment.  





 






  -21-   Section 1.16. Defaulting Lenders.  (a) Defaulting Lender Adjustments.  Notwithstanding  anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,  then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by  applicable law:   (i) Waivers and Amendments.  Such Defaulting Lender’s right to approve or  disapprove any amendment, waiver or consent with respect to this Agreement shall be  restricted as set forth in the definition of Required Lenders and Section 12.13 hereof.   (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or  other amounts received by the Administrative Agent for the account of such Defaulting  Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 hereof or  otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to  Section 12.7 hereof shall be applied at such time or times as may be determined by the  Administrative Agent as follows: first, to the payment of any amounts owing by such  Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro  rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or the  Swingline Lender hereunder; third, to Cash Collateralize each L/C Issuer’s Fronting  Exposure with respect to such Defaulting Lender in accordance with Section 1.17 hereof;  fourth, as the Borrower may request (so long as no Default or Event of Default exists), to  the funding of any Loan in respect of which such Defaulting Lender has failed to fund its  portion thereof as required by this Agreement, as determined by the Administrative Agent;  fifth, if so determined by the Administrative Agent and the Borrower, to be held in a  deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s  potential future funding obligations with respect to Loans under this Agreement and (y)  Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such  Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in  accordance with Section 1.3 hereof; sixth, to the payment of any amounts owing to the  Lenders, any L/C Issuer or the Swingline Lender as a result of any judgment of a court of  competent jurisdiction obtained by any Lender, any L/C Issuer or the Swingline Lender  against such Defaulting Lender as a result of such Defaulting Lender’s breach of its  obligations under this Agreement; seventh, so long as no Default or Event of Default exists,  to the payment of any amounts owing to the Borrower as a result of any judgment of a court  of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a  result of such Defaulting Lender’s breach of its obligations under this Agreement; and  eighth, to such Defaulting Lender or as otherwise directed by a court of competent  jurisdiction; provided that if (x) such payment is a payment of the principal amount of any  Loans or L/C Obligations in respect of which such Defaulting Lender has not fully funded  its appropriate share, and (y) such Loans were made or the related Letters of Credit were  issued at a time when the conditions set forth in Section 6.2 hereof were satisfied or  waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations  owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the  payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such  time as all Loans and funded and unfunded participations in L/C Obligations and  Swingline Loans are held by the Lenders pro rata in accordance with their Percentages  without giving effect to Section 1.16(a)(iv) hereof. Any payments, prepayments or other  





 






  -22-  amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts  owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 1.16(a)(ii)  shall be deemed paid to and redirected by such Defaulting Lender, and each Lender  irrevocably consents hereto.   (iii) Certain Fees.    (A) Each Defaulting Lender shall be entitled to receive a facility fee  pursuant to Section 2.1(a) hereof for any period during which that Lender is a  Defaulting Lender only to extent allocable to the sum of (1) the outstanding  principal amount of the Revolving Loans funded by it, and (2) its Revolver  Percentage of the stated amount of Letters of Credit for which it has provided Cash  Collateral pursuant to Section 1.17 hereof.     (B) Each Defaulting Lender shall be entitled to receive a letter of credit  participation fee pursuant to Section 2.1(b) hereof for any period during which that  Lender is a Defaulting Lender only to the extent allocable to its Revolver  Percentage of the stated amount of Letters of Credit for which it has provided Cash  Collateral pursuant to Section 1.17 hereof.   (C) With respect to any facility fee or letter of credit participation fee  not required to be paid to any Defaulting Lender pursuant to clause (A) or (B)  above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of  any such fee otherwise payable to such Defaulting Lender with respect to such  Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has  been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y)  pay to the applicable L/C Issuer and Swingline Lender, as applicable, the amount of  any such fee otherwise payable to such Defaulting Lender to the extent allocable to  such L/C Issuer’s or Swingline Lender’s Fronting Exposure to such Defaulting  Lender, and (z) not be required to pay the remaining amount of any such fee.   (iv) Reallocation of Participations to Reduce Fronting Exposure.  All or any  part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans  shall be reallocated among the Non-Defaulting Lenders in accordance with their respective  Revolver Percentages (calculated without regard to such Defaulting Lender’s Revolving  Credit Commitment) but only to the extent that (x) the conditions set forth in Section 6.2  hereof are satisfied at the time of such reallocation (and, unless the Borrower shall have  otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to  have represented and warranted that such conditions are satisfied at such time), and (y)  such reallocation does not cause the aggregate Revolving Loans and interests in L/C  Obligations and Swingline Loans of any Non-Defaulting Lender to exceed such  Non-Defaulting Lender’s Revolving Credit Commitment.  Subject to Section 12.29 hereof,  no reallocation hereunder shall constitute a waiver or release of any claim of any party  hereunder against a Defaulting Lender arising from that Lender having become a  Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such  Non-Defaulting Lender’s increased exposure following such reallocation.  





 






  -23-   (v) Cash Collateral; Repayment of Swingline Loans.  If the reallocation  described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall,  without prejudice to any right or remedy available to it hereunder or under law, (x) first,  prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure  and (y) second, Cash Collateralize each L/C Issuer’s Fronting Exposure in accordance with  the procedures set forth in Section 1.17 hereof.   (b) Defaulting Lender Cure.  If the Borrower, the Administrative Agent, the Swingline  Lender and the L/C Issuers agree in writing that a Lender is no longer a Defaulting Lender, the  Administrative Agent promptly will so notify the parties hereto, whereupon as of the effective date  specified in such notice and subject to any conditions set forth therein (which may include  arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,  purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as  the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded  and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the  Lenders in accordance with their respective Percentages (without giving effect to Section  1.16(a)(iv) hereof), whereupon such Lender will cease to be a Defaulting Lender; provided that no  adjustments will be made retroactively with respect to fees accrued or payments made by or on  behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that  except to the extent otherwise expressly agreed by the affected parties, no change hereunder from  Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder  arising from that Lender’s having been a Defaulting Lender.   (c) New Letters of Credit.  So long as any Lender is a Defaulting Lender, no L/C Issuer  shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it  will have no Fronting Exposure after giving effect thereto.   Section 1.17. Cash Collateral for Fronting Exposure  At any time that there shall exist a  Defaulting Lender, within one (1) Business Day following the written request of the  Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrower  shall Cash Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting  Lender (determined after giving effect to Section 1.16(a)(iv) hereof and any Cash Collateral  provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.   (a) Grant of Security Interest.  Each of the Borrower, and to the extent provided by any  Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the  benefit of the applicable L/C Issuer, and agrees to maintain, a first priority security interest in all  such Cash Collateral as security for such Defaulting Lender’s obligation to fund participations in  respect of L/C Obligations, to be applied pursuant to clause (b) below.  If at any time the  Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person  other than the Administrative Agent and the applicable L/C Issuer as herein provided, or that the  total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower  shall, promptly upon demand by the Administrative Agent, pay or provide to the Administrative  Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving  effect to any Cash Collateral provided by such Defaulting Lender).  





 






  -24-   (b) Application.  Notwithstanding anything to the contrary contained in this Agreement,  Cash Collateral provided under this Section 1.17 or Section 1.16 hereof in respect of Letters of  Credit shall be applied to the satisfaction of such Defaulting Lender’s obligation to fund  participations in respect of L/C Obligations (including, as to Cash Collateral provided by a  Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so  provided, prior to any other application of such property as may otherwise be provided for herein.   (c) Termination of Requirement.  Cash Collateral (or the appropriate portion thereof)  provided to reduce an L/C Issuer’s Fronting Exposure shall no longer be required to be held as  Cash Collateral pursuant to this Section 1.17 following (A) the elimination of the applicable  Fronting Exposure (including by the termination of Defaulting Lender status of the applicable  Lender), or (B) the determination by the Administrative Agent and the applicable L/C Issuer that  there exists excess Cash Collateral; provided that the Person providing Cash Collateral and the  applicable L/C Issuer may agree that Cash Collateral shall be held to support future anticipated  Fronting Exposure or other obligations.  So long as no Default or Event of Default shall have  occurred and be continuing, upon determining that Cash Collateral shall no longer be required to  be provided under this Section 1.17 or that excess Cash Collateral exists, upon the Borrower's  request, the Administrative Agent shall promptly return the Cash Collateral (or excess portion) to  the Borrower.   Section 1.18. Extension of Termination Date.   (a) Request for Extension.  The Borrower may, by notice to the Administrative Agent  (who shall promptly notify the Lenders) not earlier than 60 days and not later than 30 days prior to  the second and third anniversary of the Amendment No. 2 Effective Date (each, an “Anniversary  Date”), request that each Lender extend such Lender’s Termination Date until April 14, 2027 (the  first such extended Termination Date being the “First Extended Termination Date”) and  thereafter, until April 14, 2028 (the second such extended Termination Date being the “Second  Extended Termination Date” and either such extended Termination Date being an “Extended  Termination Date”).   (b) Lender Elections to Extend.  Each Lender, acting in its sole and individual discretion,  shall, by notice to the Administrative Agent given not later than the date (the “Notice Date”) that  is 20 days prior to the applicable Anniversary Date, advise the Administrative Agent whether or  not such Lender agrees to such extension (and each Lender that determines to so extend its  Termination Date, an “Extending Lender,” and each Lender that determines not to so extend its  Termination Date, a “Non-Extending Lender”). Each Lender shall notify the Administrative  Agent of its decision whether or not to extend its Termination Date promptly after such  determination (but in any event no later than the Notice Date), and any Lender that does not so  advise the Administrative Agent on or before the Notice Date shall be deemed to be a  Non-Extending Lender.  The election of any Lender to agree to such extension shall not obligate  any other Lender to so agree.   (c) Notification by Administrative Agent.  The Administrative Agent shall notify the  Borrower of each Lender’s determination under this Section no later than the date 15 days prior to  the applicable Anniversary Date (or, if such date is not a Business Day, on the next preceding  





 






  -25-  Business Day).   (d) Additional Commitment Lenders.  The Borrower shall have the right on or before the  applicable Anniversary Date to replace each Non-Extending Lender with, and add as “Lenders”  under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional  Commitment Lender”) as provided in Section 1.14 each of which Additional Commitment  Lenders shall have entered into an Assignment and Acceptance pursuant to which such Additional  Commitment Lender shall, effective as of the applicable Anniversary Date, undertake a  Commitment (and, if any such Additional Commitment Lender is already a Lender, its  Commitment shall be in addition to such Lender’s Commitment hereunder on such date) (and  which Assignment and Acceptance may be executed in the name of a Non-Extending Lender  in  accordance with Section 1.14).   (e) Minimum Extension Requirement.  If (and only if) the aggregate dollar amount of the  Revolving Credit Commitments of the Lenders that have agreed so to extend their Termination  Date together with the additional Commitments of the Additional Commitment Lenders shall be  more than 51% of the aggregate dollar amount of the Revolving Credit Commitments in effect  immediately prior to the applicable Anniversary Date, then, effective as of the applicable  Anniversary Date, the Termination Date of each Extending Lender and of each Additional  Commitment Lender shall be extended to the First Extended Termination Date or Second  Extended Termination Date, as applicable (except that, if such date is not a Business Day, such  Extended Termination Date as so extended shall be the next preceding Business Day) and each  Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this  Agreement.   (f) Conditions to Effectiveness of Extensions.  Notwithstanding the foregoing, the  extension of the Termination Date pursuant to this Section shall not be effective with respect to  any Lender unless:   (i) no Default or Event of Default shall have occurred and be continuing on the  date of such extension and after giving effect thereto;   (ii) the representations and warranties contained in this Agreement are true and  correct in all material respects (or, in the case of any such representation or warranty  already qualified by materiality, in all respects) on and as of the date of such extension and  after giving effect thereto, as though made on and as of such date, except to the extent such  representations and warranties relate to an earlier date, in which case they are true and  correct in all material respects as of such date (or, in the case of any such representation or  warranty already qualified by materiality, in all respects); and   (iii) on or before the Initial Termination Date or the First Extended Termination  Date, as applicable, (1) the Borrower shall have paid in full the principal of and interest on  all of the Loans made by each Non-Extending Lender to the Borrower hereunder and (2)  the Borrower shall have paid in full all other amounts owing to such Non-Extending  Lender hereunder.  





 






  -26-   (g) Amendment; Sharing of Payments.  In connection with any extension of the  Termination Date, the Borrower, the Administrative Agent and each extending Lender may make  such amendments to this Agreement as the Administrative Agent determines to be reasonably  necessary to evidence the extension.   This Section shall supersede Sections 3.1 and 12.13, except  to the extent any amendment hereunder would adversely affect any Lender’s rights under clauses  (i) or (ii) of Section 12.13.   Section 1.19. Sustainability Adjustments.      (a) Following the date on which the Parent provides a Pricing Certificate in respect of the  most recently ended calendar year, the Applicable Margin shall be increased or decreased (or  neither increased nor decreased), as applicable, pursuant to the Sustainability Applicable Margin  Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this  Section 1.19.  For purposes of the foregoing, (A) the Sustainability Applicable Margin Adjustment  shall be determined as of the fifth Business Day following receipt by the Administrative Agent of  a Pricing Certificate delivered pursuant to Section 7.6(e) based upon the KPI Metrics set forth in  such Pricing Certificate and the calculations of the Sustainability Applicable Margin Adjustment  therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the  Applicable Margin resulting from a Pricing Certificate shall be effective during the period  commencing on and including the applicable Sustainability Pricing Adjustment Date and ending  on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the  case of non-delivery of a Pricing Certificate for the immediately following period, the last day  such Pricing Certificate for such following period could have been delivered pursuant to the terms  of Section 7.6(e)).   (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect  of any calendar year.  It is further understood and agreed that the Applicable Margin will never be  reduced or increased by more than 0.02% per annum pursuant to the Sustainability Applicable  Margin Adjustment during any calendar year.  For the avoidance of doubt, any adjustment to the  Applicable Margin by reason of meeting one or both KPI Metrics in any year shall not be  cumulative year-over-year.  Each applicable adjustment shall only apply until the date on which  the next adjustment is due to take place.   (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by  the Parent by the time required pursuant to Section 7.6(e), the Sustainability Applicable Margin  Adjustment will be positive 0.02% per annum commencing on the last day by which such Pricing  Certificate was required to have been delivered pursuant to the terms of Section 7.6(e) and  continuing until the fifth (5th) Business Day after the  Parent delivers a Pricing Certificate to the  Administrative Agent.   (d) If (i)(A) the Parent or any Lender becomes aware of any material inaccuracy in the  Sustainability Applicable Margin Adjustment or the KPI Metrics as reported in a Pricing  Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of  any Lender, such Lender delivers, not later than 10 Business Days after obtaining knowledge  thereof, a written notice to the Administrative Agent describing such Pricing Certificate  Inaccuracy in reasonable detail (which description shall be promptly shared with each Lender and  





 






  -27-  the Parent), or (B) the Parent and the Lenders agree that there was a Pricing Certificate Inaccuracy  at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability  Applicable Margin Adjustment or the KPI Metrics would have resulted in both an increase in the  Applicable Margin for any applicable period and an increase in the amount of interest payable by  the Borrower for such applicable period, the Borrower shall be obligated to pay to the  Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as  the case may be, promptly following written demand by the Administrative Agent (or, after the  occurrence of an Event of Default under Section 8.1(f) or (g) with respect to the Borrower,  automatically and without further action by the Administrative Agent, any Lender or any L/C  Issuer), but in any event within 10 Business Days after the Parent has received written notice of, or  has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the  excess of (1) the amount of interest that should have been paid for such period over (2) the amount  of interest actually paid for such period.  If the Parent becomes aware of any Pricing Certificate  Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Applicable  Margin Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin  for any period, then, upon receipt by the Administrative Agent of notice from the Parent of such  Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the  Sustainability Applicable Margin Adjustment or the KPI Metrics, as applicable, and shall be  promptly shared with each Lender), commencing on the Business Day following receipt by the  Administrative Agent of such notice, the Applicable Margin shall be adjusted to reflect the  corrected calculations of the Sustainability Applicable Margin Adjustment or the KPI Metrics, as  applicable.   It is understood and agreed that any Pricing Certificate Inaccuracy  shall not constitute a  Default or Event of Default unless (i) the Parent fails to make a payment required by the foregoing  terms of this Section 1.19(d) with respect to such Pricing Certificate Inaccuracy following demand  for payment by the Administrative Agent made in accordance with the foregoing terms of this  Section 1.19(d), (ii) such Pricing Certificate Inaccuracy would have resulted in an increase in the  Applicable Margin for such period and (iii) such Pricing Certificate Inaccuracy resulted in an  increase in the amount of interest payable by the Borrower for such applicable period.   Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the  occurrence of an Event of Default under Section 8.1(f) or (g) with respect to the Borrower, (a) any  additional amounts required to be paid pursuant to the immediately preceding paragraph shall not  be due and payable until a written demand is made for such payment by the Administrative Agent  in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or  upon such demand for payment by the Administrative Agent shall not constitute a Default or Event  of Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be  deemed overdue prior to such a demand or shall accrue interest at the Default Rate prior to such a  demand.   (e) Each party hereto hereby agrees that neither the Administrative Agent nor the  Sustainability Coordinator shall have any responsibility for (or liability in respect of) reviewing,  auditing or otherwise evaluating any calculation by the Parent of any Sustainability Applicable  Margin Adjustment (or any of the data or computations that are part of or related to any such  calculation) set forth in any Pricing Certificate (and the Administrative Agent may rely  conclusively on any such certificate, without further inquiry).  





 






  -28-   (f) To the extent any event occurs (which would include, without limitation, a material  disposition or material acquisition) which, in the opinion of the Parent and the Administrative  Agent, acting reasonably, means that one or more of the KPI Metrics is no longer appropriate, then  the Parent and the Administrative Agent will report to the Lenders that such KPI Metric will no  longer apply. In such a scenario, the Parent will then cease to refer to the applicable KPI Metric in  the Pricing Certificate for such period.  SECTION 2. FEES.   Section 2.1. Fees.  (a) Facility Fee.  For the period from the Effective Date to and  including the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable  account of the Lenders in accordance with their Revolver Percentages a facility fee (the “Facility  Fee”) on the average daily Revolving Credit Commitments, regardless of usage, at a rate per  annum equal to the applicable Facility Fee in the definition of Applicable Margin; provided that if  any Lender continues to have outstanding Revolving Loans, Swingline Loans or L/C Obligations  (including participations therein) after its Revolving Credit Commitment terminates, then the  Facility Fee shall continue to accrue on the daily amount of such Lender’s outstanding Revolving  Loans, Swingline Loans and L/C Obligations (including participations therein).  Accrued Facility  Fees shall be due and payable in arrears on June 30, 2016, on the last day of each calendar quarter  thereafter and on the Termination Date, unless the Revolving Credit Commitments are terminated  in whole on an earlier date, in which event the fee for the period to but not including the date of  such termination shall be paid in whole on the date of such termination; provided that any Facility  Fee accruing after the date the Revolving Credit Commitments terminate shall be payable on  demand.   (b) Letter of Credit Fees.  On the date of issuance or extension, or increase in the amount,  of any Letter of Credit pursuant to Section 1.3 hereof, the Borrower shall pay to the applicable L/C  Issuer for its own account a fronting fee equal to 0.125% of the face amount of (or of the increase  in the face amount of) such Letter of Credit.  Quarterly in arrears, on the last day of each calendar  quarter, commencing on June 30, 2016, the Borrower shall pay to the Administrative Agent, for  the ratable benefit of the Lenders in accordance with their Revolver Percentages, a letter of credit  fee at a rate per annum equal to the Applicable Margin in effect during each day of such quarter  applied to the daily average U.S. Dollar Equivalent of the face amount of Letters of Credit  outstanding during such quarter.  In addition, the Borrower shall pay to the applicable L/C Issuer  for its own account such L/C Issuer’s standard issuance, drawing, negotiation, amendment,  assignment, and other administrative fees for each Letter of Credit as established by such L/C  Issuer from time to time.    (c) Administrative Agent Fees.  The Borrower shall pay to the Administrative Agent the  fees agreed to between the Administrative Agent and the Parent in writing from time to time.   (d) Fee Calculations.  All fees payable under Sections 2.1(a) and (b) hereof shall be  computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days  elapsed.  





 






  -29-  SECTION 3. PLACE AND APPLICATION OF PAYMENTS.   Section 3.1. Place and Application of Payments.  (a)  All payments of principal of and  interest on the Loans and the Reimbursement Obligations, and of all other amounts payable by the  Borrower under this Agreement, shall be made by the Borrower to the Administrative Agent by no  later than 12:00 noon (Chicago time) on the due date thereof at the principal office of the  Administrative Agent in Chicago, Illinois (or such other location in the State of Illinois as the  Administrative Agent may designate to the Borrower) or, if such payment is to be made in an  Alternative Currency, no later than 12:00 noon local time at the place of payment to such office as  the Administrative Agent has previously specified in a notice to the Borrower for the benefit of the  Person or Persons entitled thereto.  Any payments received after such time shall be deemed to have  been received by the Administrative Agent on the next Business Day.  All such payments shall be  made (i) in U.S. Dollars, in immediately available funds at the place of payment, or (ii) in the case  of amounts payable hereunder in an Alternative Currency, in such Alternative Currency in such  funds then customary for the settlement of international transactions in such currency, in each case  without setoff or counterclaim.  The Administrative Agent will promptly thereafter cause to be  distributed like funds relating to the payment of principal or interest on Loans and on  Reimbursement Obligations in which the Lenders have purchased Participating Interests or facility  fees ratably to the Lenders and like funds relating to the payment of any other amount payable to  any Person to such Person, in each case to be applied in accordance with the terms of this  Agreement.  If the Administrative Agent causes amounts to be distributed to the Lenders in  reliance upon the assumption that the Borrower will make a scheduled payment and such  scheduled payment is not so made, each Lender shall, on demand, repay to the Administrative  Agent the amount distributed to such Lender together with interest thereon in respect of each day  during the period commencing on the date such amount was distributed to such Lender and ending  on (but excluding) the date such Lender repays such amount to the Administrative Agent, at a rate  per annum equal to:  (i) from the date the distribution was made to the date two (2) Business Days  after payment by such Lender is due hereunder, (x) if such scheduled payment was to be made in  U.S. Dollars, the Federal Funds Rate for each such day and (y) if such scheduled payment was to  be made in an Alternative Currency, at the rate of interest per annum as determined by the  Administrative Agent at which overnight or weekend deposits in the relevant currency for delivery  of immediately available and freely transferable funds are offered by the Person serving as  Administrative Agent to major banks in the interbank market for each such day and (ii) from the  date two (2) Business Days after the date such payment is due from such Lender to the date such  payment is made by such Lender, (x) if such scheduled payment was to be made in U.S. Dollars,  the Domestic Rate in effect for each such day and (y) if such scheduled payment was to be made in  an Alternative Currency, the rate per annum established by Section 1.10(b) hereof for  Eurocurrency Loans denominated in such currency.   (b) Unless Administrative Agent shall have received notice from Borrower prior  to the date on which any payment is due to Administrative Agent for the account of any Lender,  the Swingline Lender or the L/C Issuer hereunder that Borrower will not make such payment,  Administrative Agent may assume that Borrower has made such payment on such date in  accordance herewith and may (but shall not be required to) in reliance upon such assumption,  distribute to the applicable Lenders, Swingline Lender or the L/C Issuer, as the case may be, the  amount due.  With respect to any payment that Administrative Agent makes to any Lender, the  





 






  -30-  Swingline Lender or the L/C Issuer as to which Administrative Agent determines (in its sole and  absolute discretion) that any of the following applies (such payment referred to as the  “Rescindable Amount”): (1) Borrower has not in fact made the corresponding payment to  Administrative Agent; (2) Administrative Agent has made a payment in excess of the amount(s)  received by it from Borrower either individually or in the aggregate (whether or not then owed); or  (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each  of the Lenders, the Swingline Lender and the L/C Issuer severally agrees to repay to  Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender,  Swingline Lender or L/C Issuer, in immediately available funds with interest thereon, for each day  from and including the date such amount is received by it to but excluding the date of payment to  Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by  Administrative Agent in accordance with banking industry rules on interbank compensation.  SECTION 4. DEFINITIONS; INTERPRETATION.   Section 4.1. Definitions.  The following terms when used herein have the following  meanings:  “Account” is defined in Section 8.4(b) hereof.  “Acquired Business” means the entity or assets acquired by the Parent or one of its  Subsidiaries in an Acquisition.  “Acquisition” means any transaction, or any series of related transactions, consummated  after the Effective Date, by which the Parent or any of its Subsidiaries (i) acquires any business or  all or substantially all of the assets of any firm, corporation or division thereof, whether through  purchase of assets, merger or otherwise, (ii) directly or indirectly acquires (in one transaction or as  the most recent transaction in a series of transactions) at least a majority (in number of votes) of the  securities of a corporation which have ordinary voting power for the election of directors (other  than securities having such power only by reason of the happening of a contingency) or at least a  majority of the partnership interests of any partnership or at least a majority interest in a joint  venture or (iii) merges, consolidates or otherwise combines with another Person (other than a  Person that is a Subsidiary or the Parent) provided that the Parent or the Subsidiary is the surviving  entity or such surviving entity becomes a Subsidiary.   “Act” is defined in Section 12.28 hereof.  “Additional Commitment Lender” is defined in Section 1.18 hereof.  “Adjusted EBIT” means, for any period, Consolidated Net Income for such period plus all  amounts deducted in arriving at such Consolidated Net Income for such period for (i) Interest  Expense, (ii) federal, state and local income tax expense, (iii) all non-cash contributions or  accruals to or with respect to deferred profit sharing or compensation, and (iv) Permitted  Adjustments; provided that any amounts added to Consolidated Net Income pursuant to clause (iii)  above for any period shall be deducted from Consolidated Net Income for the period, if ever, in  which such amounts are paid in cash by the Parent or any of its Subsidiaries.  





 






  -31-  “Adjusted EBITDA” means, for any period, Consolidated Net Income for such period plus  all amounts deducted in arriving at such Consolidated Net Income for such period for (i) Interest  Expense, (ii) federal, state and local income tax expense, (iii) all amounts properly charged for  depreciation of fixed assets and amortization of intangible assets on the books of the Parent and its  Restricted Subsidiaries, (iv) all non-cash contributions or accruals to or with respect to deferred  profit sharing or compensation, and (v) Permitted Adjustments; provided that any amounts added  to Consolidated Net Income pursuant to clause (iv) above for any period shall be deducted from  Consolidated Net Income for the period, if ever, in which such amounts are paid in cash by the  Parent or any of its Subsidiaries.  “Adjusted LIBOR” means, for any Borrowing of Eurocurrency Loans, a rate per annum  determined in accordance with the following formula:  Adjusted LIBOR =              LIBOR___________  1 - Eurocurrency Reserve Percentage  Where,  “LIBOR” means, for an Interest Period for a Borrowing of Eurocurrency Loans,  the higher of (i) (a) the LIBOR Index Rate for such Interest Period, if such rate is available  and can be determined, and (b) if the LIBOR Index Rate is not available and cannot be  determined, the average rate of interest per annum (rounded upwards, if necessary, to the  nearest one hundred-thousandth of a percentage point) at which deposits in U.S. Dollars or  the relevant Alternative Currency, as appropriate, in immediately available funds are  offered to the Person serving as the Administrative Agent at 11:00 a.m. (London, England  time) two (2) Business Days before the beginning of such Interest Period by major banks in  the interbank eurocurrency market for delivery on the first day of and for a period equal to  such Interest Period in an amount equal or comparable to the principal amount of the  Eurocurrency Loan scheduled to be made by the Person serving as the Administrative  Agent as part of such Borrowing and (ii) 0.00%.  “LIBOR Index Rate” means, for any Interest Period, the rate per annum (rounded  upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for  deposits in U.S. Dollars or the relevant Alternative Currency, as appropriate, for a period  equal to such Interest Period, which appears on the appropriate Reuters Page for such  currency, as of 11:00 a.m. (London, England time) on the day two (2) Business Days  before the commencement of such Interest Period.  “Reuters Page” means the page designated on the Reuters Service (or on any  successor or substitute page of such service, or any successor to or a publicly available  substitute for such service, providing rate quotations comparable to those currently  provided or, if not currently provided, previously provided on such page of such service, as  determined by the Administrative Agent from time to time for purposes of providing  quotations of interest rates applicable to deposits in the London interbank market in the  applicable currency).  





 






  -32-  “Eurocurrency Reserve Percentage” means, for any Borrowing of Eurocurrency  Loans, the daily average for the applicable Interest Period of the maximum rate, expressed  as a decimal, at which reserves (including, without limitation, any supplemental, marginal  and emergency reserves) are imposed during such Interest Period by the Board of  Governors of the Federal Reserve System (or any successor) on “eurocurrency liabilities”,  as defined in such Board’s Regulation D (or in respect of any other category of liabilities  that includes deposits by reference to which the interest rate on Eurocurrency Loans is  determined or any category of extensions of credit or other assets that include loans by  non-United States offices of any Lender to United States residents), subject to any  amendments of such reserve requirement by such Board or its successor, taking into  account any transitional adjustments thereto.  For purposes of this definition, the  Eurocurrency Loans shall be deemed to be “eurocurrency liabilities” as defined in such  Regulation D without benefit or credit for any prorations, exemptions or offsets under such  Regulation D.  “Administrative Agent” means Bank of Montreal and any successor pursuant to Section  10.7 hereof.  “Administrative Questionnaire” means an administrative questionnaire in a form supplied  by the Administrative Agent.  “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK  Financial Institution.  “Affected Lender” is defined in Section 1.14 hereof.  “Affiliate” means, as to any Person, any other Person which directly or indirectly controls,  or is under common control with, or is controlled by, such Person.  As used in this definition,  “control” (including, with their correlative meanings, “controlled by” and “under common  control with”) means possession, directly or indirectly, of power to direct or cause the direction of  management or policies of a Person (whether through ownership of securities or partnership or  other ownership interests, by contract or otherwise); provided that, in any event for purposes of  this definition:  (i) any Person which owns directly or indirectly 10% or more of the securities  having ordinary voting power for the election of directors or other governing body of a corporation  or 10% or more of the partnership or other ownership interests of any other Person (other than as a  limited partner of such other Person) will be deemed to control such corporation or other Person;  and (ii) each director and executive officer of the Parent or any Subsidiary shall be deemed an  Affiliate of the Parent and each Subsidiary. Notwithstanding the foregoing, in relation to National  Westminster Bank plc, the term “Affiliate” shall not include (i) the UK government or any  member or instrumentality thereof, including Her Majesty's Treasury and UK Financial  Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons  or entities controlled by or under common control with the UK government or any member or  instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited)  and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary  undertakings.  





 






  -33-  “Agreed Currency” means any of (i) U.S. Dollars and (ii) each Alternative Currency.  “Agreement” means this Second Amended and Restated Multicurrency Credit Agreement,  as amended by Amendment No. 1 and Amendment No. 2 and as may be further amended,  modified, restated or supplemented from time to time pursuant to the terms hereof.  “Alternative Currency” means any of Australian Dollars, Canadian Dollars, Euros, Hong  Kong Dollars, Japanese Yen, Pound Sterling, and Swiss Francs, and any other currency approved  by all the Lenders, in each case for so long as such currency is readily available to all the Lenders  and is freely transferable and freely convertible to U.S. Dollars and the Reuters Monitor Money  Rates Service (or any successor thereto or other service designated by the Administrative Agent)  reports a LIBOR or applicable Currency Rate (or other benchmark designated by the  Administrative Agent) for such currency for interest periods of one, two, three and six calendar  months; provided that if any Lender provides written notice to the Borrower (with a copy to the  Administrative Agent) that any currency control or other exchange regulations are imposed in the  country in which any such Alternative Currency is issued and that in the reasonable opinion of  such Lender funding a Loan in such currency is impractical, then such currency shall cease to be an  Alternative Currency hereunder until such time as all the Lenders reinstate such country’s  currency as an Alternative Currency; provided further that Pounds Sterling shall not be an  available Alternative Currency until such time as this Agreement is amended in accordance with  Section 9.6, to address a Benchmark Replacement for loans denominated in Pounds Sterling.  “AML Laws” means all laws, rules, and regulations of any jurisdiction applicable to the  Borrower, the Subsidiaries or any Guarantor from time to time concerning or relating to  anti-money laundering.  “Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement, dated as of  May [  ]16, 2018, by and among the Borrower, the Guarantors party thereto, the Lenders party  thereto and the Administrative Agent.  “Amendment No. 1 Effective Date” shall have the meaning set forth in Amendment No. 1.  “Amendment No. 2” means that certain Amendment No. 2 to Credit Agreement, dated as of  April 14, 2021, by and among the Borrower, the Guarantors party thereto, the Lenders party  thereto and the Administrative Agent.  “Amendment No. 2 Effective Date” shall have the meaning set forth in Amendment No. 2.  “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction  applicable to the Borrower, the Subsidiaries or any Guarantor from time to time concerning or  relating to bribery or corruption.  “Applicable Margin” means, on any date with respect to the Loans, Reimbursement  Obligations, and the Facility Fees and letter of credit fees payable under Section 2.1 hereof, the  rates per annum determined in accordance with the following schedule as in effect on such date as  determined pursuant to the provisions of the definition of Pricing Date:  





 






  -34-            LEVEL    APPLICABLE MARGIN FOR  DOMESTIC RATE LOANS  AND REIMBURSEMENT  OBLIGATIONS      APPLICABLE MARGIN FOR  EUROCURRENCY LOANS  AND LETTER OF CREDIT  FEE            FACILITY FEE  LEVEL I  0.000% 0.775% 0.100%  LEVEL II  0.000% 0.850% 0.100%  LEVEL III  0.000% 0.900% 0.100%  LEVEL IV 0.000% 1.000% 0.150%  LEVEL V 0.175% 1.175% 0.175%  ; provided that from the Amendment No. 12 Effective Date until the Pricing Date for the fiscal  quarter of the Parent ending JuneMarch 3031, 20182021, the Borrower shall be in Level IIIII.  It is  understood and agreed that the Applicable Margin with respect to Eurocurrency Loans, Domestic  Rate Loans and Reimbursement Obligations (but, for the avoidance of doubt, not the Facility Fee)  shall be adjusted from time to time based upon the Sustainability Applicable Margin Adjustment  (to be calculated and applied as set forth in Section 1.19); provided that in no event shall the  Applicable Margin with respect to Eurocurrency Loans, Domestic Rate Loans and Reimbursement  Obligations be less than zero percent per annum.  “Application” is defined in Section 1.3(b) hereof.  “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an  Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a  Lender.  “Assignment and Acceptance” means an assignment and acceptance entered into by a  Lender and an Eligible Assignee (with the consent of any party whose consent is required by  Section 12.12 hereof), and accepted by the Administrative Agent, in substantially the form of  Exhibit G or any other form approved by the Administrative Agent.  “Authorized Representative” means those persons shown on the list of officers of the  Borrower or Parent provided by the Borrower pursuant to Section 6.1(i) hereof, or on any updated  such list provided by the Parent to the Administrative Agent, or any further or different officer of  the Borrower or Parent so named by any Authorized Representative of the Parent in a written  notice to the Administrative Agent.  “Available Tenor” means, as of any date of determination and with respect to the  then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for  interest calculated with reference to such Benchmark, as applicable, that is or may be used for  determining the length of an Interest Period pursuant to this Agreement as of such date and not  including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the  definition of “Interest Period” pursuant to clause (e) of Section 9.6.  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the  applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial  





 






  -35-  Institution.  “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing  Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European  Union, the implementing law, regulation, rule or requirement for such EEA Member Country from  time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the  United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time)  and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of  unsound or failing banks, investment firms or other financial institutions or their affiliates (other  than through liquidation, administration or other insolvency proceedings).  “Bank Product Agreement” means any agreement to provide cash management services,  including treasury, depository, overdraft, credit or debit card, stored value cards, electronic funds  transfer, supply chain financing arrangements and other cash management arrangements that is  entered into by and between the Parent or any Subsidiary (other than a Mortgage Unrestricted  Subsidiary) and any Bank Product Lender.  “Bank Product Lender” means any Person that, (a) at the time it enters into a Bank Product  Agreement, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the  Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender or the Administrative  Agent (including on the Amendment No. 1 Effective Date and Amendment No. 2 Effective Date),  is a party to a Bank Product Agreement, in each case in its capacity as a party to such Bank Product  Agreement.  “Bank Product Obligations” means any and all obligations of the Parent and any  Subsidiary (other than a Mortgage Unrestricted Subsidiary), whether absolute or contingent and  howsoever and whensoever created, arising, evidenced or acquired (including all renewals,  extensions and modifications thereof and substitutions therefor) in connection with any Bank  Product Agreement.  “Benchmark” means for any Agreed Currency, initially, the Relevant Rate for such  currency; provided that if a Benchmark Transition Event, a Term SOFR Event or an Early Opt-in  Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to  a Relevant Rate or the then-current Benchmark, then “Benchmark” means the applicable  Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior  benchmark rate pursuant to clause (a) or (b) of Section 9.6.  “Benchmark Replacement” means, for any Available Tenor, the first alternative set forth  in the order below that can be determined by the Administrative Agent for the applicable  Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Agreed  Currency other than U.S. Dollars, “Benchmark Replacement” shall mean the alternative set forth  in (3) below:   (1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement  Adjustment;  





 






  -36-   (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark  Replacement Adjustment;   (3) the sum of: (a) the alternate benchmark rate that has been selected by the  Administrative Agent and the Borrower as the replacement for the then-current Benchmark  for the applicable Corresponding Tenor giving due consideration to (i) any selection or  recommendation of a replacement benchmark rate or the mechanism for determining such  a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market  convention for determining a benchmark rate as a replacement for the then-current  Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency  at such time in the United States and (b) the related Benchmark Replacement Adjustment;  provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a  screen or other information service that publishes such rate from time to time as selected by the  Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything  to the contrary in this Agreement or in any other Credit Document and solely with respect to Loans  denominated in U.S. Dollars, upon the occurrence of a Term SOFR Event, and the delivery of a  Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark  Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the  related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to  the first proviso above).  If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above  would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the  purposes of this Agreement and the other Credit Documents.  “Benchmark Replacement Adjustment” means, with respect to any replacement of the then  current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest  Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:   (1) for purposes of clauses (1) and (2) of the definition of “Benchmark  Replacement,” the first alternative set forth in the order below that can be determined by  the Administrative Agent:   (a) the spread adjustment, or method for calculating or determining  such spread adjustment, (which may be a positive or negative value or zero) as of  the Reference Time such Benchmark Replacement is first set for such Interest  Period that has been selected or recommended by the Relevant Governmental Body  for the replacement of such Benchmark with the applicable Unadjusted Benchmark  Replacement for the applicable Corresponding Tenor;   (b) the spread adjustment (which may be a positive or negative value or  zero) as of the Reference Time such Benchmark Replacement is first set for such  Interest Period that would apply to the fallback rate for a derivative transaction  referencing the ISDA Definitions to be effective upon an index cessation event  with respect to such Benchmark for the applicable Corresponding Tenor; and  





 






  -37-   (2) for purposes of clause (3) of the definition of “Benchmark Replacement,”  the spread adjustment, or method for calculating or determining such spread adjustment,  (which may be a positive or negative value or zero) that has been selected by the  Administrative Agent and the Borrower for the applicable Corresponding Tenor and  Agreed Currency giving due consideration to (i) any selection or recommendation of a  spread adjustment, or method for calculating or determining such spread adjustment, for  the replacement of such Benchmark with the applicable Unadjusted Benchmark  Replacement by the Relevant Governmental Body on the applicable Benchmark  Replacement Date and/or (ii) any evolving or then-prevailing market convention for  determining a spread adjustment, or method for calculating or determining such spread  adjustment, for the replacement of such Benchmark with the applicable Unadjusted  Benchmark Replacement for syndicated credit facilities denominated in the applicable  Agreed Currency;  provided that, in the case of clause (1) above, such adjustment is displayed on a screen or  other information service that publishes such Benchmark Replacement Adjustment from time to  time as selected by the Administrative Agent in its reasonable discretion.  “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark  Replacement, any technical, administrative or operational changes (including changes to the  definition of “Domestic Rate,” the definition of “Business Day,” the definition of “Interest  Period,” the timing and frequency of determining rates and making payments of interest, the  timing of borrowing requests or prepayment, conversion or continuation notices, the length of  lookback periods, the applicability of breakage provisions, and other technical, administrative or  operational matters) that the Administrative Agent decides may be appropriate to reflect the  adoption and implementation of such Benchmark Replacement and to permit the administration  thereof by the Administrative Agent in a manner substantially consistent with market practice (or,  if the Administrative Agent decides that adoption of any portion of such market practice is not  administratively feasible or if the Administrative Agent determines that no market practice for the  administration of such Benchmark Replacement exists, in such other manner of administration as  the Administrative Agent decides is reasonably necessary in connection with the administration of  this Agreement and the other Credit Documents).  “Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to  occur of the following events with respect to such then-current Benchmark:   (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition  Event,” the later of (a) the date of the public statement or publication of information  referenced therein and (b) the date on which the administrator of such Benchmark (or the  published component used in the calculation thereof) permanently or indefinitely ceases to  provide all Available Tenors of such Benchmark (or such component thereof);   (2) in the case of clause (3) of the definition of “Benchmark Transition Event,”  the date of the public statement or publication of information referenced therein;   (3) in the case of a Term SOFR Event, the date that is 30 days after the date a  





 






  -38-  Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 9.6(b);  or   (4) in the case of an Early Opt-in Election, the 6th Business Day after the date  notice of such Early Opt-in Election is provided to the Lenders, so long as the  Administrative Agent has not received, by 5:00 p.m. (Chicago time) on the 5th Business  Day after the date notice of such Early Opt-in Election is provided to the Lenders, written  notice of objection to such Early Opt-in Election from Lenders comprising the Required  Lenders.  For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date  occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the  Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for  such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred  in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the  applicable event or events set forth therein with respect to all then-current Available Tenors of  such Benchmark (or the published component used in the calculation thereof).  “Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of  one or more of the following events with respect to such then-current Benchmark:   (1) a public statement or publication of information by or on behalf of the  administrator of such Benchmark (or the published component used in the calculation  thereof) announcing that such administrator has ceased or will cease to provide all  Available Tenors of such Benchmark (or such component thereof), permanently or  indefinitely; provided that, at the time of such statement or publication, there is no  successor administrator that will continue to provide any Available Tenor of such  Benchmark (or such component thereof);   (2) a public statement or publication of information by the regulatory  supervisor for the administrator of such Benchmark (or the published component used in  the calculation thereof), the FRB, the NYFRB, the central bank for the Agreed Currency  applicable to such Benchmark, an insolvency official with jurisdiction over the  administrator for such Benchmark (or such component), a resolution authority with  jurisdiction over the administrator for such Benchmark (or such component) or a court or  an entity with similar insolvency or resolution authority over the administrator for such  Benchmark (or such component), in each case, which states that the administrator of such  Benchmark (or such component) has ceased or will cease to provide all Available Tenors  of such Benchmark (or such component thereof) permanently or indefinitely, provided  that, at the time of such statement or publication, there is no successor administrator that  will continue to provide any Available Tenor of such Benchmark (or such component  thereof) or   (3) a public statement or publication of information by the regulatory  supervisor for the administrator of such Benchmark (or the published component used in  the calculation thereof) announcing that all Available Tenors of such Benchmark (or such  





 






  -39-  component thereof) are no longer representative.  For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have  occurred with respect to any Benchmark if a public statement or publication of information set  forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or  the published component used in the calculation thereof).  “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if  any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of  that definition has occurred if, at such time, no Benchmark Replacement has replaced the  then-current Benchmark for all purposes hereunder and under any Credit Document in accordance  with Section 9.6 and (y) ending at the time that a Benchmark Replacement has replaced the  then-current Benchmark for all purposes hereunder and under any Credit Document in accordance  with Section 9.6.  “Beneficial Ownership Certification” means a certification regarding beneficial  ownership required by the Beneficial Ownership Regulation, which certification shall be  substantially similar in form and substance to the form of Certification Regarding Beneficial  Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and  Trading Association and Securities Industry and Financial Markets Association.  “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.  “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is  subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code  or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for  purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such  “employee benefit plan” or “plan”.  “BHC Act Affiliate” is defined in Section 12.30 hereof.  “Borrower” is defined in the introductory paragraph of this Agreement.  “Borrowing” means the total of Loans and Swingline Loans, as applicable, of a single type  advanced, continued for an additional Interest Period, or converted from a different type into such  type by the Lenders under a Facility on a single date and for a single Interest Period.  Borrowings  of Loans are made and maintained ratably from each of the Lenders under a Facility according to  their Percentages of such Facility.  Borrowings of Swingline Loans are made by the Swingline  Lender in accordance with the procedures set forth in Section 1.2 hereof.  A Borrowing is  “advanced” on the day Lenders advance funds comprising such Borrowing to the Borrower, is  “continued” on the day a new Interest Period for the same type of Loans commences for such  Borrowing, and is “converted” on the day such Borrowing is changed from one type of Loan to the  other, all as requested by the Borrower pursuant to Section 1.6(a) hereof.  “Business Day” means any day other than a Saturday or Sunday on which Lenders are not  authorized or required to close in Chicago, Illinois and, if the applicable Business Day relates to  





 






  -40-  the borrowing or payment of a Eurocurrency Loan or a Letter of Credit denominated in an  Alternative Currency, on which banks are dealing in U.S. Dollar deposits or the relevant  Alternative Currency in the interbank market in London, England and, if the applicable Business  Day relates to the borrowing or payment of a Eurocurrency Loan denominated in an Alternative  Currency, on which banks and foreign exchange markets are open for business in the city where  disbursements of or payments on such Loan are to be made and, if such Alternative Currency is the  Euro or any national currency of a nation that is a member of the European Economic and  Monetary Union, which is a TARGET Settlement Day.  “Capital Lease” means, subject to Section 4.3, at any date any lease of Property which, in  accordance with GAAP, would be required to be capitalized on the balance sheet of the lessee.  “Capitalized Lease Obligations” means, subject to Section 4.3, for any Person, the amount  of such Person’s liabilities under Capital Leases determined at any date in accordance with GAAP.  “Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative  Agent, for the benefit of one or more of the L/C Issuers or Lenders, as collateral for L/C  Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or  deposit account balances subject to a first priority perfected security interest in favor of the  Administrative Agent or, if the Administrative Agent and the applicable L/C Issuer shall agree in  their sole discretion, other credit support, in each case pursuant to documentation in form and  substance satisfactory to the Administrative Agent and such L/C Issuer.  “Cash Collateral” shall  have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral  and other credit support.  “Cash Flow Leverage Ratio” means as of the last day of any calendar quarter for which  financial statements have been delivered pursuant to Section 7.6 hereof the ratio of the Total  Funded Debt as of such day to Adjusted EBITDA for the four calendar quarters then ended on such  day.  “Cash Interest Coverage Ratio” means as of the last day of any calendar quarter for which  financial statements have been delivered pursuant to Section 7.6 hereof the ratio of Adjusted EBIT  for the four calendar quarters then ended to Cash Interest Expense for the same four (4) calendar  quarters then ended on such day.  “Cash Interest Expense” means, for any period, the sum of all cash interest charges of the  Parent and its Restricted Subsidiaries for such period determined on a consolidated basis in  accordance with GAAP.  “Change in Law” means the occurrence, after the date of this AgreementAmendment No.  2 Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule,  regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,  interpretation, implementation or application thereof by any Governmental Authority, or (c) the  making or issuance of any request, rule, guideline or directive (whether or not having the force of  law) by any Governmental Authority; provided that notwithstanding anything herein to the  contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,  





 






  -41-  rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all  requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the  Basel Committee on Banking Supervision (or any successor or similar authority) or United States  or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to  be a “Change in Law”, regardless of the date enacted, adopted or issued.  “Change of Control” means at any time:   (i) the Parent ceases to be the ultimate “beneficial owner” (as defined  in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange  Act”)) of at least 99% of the total voting power of the Voting Stock of the Borrower;   (ii) any Person becomes the beneficial owner of securities of the Parent  representing 30% or more of the then outstanding Voting Stock of the Parent; or   (iii) during any period of twenty-four consecutive months beginning  after the Effective Date, individuals who at the beginning of such period constitute the  Board of Directors of the Parent (the “Board”), together with any new director (other than  a director designated by a person who has entered into an agreement with the Parent to  effect a transaction described in clause (ii) of this Change of Control definition) whose  election or nomination for election was approved by a vote of at least two-thirds of the  directors then still in office who either were directors at the beginning of the period or  whose election or nomination for election was previously so approved, cease for any  reason to constitute a majority of the Board.  For purposes of the definition of Change of Control, “Person” shall have the meaning  ascribed to such term in Section 3(a)(9) of the Exchange Act as supplemented by Section 13(d)(3)  of the Exchange Act; provided, however, that Person shall not include (i) the Parent or any  Wholly-Owned Subsidiary, or (ii) any Person who, as of the Effective Date, was the beneficial  owner of securities of the Parent representing 20% or more of the combined voting power.  “Code” means the Internal Revenue Code of 1986, as amended and any successor statute  thereto.  “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as  amended from time to time, and any successor statute.  “Compliance Certificate” means a certificate in the form of Exhibit D hereto.  “Consolidated Net Income” means, for any period, the net income (or net loss) of the  Parent, its Restricted Subsidiaries and the Mortgage Unrestricted Subsidiaries for such period  computed on a consolidated basis in accordance with GAAP, but excluding any extraordinary  profits or losses; provided that there shall be included in such determination for such period all  such amounts attributable to any Person acquired pursuant to an Acquisition to the extent such  Person is not subsequently sold or otherwise disposed of (other than in a transaction pursuant to  which the business of such Person is retained by the Parent or a Subsidiary of the Parent) during  





 






  -42-  such period for the portion of such period prior to such Acquisition; provided further that there  shall be excluded the income of any such consolidated Mortgage Unrestricted Subsidiary to the  extent that the declaration or payment of dividends or similar distributions of that income by such  consolidated subsidiary to a Restricted Subsidiary or the Parent is not at the time permitted by  operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or  governmental regulation applicable to such consolidated subsidiary.  “Contractual Obligation” means, as to any Person, any provision of any security issued by  such Person or of any agreement, instrument or undertaking to which such Person is a party or by  which it or any of its Property is bound.  “Controlled Group” means all members of a controlled group of corporations and all  trades and businesses (whether or not incorporated) under common control that, together with the  Parent or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.  “Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a  tenor (including overnight) or an interest payment period having approximately the same length  (disregarding business day adjustment) as such Available Tenor.  “Covered Entity” is defined in Section 12.30 hereof.  “Covered Party” is defined in Section 12.30 hereof.  “Credit Documents” means this Agreement, Amendment No. 1, Amendment No. 2, the  Notes, the Applications, the Letters of Credit and each Subsidiary Guarantee Agreement delivered  to the Administrative Agent pursuant to Section 7.21 hereof.  “Credit Event” means the advancing of any Loan or Swingline Loan, the continuation of  or conversion into a Eurocurrency Loan denominated in an Alternative Currency, or the issuance  of, or extension of the expiration date or increase in the amount of, any Letter of Credit.  “CRR” means the Council Regulation (EU) No 575/2013 of the European Parliament and  of the Council of 26 June 2013 on prudential requirements for credit institutions and investment  firms and amending Regulation (EU) No 648/2012.  “Currency Rate” means with respect to: (i) Australian Dollars, the rate per annum equal to  the Bank Bill Swap Reference Bid Rate (“BBSY”),; and (ii) Canadian Dollars, the rate per annum  equal to the Canadian Dollar Offered Rate (“CDOR”), as published on the applicable Reuters  Page; and (iii) Hong Kong Dollars, the rate per annum equal to the Hong Kong Interbank Offered  Rate (“HIBOR”), in each case as published on the applicable Reuters Page (or such other  commercially available source providing such quotations as may be designated by the  Administrative Agent from time to time) on the day and as of the time as is generally treated as the  rate fixing day and time by market practice in such interbank market, as determined by the  Administrative Agent  with a term equivalent to such Interest Period.  “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which  





 






  -43-  will include a lookback) being established by the Administrative Agent in accordance with the  conventions for this rate selected or recommended by the Relevant Governmental Body for  determining “Daily Simple SOFR” for syndicated business loans; provided that if the  Administrative Agent decides that any such convention is not administratively feasible for the  Administrative Agent, then the Administrative Agent may establish another convention in its  reasonable discretion.  “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all  other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,  moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws  of the United States of America or other applicable jurisdictions from time to time in effect.  “Default” means any event or condition the occurrence of which would, with the passage  of time or the giving of notice, or both, constitute an Event of Default.  “Default Rights” is defined in Section 12.30 hereof.   “Defaulting Lender” means, subject to Section 1.16(b) hereof, any Lender that (a) has  failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such  Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent  and the Borrower in writing that such failure is the result of such Lender’s good faith  determination that one or more conditions precedent to funding (each of which conditions  precedent, together with any applicable default, shall be specifically identified in such writing) has  not been satisfied, or (ii) pay to the Administrative Agent, each L/C Issuer, the Swingline Lender  or any other Lender any other amount required to be paid by it hereunder (including in respect of  its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date  when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer or the  Swingline Lender in writing that it does not intend to comply with its funding obligations  hereunder, or has made a public statement to that effect (unless such writing or public statement  relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based  on such Lender’s good faith determination that a condition precedent to funding (which condition  precedent, together with any applicable default, shall be specifically identified in such writing or  public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written  request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative  Agent and the Borrower that it will comply with its prospective funding obligations hereunder  (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon  receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or  has a direct or indirect parent company that has, at any time after the Effective Date, other than via  an Undisclosed Administration (i) become the subject of a proceeding under any Debtor Relief  Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for  the benefit of creditors or similar Person charged with reorganization or liquidation of its business  or assets, including the Federal Deposit Insurance Corporation or any other state, or federal or  national regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In  Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership  or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof  by a Governmental Authority so long as such ownership interest does not result in or provide such  





 






  -44-  Lender with immunity from the jurisdiction of courts within the United States of America or from  the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such  Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements  made with such Lender.  Any determination by the Administrative Agent that a Lender is a  Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent  manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section  1.16(b)) upon delivery of written notice of such determination to the Borrower, each L/C Issuer,  the Swingline Lender and each Lender.  “Designated Disbursement Account” means the account of the Borrower maintained with  the Administrative Agent or its Affiliate and designated in writing to the Administrative Agent as  the Borrower’s Designated Disbursement Account (or such other account as the Borrower and the  Administrative Agent may otherwise agree).  “Domestic Rate” means, for any day, a rate per annum equal to the greatest of:    (i) the higher of (A) the rate of interest announced or otherwise established by  the Person serving as Administrative Agent from time to time as its prime commercial rate,  or its equivalent, for U.S. Dollar loans to borrowers located in the United States as in effect  on such day, with any change in the Domestic Rate resulting from a change in said prime  commercial rate to be effective as of the date of the relevant change in said prime  commercial rate (it being acknowledged and agreed that such rate may not be such  Person’s best or lowest rate) and (B) 0.00%,    (ii) the sum of (A) the rate determined by the Administrative Agent to be the  average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per  annum quoted to the Administrative Agent at approximately 10:00 a.m. (Chicago time) (or  as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on  the immediately preceding Business Day) by two or more Federal funds brokers selected  by the Administrative Agent for sale to the Person serving as Administrative Agent at face  value of Federal funds in the secondary market in an amount equal or comparable to the  principal amount for which such rate is being determined, plus (B) 1/2 of 1%, and    (iii) the LIBOR Quoted Rate for such day plus 1.00%.  As used herein, the term  “LIBOR Quoted Rate” means, for any day, a rate per annum equal to the quotient of (A)  the higher of (a) the rate per annum (rounded upwards, if necessary, to the next higher one  hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a one-month  interest period which appears on the LIBOR01 Page of the Reuters Service (or any  successor thereto or other service designated by the Administrative Agent) as of 11:00 a.m.  (London, England time) on such day (or, if such day is not a Business Day, on the  immediately preceding Business Day) and (b) 0.00% divided by (B) one (1) minus the  Eurocurrency Reserve Percentage (calculated for this purpose as if each Domestic Rate  Loan were a Eurocurrency Loan).  “Domestic Rate Loan” means a Loan bearing interest prior to maturity at a rate specified in  Section 1.4(a) hereof.  





 






  -45-  “Early Opt-in Election” means,   (1) in the case of Loans denominated in U.S. Dollars, the occurrence of:   (a) a notification by the Administrative Agent to (or the request by the  Borrower or the Required Lenders to the Administrative Agent to notify) each of  the other parties hereto that at least five currently outstanding U.S.  dollar-denominated syndicated credit facilities at such time contain (as a result of  amendment or as originally executed) a SOFR-based rate (including SOFR, a term  SOFR or any other rate based upon SOFR) as a benchmark rate (and such  syndicated credit facilities are identified in such notice and are publicly available  for review), and   (b) the joint election by the Administrative Agent and the Borrower to  trigger a fallback from LIBOR and the provision by the Administrative Agent of  written notice of such election to the Lenders.   (2) in the case of Loans denominated in any other Agreed Currency, the  occurrence of:   (a) a notification by the Administrative Agent to (or the request by the  Borrower to the Administrative Agent to notify) each of the other parties hereto that  at least five (5) currently outstanding syndicated credit facilities denominated in the  applicable Agreed Currency at such time contain (as a result of amendment or as  originally executed) a new benchmark interest rate to replace the Relevant Rate,  and   (b) the joint election by the Administrative Agent and the Borrower to  trigger a fallback from LIBOR and the provision by the Administrative Agent of  written notice of such election to the Lenders.  “EEA Financial Institution” means (a) any credit institution or investment firm established  in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,  (b) any entity established in an EEA Member Country which is a parent of an institution described  in clause (a) of this definition, or (c) any financial institution established in an EEA Member  Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and  is subject to consolidated supervision with its parent.  “EEA Member Country” means any of the member states of the European Union, Iceland,  Liechtenstein, and Norway.  “EEA Resolution Authority” means any public administrative authority or any person  entrusted with public administrative authority of any EEA Member Country (including any  delegee) having responsibility for the resolution of any EEA Financial Institution.  “Effective Date” means the date of this Agreement or such later Business Day upon which  





 






  -46-  each condition described in Section 6.1 hereof shall be satisfied or waived in a manner acceptable  to the Administrative Agent in its discretion.  “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved  Fund, and (d) any other Person that is a Non-Public Lender (in the case of this clause (d)) approved  by (i) the Administrative Agent, (ii) each L/C Issuer, (iii) the Swingline Lender, and (iv) unless an  Event of Default has occurred and is continuing, the Parent (each such approval not to be  unreasonably withheld or delayed and if it is delayed for more than fiveten (510) Business Days it  is deemed to be given); provided that notwithstanding the foregoing, “Eligible Assignee” shall not  include a natural Person,  the Borrower or any Guarantor or any of the Parent’s Affiliates or  Subsidiaries.  “Environmental and Health Laws” means any and all federal, state, local and foreign  statutes, laws, regulations, ordinances, judgments, permits and other governmental rules or  restrictions relating to human health, safety (including without limitation occupational safety and  health standards), or the environment or to emissions, discharges or releases of pollutants,  contaminants, hazardous or toxic substances, wastes or any other controlled or regulated substance  into the environment, including without limitation ambient air, surface water, ground water or  land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,  disposal, transport or handling of pollutants, contaminants, hazardous or toxic substances, wastes  or any other controlled or regulated substance or the clean-up or other remediation thereof.  “ERISA” is defined in Section 5.8 hereof.  “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published  by the Loan Market Association (or any successor person), as in effect from time to time.  “Eurocurrency Loan” means a Loan bearing interest prior to maturity at the rate specified  in Section 1.4(b) hereof.  “Eurocurrency Reserve Percentage” is defined in the definition of “Adjusted LIBOR” in  this Section 4.1.  “Event of Default” means any of the events or circumstances specified in Section 8.1  hereof.  “Excess Interest” is defined in Section 12.24 hereof.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation  if, and to the extent that, all or a portion of the Guaranty of such Guarantor of such Swap  Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or  any rule, regulation or order of the Commodity Futures Trading Commission (or the application or  official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to  constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the  





 






  -47-  regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security  interest becomes effective with respect to such related Swap Obligation.  If a Swap Obligation  arises under a master agreement governing more than one swap, such exclusion shall apply only to  the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or  security interest is or becomes illegal.  “Existing Credit Agreement” is defined in the preliminary statement of this Agreement.  “Existing Letters of Credit” is defined in Section 1.3(a) hereof.  “Extending Lender” is defined in Section 1.18(b) hereof.  “Facility” means any of the Revolving Facility or any Term Loan Facility.  “Facility Fee” is defined in Section 2.1 hereof.  “FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement  (or any amended or successor version that is substantively comparable and not materially more  onerous to comply with), any current or future regulations or official interpretations thereof and  any agreements entered into pursuant to Section 1471(b)(1) of the Code.  “Federal Funds Rate” means the fluctuating interest rate per annum described in part (A)  of clause (ii) of the definition of Domestic Rate.  “First Extended Termination Date” is defined in Section 1.18 hereof   “Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of  the Amendment No. 2 Effective Date, the modification, amendment or renewal of this Agreement  or otherwise) with respect to the Relevant Rate.   “FRB” means the Board of Governors of the Federal Reserve System of the United States.  “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to  an L/C Issuer, such Defaulting Lender’s Revolver Percentage of the outstanding L/C Obligations  with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which  such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash  Collateralized by the Borrower or such Defaulting Lender in accordance with the terms hereof, and  (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolver Percentage of  outstanding Swingline Loans made by the Swingline Lender other than Swingline Loans as to  which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or  repaid in accordance with the terms hereof.  “Fund” means any Person (other than a natural person) that is (or will be) engaged in  making, purchasing, holding or otherwise investing in commercial loans and similar extensions of  credit in the ordinary course of its business.  





 






  -48-  “GAAP” means generally accepted accounting principles set forth from time to time in the  opinions and pronouncements of the Accounting Principles Board and the American Institute of  Certified Public Accountants and statements and pronouncements of the Financial Accounting  Standards Board (or agencies with similar functions of comparable stature and authority within the  U.S. accounting profession), which are applicable to the circumstances as of the date of  determination.  “Governmental Authority” means the government of the United States of America or any  other nation, or of any political subdivision thereof, whether state or local, and any agency,  authority, instrumentality, regulatory body, court, central bank or other entity exercising  executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or  pertaining to government (including any supra‐national bodies such as the European Union or the  European Central Bank).  “Greenhouse Gas Applicable Margin Adjustment Amount” means, with respect to any  calendar year, (a) positive 0.01% per annum, if the Greenhouse Gas Metric for such calendar year  as set forth in the applicable KPI Metrics Report is more than the Greenhouse Gas Threshold for  such calendar year, (b) 0.00% per annum if the Greenhouse Gas Metric for such calendar year as  set forth in the applicable KPI Metrics Report is less than or equal to the Greenhouse Gas  Threshold for such calendar year but more than the Greenhouse Gas Target for such calendar year,  and (c) negative 0.01% per annum, if the Greenhouse Gas Metric for such calendar year as set  forth in the applicable KPI Metrics Report is less than or equal to the Greenhouse Gas Target for  such calendar year.  “Greenhouse Gas Auditor” means [Bureau Veritas UK Limited], or any replacement  auditor thereof as designated from time to time by the Parent; provided, that any such replacement  Greenhouse Gas Auditor (a) shall be (i) a nationally recognized auditing firm, (ii) a nationally  recognized assurance provider or (iii) an independent consultant with experience with  environmental, social and governance research and assurance services, as designated by the Parent  and identified to the Lenders, so long as Lenders constituting the Required Lenders do not object  to such designation pursuant to this clause (a)(iii) within 5 Business Days after notice thereof, and  (b) shall apply substantially the same auditing standards and methodology used in the Initial KPI  Metrics Report, except for any changes to such standards and/or methodology that (i) are  consistent with then generally accepted industry standards or (ii) if not so consistent, are proposed  by the Parent and notified to the Administrative Agent (who shall promptly notify the Lenders), so  long as Lenders constituting Required Lenders do not object to such changes within 10 Business  Days after notice thereof.   “Greenhouse Gas Metric” means, the total amount of greenhouse gas emissions from all  of the Parent’s and its Subsidiaries’ locations, measured in metric tons of carbon dioxide  equivalent (tCO2e) of throughput, as reported annually to the Administrative Agent by the  Greenhouse Gas Auditor in the KPI Metric Report attached to each Pricing Certificate.  The metric  tons of CO2e shall include Scope 1 and Scope 2.  “Greenhouse Gas Target” means, with respect to any calendar year, the Greenhouse Gas  Target for such calendar year as set forth in the Sustainability Table.  





 






  -49-  “Greenhouse Gas Threshold” means, with respect to any calendar year, the Greenhouse  Gas Threshold for such calendar year as set forth in the Sustainability Table.  “Guarantor” means (i) the Parent, Jones Lang LaSalle Americas, Inc., a Maryland  corporation, LaSalle Investment Management, Inc., a Maryland corporation, Jones Lang LaSalle  International, Inc., a Delaware corporation, Jones Lang LaSalle Co-Investment, Inc., a Maryland  corporation, Jones Lang LaSalle Limited, a company organized under the laws of England and  Wales, Jones Lang LaSalle SE, a European stock corporation (Societas Europae, SE) under  German law, Jones Lang LaSalle New England, LLC, a Delaware limited liability company, Jones  Lang LaSalle Brokerage, Inc., a Texas corporation, or, in each case other than the Parent, its  permitted successors and assigns and (ii) any other Subsidiary of the Parent designated by the  Borrower as a Guarantor as required by Section 7.21 hereof.  “Guaranty” by any Person means (without duplication) all obligations (other than  endorsements in the ordinary course of business of negotiable instruments for deposit or  collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or  other financial obligation (including, without limitation, limited or full recourse obligations in  connection with sales of receivables or any other Property) of any other Person (the “primary  obligor”) in any manner, whether directly or indirectly, including, without limitation, all  obligations incurred through an agreement, contingent or otherwise, by such Person:  (i) to  purchase such Indebtedness or obligation or any Property or assets constituting security therefor,  (ii) to advance or supply funds (x) for the purchase or payment of such Indebtedness or obligation,  or (y) to maintain working capital or other balance sheet condition, or otherwise to advance or  make available funds for the purchase or payment of such Indebtedness or obligation, (iii) to lease  property or to purchase Securities or other property or services primarily for the purpose of  assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make  payment of the Indebtedness or obligation, or (iv) otherwise to assure the owner of the  Indebtedness or obligation of the primary obligor against loss in respect thereof.  For the purpose  of all computations made under this Agreement, the amount of a Guaranty in respect of any  obligation shall be deemed to be equal to the maximum aggregate amount of such obligation at the  time the amount of the Guaranty is being determined or, if the Guaranty is limited to less than the  full amount of such obligation, the maximum aggregate potential liability under the terms of the  Guaranty at the time the amount of the Guaranty is being determined.  “Hazardous Material” means any substance or material which is hazardous or toxic, and  includes, without limitation, (a) asbestos, polychlorinated biphenyls, dioxins and petroleum or its  by-products or derivatives (including crude oil or any fraction thereof) and (b) any other material  or substance classified or regulated as “hazardous” or “toxic” pursuant to any Environmental and  Health Law.  “Hedge Agreement” means any Swap Contract that is entered into by and between the the  Parent or any Restricted Subsidiary and any Hedge Bank.  “Hedge Bank” means any Person that, (a) at the time it enters into a Swap Contract, is a  Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative  Agent, or (b) at the time it (or its Affiliate) becomes a Lender or the Administrative Agent  





 






  -50-  (including on the Amendment No. 1 Effective Date and Amendment No. 2 Effective Date), is a  party to a Swap Contract, in each case in its capacity as a party to such Swap Contract.  “Increase” is defined in Section 1.15 hereof.  “Increase Request” means an Increase Request substantially in the form attached hereto as  Exhibit F or in such other form acceptable to the Administrative Agent.  “Incremental Amendment” is defined in Section 1.15 hereof.  “Indebtedness” means for any Person (without duplication), (i) obligations of such Person  for borrowed money, (ii) obligations of such Person representing the deferred purchase price of  property or services other than accounts payable and other accrued liabilities arising in the  ordinary course of business on terms customary in the trade and other than deferred employee,  officer or director compensation, (iii) obligations of such Person evidenced by notes, acceptances,  or other instruments of such Person or pursuant to letters of credit issued for such Person’s  account, (iv) obligations, whether or not assumed, secured by Liens or payable out of the proceeds  or production from Property now or hereafter owned or acquired by such Person, (v) Capitalized  Lease Obligations of such Person, and (vi) obligations for which such Person is obligated pursuant  to a Guaranty.  For the sake of clarity, (i) performance guarantees (other than guarantees of the  payment of Indebtedness), performance and surety bonds and environmental, “bad boy” and  completion guarantees provided by the Borrower, the Parent, or any Subsidiary, (ii) pension  liabilities of the Parent or any Subsidiary, (iii) indebtedness consolidated onto the books and  records of the Parent for GAAP purposes under Accounting Standards Codification Topic 810  (formerly referred to as EITF 04-05 and FIN 46R) or any successor standard which otherwise  would not be consolidated, and (iv) earn-outs or other earned deferred payment obligations  incurred in connection with Permitted Acquisitions, if measured in whole or in part by events or  performance occurring after the purchase, to the extent either (i) such obligations are contingent  and remain contingent under the purchase agreement for such Permitted Acquisition or (ii) such  obligations have become fixed and are due and payable no later than sixty (60) days after such  obligations have become fixed, in each case, shall not be considered as Indebtedness.  “Initial KPI Metrics Report” means the first KPI Metrics Report delivered by the Parent  pursuant to Section 7.6(e) following the Amendment No. 2 Effective Date, the methodology of  which will be substantially similar to the Global Sustainability Report, dated 2019, from Jones  Lang LaSalle IP, Inc.  “Initial Termination Date” means April 14, 2026.  “Interest Expense” means, for any period, the sum of all interest charges of the Parent and  its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with  GAAP.  “Interest Period” is defined in Section 1.7 hereof.  “ISDA Definitions” means the 2006 ISDA Definitions published by the International  





 






  -51-  Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented  from time to time, or any successor definitional booklet for interest rate derivatives published from  time to time by the International Swaps and Derivatives Association, Inc. or such successor  thereto.  “ISP” means, with respect to any Letter of Credit, the “International Standby Practices  1998” published by the Institute of International Banking Law & Practice, Inc. (or such later  version thereof as may be in effect at the time of issuance).  “KPI Metrics” means each of the Greenhouse Gas Metric and the Sustainability  Certificate Percentage.  “KPI Metrics Report” means an annual report (it being understood that this annual report  may take the form of the Sustainability Report) that sets forth the calculations for each KPI Metric  for a specific year, beginning with the publicly available annual report covering fiscal year 2021.   “L/C Documents” means the Letters of Credit, any draft or other document presented in  connection with a drawing thereunder, the Applications and this Agreement.  “L/C Issuer” means (a) with respect to Letters of Credit issued hereunder on or after the  Effective Date, (i) each of Bank of Montreal and, Bank of America, N.A., HSBC Bank USA, N.A.,  JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. and (ii) any other Lender to the extent it  has agreed in its sole discretion to act as an “L/C Issuer” hereunder and that has been approved in  writing by the Parent and the Administrative Agent (such approval by the Administrative Agent  not to be unreasonably delayed or withheld) as an “ L/C Issuer” hereunder, in each case in its  capacity as issuer of any Letter of Credit and (b) with respect to the Existing Letters of Credit,  Bank of Montreal and BMO Harris Bank N.A. in their respective capacity as issuer thereof.  Any  L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by  Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate  with respect to Letters of Credit issued by such Affiliate.  “L/C Obligations” means the aggregate U.S. Dollar Equivalent of the undrawn face  amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.  For  purposes of computing the amount available to be drawn under any Letter of Credit, the amount of  such Letter of Credit shall be determined in accordance with Section 4.5 hereof.  For all purposes  of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but  any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or 3.14 of the  ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining  available to be drawn.  “L/C Sublimit” means an aggregate amount equal to the lesser of (a) $50,000,000 (or such  higher amount not in excess of $150,000,000 in the aggregate as the L/C Issuers and the  Administrative Agent may agree in their sole discretion) and (b) the aggregate amount of the L/C  Issuers’ Letter of Credit Commitments at such time, as such amount may be reduced pursuant to  the terms hereof.  The Letter of CreditL/C Sublimit is part of, and not in addition to, the Revolving  Facility.  





 






  -52-  “LCA Test Date” is defined in Section 4.4 hereof.  “Lenders” means and includes the financial institutions from time to time party to this  Agreement, including each assignee Lender pursuant to Section 12.12 hereof and each Lender that  becomes a party hereto pursuant to Section 1.15 hereto and, unless the context otherwise requires,  the Swingline Lender.  “Lending Office” is defined in Section 9.4 hereof.  “Letter of Credit” is defined in Section 1.3(a) hereof.  “Letter of Credit Commitment” means, as to any L/C Issuer at any time, (a) the amount set  forth opposite such L/C Issuer’s name on Schedule 1 under the caption “Letter of Credit  Commitment” or (b) for any other L/C Issuer becoming an L/C Issuer after the Closing Date, such  amount as separately agreed to in a written agreement between the Parent and such L/C Issuer  (which such agreement shall be promptly delivered to the Administrative Agent upon execution),  in each case of clauses (a) and (b) above, any such amount may be changed after the Closing Date  in a written agreement between the Parent and such L/C Issuer (which such agreement shall be  promptly delivered to the Administrative Agent upon execution), as such amount may be adjusted  from time to time in accordance with this Agreement; provided that the Letter of Credit  Commitment with respect to any Person that ceases to be an L/C Issuer for any reason pursuant to  the terms hereof shall be $0 (subject to the Letters of Credit of such Person remaining outstanding  in accordance with the provisions hereof).  “Level I” exists at any date if, at such date, the Cash Flow Leverage Ratio is less than 1.00  to 1.00.  “Level II” exists at any date if, at such date, Level I does not exist and the Cash Flow  Leverage Ratio is less than 1.50 to 1.00.  “Level III” exists at any date if, at such date, neither Level I nor Level II exists and the  Cash Flow Leverage Ratio is less than 2.50 to 1.00.  “Level IV” exists at any date if, at such date, neither Level I, Level II nor Level III exists  and the Cash Flow Leverage Ratio is less than 3.50 to 1.00.  “Level V” exists at any date if, at such date, none of Level I, Level II, Level III or Level IV  exists.  “LIBOR” is defined in the definition of “Adjusted LIBOR” in this Section 4.1.  “LIBOR SuccessorLIBO Rate” is defined in Section 9.2(b)4.6.  “Lien” means any interest in Property securing an obligation owed to a Person other than  the owner of the Property, whether such interest is based on the common law, statute or contract,  including, but not limited to, the security interest lien arising from a mortgage, encumbrance,  





 






  -53-  pledge, conditional sale, security agreement or trust receipt, or a lease, consignment or bailment  for security purposes.  The term “Lien” shall also include survey exceptions or encumbrances,  easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes,  or zoning or other restrictions as to the use of real properties.  For the purposes of this definition, a  Person shall be deemed to be the owner of any Property which it has acquired or holds subject to a  conditional sale agreement, Capital Lease or other arrangement pursuant to which title to the  Property has been retained by or vested in some other Person for security purposes, and such  retention of title shall constitute a “Lien.”  “Limited Condition Acquisition” means a Permitted Acquisition by the Parent or one or  more of its Subsidiaries whose consummation is not conditioned on the availability of, or on  obtaining, third party financing and which is designated as a Limited Condition Acquisition by the  Parent in writing to the Administrative Agent on or prior to the date the definitive agreements for  such acquisition are entered into.  “Loan” means any Revolving Loan, Term Loan or Swingline Loan, whether outstanding  as a Domestic Rate Loan or Eurocurrency Loan, each of which is a “type” of Loan hereunder.  “Material Acquisition” means any Acquisition that involves aggregate consideration  (including cash, equity, purchase price adjustments (but excluding earn-out or similar payments),  Indebtedness or liabilities incurred or assumed, and all transaction costs) in excess of  $250,000,000; provided that immediately after giving effect to such Material Acquisition no  Default of Event of Default shall have occurred and be continuing and provided further that, with  respect to a Limited Condition Acquisition, such requirement shall be subject to the provisions of  Section 4.4 hereof.  “Material Adverse Effect” means a material and adverse effect on (i) the business,  operations, Property or financial or other condition of the Parent and its Subsidiaries, taken as a  whole, (ii) the ability of the Parent or Borrower to perform any of its payment obligations under  this Agreement, or (iii) the rights, remedies and benefits available to, or conferred upon, the  Administrative Agent or any Lender under any Credit Document.  “Material Credit Facility” shall mean any agreement (other than this Agreement) creating  or evidencing indebtedness for borrowed money by Parent or any Restricted Subsidiary, or in  respect of which the Parent or any Restricted Subsidiary is an obligor or otherwise provides a  guarantee or other credit support, in a principal amount outstanding or available for borrowing  equal to or greater than $200,000,000 (or the equivalent of such amount in the relevant currency of  payment, determined as of the date of the closing of such agreement based on the exchange rate of  such other currency).  “Material Subsidiary” means any Subsidiary that as of the date of determination has (a)  revenues in excess of 5% of the consolidated revenue of the Parent and its Restricted Subsidiaries  for the period of the four fiscal quarters most recently ended for which the Parent has delivered  financial statements pursuant to Section 7.067.6(a)(i) or (ii) hereof, or (b) property with an  aggregate fair market value in excess of 5% of the book value of the total consolidated assets of the  Parent and its Restricted Subsidiaries at the end of such period.  





 






  -54-  “Maximum Rate” is defined in Section 12.24 hereof.  “Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral  consisting of cash or deposit account balances, an amount equal to 105103% of the Fronting  Exposure of each L/C Issuer with respect to Letters of Credit issued and outstanding at such time  and (b) otherwise, an amount determined by the Administrative Agent and each L/C Issuer in their  sole discretion.  “Mortgage Unrestricted Subsidiary” means Jones Lang LaSalle Multifamily LLC, its  successors and its subsidiaries and any entity (and its subsidiaries) purchased, acquired or formed  by the Parent or a Subsidiary that engages in the loan origination or servicing business or becomes  an originator of mortgage loans under the Federal National Mortgage Association, Federal  Housing Administration or other quasi-governmental agency program, in each case so long as the  obligations of such Person are non-recourse to the Parent or any Restricted Subsidiary.  “Net Cash Flow Leverage Ratio” means as of the last day of any calendar quarter for  which financial statements have been delivered pursuant to Section 7.6 hereof the ratio of the Total  Funded Debt as of such day minus Qualified Cash to Adjusted EBITDA for the four calendar  quarters then ended on such day.  “Net Cash Flow Leverage Ratio Increase” is defined in Section 7.15 hereof.  “New Term Loan” is defined in Section 1.15 hereof.  “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or  amendment that (a) requires the approval of all affected Lenders in accordance with the terms of  Section 12.13 and (b) has been approved by the Required Lenders.  “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender  at such time.  “Non-Extending Lender” is defined in Section 1.18 hereof.  “Non-Public Lender” means (i) until the publication of an interpretation of “public” as  referred to in the CRR by the competent authority/ies: an entity which (x) assumes rights and/or  obligations vis-à-vis the Borrower, the value of which is at least EUR 100,000 (or its equivalent in  any other currency), (y) provides repayable funds for an initial amount of at least EUR 100,000 (or  its equivalent in any other currency) or (z) otherwise qualifies as not forming part of the public;  and (ii) as soon as the interpretation of the term "public" as referred to in the CRR has been  published by the relevant authority/ies:  an entity which is not considered to form part of the public  on the basis of such interpretation.  “Note” means any promissory note issued at the request of a Lender pursuant to Section  1.11 hereof in the form of Exhibit C-1 evidencing such Lender’s Revolving Loans, Exhibit C-2  evidencing the Swingline Lender’s Swingline Loans or Exhibit C-3 evidencing such Lender’s  Term Loans.  





 






  -55-  “Note Agreement” shall mean the Note and Guaranty Agreement dated as of June 27, 2017  among the Borrower, as Issuer, the Parent, as Parent Guarantor, and the Note Purchasers party  thereto, as the same may be amended, modified, restated or supplemented from time to time.  “Notice Date” is defined in Section 1.18 hereof.  “NYFRB” means the Federal Reserve Bank of New York.  “NYFRB’s Website” means the website of the Federal Reserve Bank of New York at  http://www.newyorkfed.org, or any successor source.  “Obligations” means all fees payable hereunder, all obligations of the Borrower to pay  principal or interest on Loans, Swingline Loans and L/C Obligations, all Bank Product  Obligations, all Swap Obligations, and all other payment obligations of the Borrower or any  Guarantor arising under or in relation to any Credit Document, any Bank Product Agreement or  any Hedge Agreement, provided that the Obligations of a Guarantor shall not include its Excluded  Swap Obligations.  “OFAC” means the United States Department of Treasury Office of Foreign Assets  Control.  “OFAC Event” means the event specifiedis defined in Section 7.237.22(c) hereof.  “OFAC SDN List” means the list of the Specially Designated Nationals and Blocked  Persons maintained by OFAC.  “Original Dollar Amount” means the amount of any Obligation denominated in U.S.  Dollars and, in relation to any Loan denominated in an Alternative Currency, the U.S. Dollar  Equivalent of such Loan on the day it is advanced or continued for an Interest Period.  “Parent” means Jones Lang LaSalle Incorporated, a Maryland corporation.  “Participant Register” is defined in Section 12.11 hereof.  “Participating Lender” is defined in Section 1.3(d) hereof.  “Participating Interest” is defined in Section 1.3(d) hereof.  “PBGC” is defined in Section 5.8 hereof.  “Percentage” means for any Lender its Revolver Percentage and each Term Loan  Percentage, as applicable; and where the term “Percentage” is applied on an aggregate basis, such  aggregate percentage shall be calculated by aggregating the separate components of the Revolver  Percentage and each Term Loan Percentage, and expressing such components on a single  percentage basis.  





 






  -56-  “Permitted Acquisition” means any Acquisition in a line of business related to that of the  Parent and its Subsidiaries with respect to which all of the following conditions shall have been  satisfied:   (a) the Board of Directors or other governing body or the holders of 100%, or  such other percentage as may be required by the applicable governing documents, of the  equity interests of the Person whose Property, or Voting Stock or other interests in which,  are being so acquired has approved the terms of such Acquisition; and   (b) after giving effect to such Acquisition and any Credit Event in connection  therewith, no Default or Event of Default shall exist, including with respect to the financial  covenants contained in Sections 7.15 and 7.16 hereof on a pro forma basis and, in the case  of a Material Acquisition, the Parent shall have delivered to the Administrative Agent  evidence reasonably satisfactory to the Administrative Agent (which evidence shall be  substantially in the form of a Compliance Certificate or such other form reasonably  satisfactory to the Administrative Agent) certifying to the foregoing; provided that with  respect to a Limited Condition Acquisition, such requirements shall be subject to the  provisions of Section 4.4 hereof.  “Permitted Adjustments” means, for any period, and without duplication, (i) cash and  non-cash restructuring expenses incurred by the Parent or any Restricted Subsidiaries during such  period that are directly attributable to identified restructuring initiatives, to the extent such cash  restructuring charges do not exceed $100,000,000 in the aggregate for all periods from and after  April 1, 2018, (ii)    (a) deferred commissions earned and received in cash by any Person acquired  pursuant to an Acquisition (net of commissions payable) for transactional activity, to the  extent such activity was completed prior to the acquisition of such Person by the Parent or  a Restricted Subsidiary and not previously recognized as revenue by the Parent or its  Restricted Subsidiaries, not to exceed $50,000,000 for any four consecutive fiscal quarter  period or $100,000,000 in the aggregate for all periods from and after April 1, 2018, (iii)  2021;   (b) impairment and other non-cash charges related to direct or indirect  co-investments in real estate or real estate related assets, including notes and other  securities, of the Parent and its Restricted Subsidiaries, (iv) ;   (c) non-cash charges arising from the impairment of goodwill or other  intangible assets in accordance with and as required by FASB Accounting Standards  Codification Topic 350 (formerly SFAS 142) under GAAP or any successor standard, (v)  acquisition, integration and transition charges (including costs for client or investor  consents treated as an expense or reduction of revenue rather than purchase price) directly  related to any Permitted Acquisition pursued or closed on or after July 1, 2017 to the extent  such charges or reduction of revenue do not exceed $400,000,000 in the aggregate for all  such Permitted Acquisitions for all periods from and after April 1, 2018, (vi) the  subtraction of non-cash gains or the addition of non-cash losses relating to (a) changes in  





 






  -57-  the mark-to-market value of co-investments described above and earn-outs and (b)  mortgage servicing rights, (vii) any non-recurring fees, expenses or charges paid in  connection with debt or equity financing activities, and (viii) the aggregate amount of  write-downs of tax indemnification assets to the extent a tax reserve related to such tax  indemnification is released.;   (d) the subtraction of non-cash gains or the addition of non-cash losses relating  to (a) changes in the mark-to-market value of real estate and real estate related asset  investments described above and earn-outs and (b) mortgage servicing rights;   (e) the aggregate amount of write-downs of tax indemnification assets to the  extent a tax reserve related to such tax indemnification is released;   (f) non-cash charges determined in accordance with GAAP under ASU  2016-13, “Financial Instruments – Credit Losses” and recorded on the balance sheet as a  general (not asset specific) reserve;   (g) any net pension or other post-employment benefit costs representing  amortization of unrecognized prior service costs, actuarial losses, including amortization  of such amounts arising in prior periods, amortization of the unrecognized net obligation  (and loss or cost) existing at the date of initial application of Financial Accounting  Standards Board’s Accounting Standards Codification No. 715, any non-cash deemed  finance charges in respect of any pension liabilities, curtailment or modification of pension  and post-retirement employee benefit plans (including settlement of pension liabilities);    (h) non-cash gains or losses due solely to fluctuations in currency values and  the related tax effects; and   (i) restricted Permitted Adjustments as follows:   (i) cash and non-cash restructuring charges, reserves or expenses  incurred by the Parent or any Restricted Subsidiaries during such period that are  directly attributable to identified restructuring initiatives, cost savings or  technology initiatives and other investments;   (ii) acquisition, integration and transition charges (including costs for  client or investor consents treated as an expense or reduction of revenue rather than  purchase price) directly related to (x) the acquisition of HFF, Inc. and (y) any other  Permitted Acquisition pursued or closed on or after April 1, 2020;   (iii) any non-recurring fees, expenses or charges or losses related to any  issuance of equity interests, acquisition, disposition, recapitalization or the  incurrence or repayment of Indebtedness (whether or not successful), and any  amendment or modification to the terms of any such transaction, including (i) such  fees, expenses or charges related to Amendment No. 2 and (ii) any amendment or  other modification of other Indebtedness and any other non-recurring fees,  





 






  -58-  expenses, charges and losses paid in connection with debt or equity financing  activities;   (iv)  the amount of “run rate” net cost savings, synergies and operating  expense reductions projected by the Parent in good faith to result from actions  taken, committed to be taken or with respect to which substantial steps have been  taken or are expected in good faith to be taken no later than twelve (12) months  after the end of such period (calculated on a pro forma basis as though such cost  savings, operating expense reductions and synergies had been realized on the first  day of the period for which Adjusted EBITDA is being determined and if such cost  savings, operating expense reductions and synergies were realized during the  entirety of such period), net of the amount of actual benefits realized during such  period from such actions; provided, that such cost savings, operating expense  reductions and synergies are reasonably identifiable and factually supportable (it is  understood and agreed that “run-rate” means the full recurring benefit for a period  that is associated with any action taken, committed to be taken or with respect to  which substantial steps have been taken or are expected to be taken within 12  months of the end of such period); and   (v) any fee, loss, charge, expense, cost, accrual or reserve of any kind  incurred as a result of, in connection with or pursuant to any management equity  plan, profits interest or stock option plan, phantom equity plan or any other  management or employee stock benefit plan or agreement, any stock subscription  agreement, and any fee, loss, charge, expense, cost, accrual or reserve of any kind  incurred in connection with the rollover, acceleration or payout of equity interests  held by directors, officers, managers and/or employees (or any immediate family  member thereof) of such Person or any of its Subsidiaries);   provided, that as of the end of any period of four fiscal quarters for which financial  statements have been delivered, the aggregate amount of any cash restricted  Permitted Adjustments under this clause (i) for such period shall not exceed an  amount equal to the greater of (x) $175,000,000 and (y) 20.0% of Adjusted  EBITDA, measured as of the end of each such period (determined prior to giving  effect to such add-backs)  “Person” means an individual, partnership, corporation, limited liability company,  association, trust, unincorporated organization or any other entity or organization, including a  government or any agency or political subdivision thereof.  “Plan” means at any time an employee pension benefit plan covered by Title IV of ERISA  or subject to the minimum funding standards under Section 412 of the Code that is either (i)  maintained by a member of the Controlled Group or (ii) maintained pursuant to a collective  bargaining agreement or any other arrangement under which more than one employer makes  contributions and to which a member of the Controlled Group is then making or accruing an  obligation to make contributions or has within the preceding five plan years made contributions.  





 






  -59-  “Platform” is defined in Section 12.8(d) hereof.  “Pricing Certificate” means a certificate substantially in the form of Exhibit H executed  by a Responsible Officer of the Parent and attaching (a) a true and correct copy of the KPI Metrics  Report for the most recently ended calendar year and setting forth the Sustainability Applicable  Margin Adjustment for the period covered thereby and computations in reasonable detail in  respect thereof and (b) a review report of the Greenhouse Gas Auditor confirming that the  Greenhouse Gas Auditor is not aware of any material modifications that should be made to such  computations in order for them to be presented in all material respects in conformity with the  applicable reporting criteria.  “Pricing Certificate Inaccuracy” has the meaning specified in Section 1.19(d).   “Pricing Date” means, for any fiscal quarter of the Parent ended after the date hereof, the  latest date by which the Parent is required to deliver a Compliance Certificate for such fiscal  quarter pursuant to Section 7.6(b) hereof.  Except as provided in the immediately following two  sentences, the Applicable Margin established on a Pricing Date shall remain in effect until the next  Pricing Date.  If the Parent has not delivered a Compliance Certificate by the date such  Compliance Certificate is required to be delivered under Section 7.6(b) hereof, Level V shall be  deemed to exist from such required delivery date until a Compliance Certificate is delivered before  the next Pricing Date.  If the Parent subsequently delivers such a Compliance Certificate before the  next Pricing Date, the Applicable Margin established by such late delivered Compliance  Certificate shall take effect from the date of delivery until the next Pricing Date.  In all other  circumstances, the Applicable Margin established by a Compliance Certificate shall be in effect  from the Pricing Date that occurs immediately after the end of the Parent’s fiscal quarter covered  by such Compliance Certificate until the next Pricing Date.  “Priority Debt” means, as of any date, the sum (without duplication) of the outstanding  Indebtedness of the Parent and its Restricted Subsidiaries secured by any Liens.  “Property” means any interest in any kind of property or asset, whether real, personal or  mixed, or tangible or intangible, whether now owned or hereafter acquired.  “PTE” means a prohibited transaction class exemption issued by the U.S. Department of  Labor, as any such exemption may be amended from time to time.  “QFC” is defined in Section 12.30 hereof.  “QFC Credit Support” is defined in Section 12.30 hereof.  “Qualified Cash” means as of the last day of any calendar quarter the lesser of (A) an  amount calculated in accordance with the definition of “Qualified Cash” as set forth in the Note  Agreement (so long as the Note Agreement is in effect) and (B) the sum of: (i) the Unrestricted  Cash owned by the Parent or any Restricted Subsidiary and (ii) the proceeds of indebtedness  (including the Loans) incurred for the purpose of funding a Permitted Acquisition which are held  in a segregated or restricted account solely (i) for the purpose of funding the purchase price of such  





 






  -60-  Permitted Acquisition (together with any related fees or expenses) or (ii) for the benefit of the  lenders of such indebtedness.  “Quoted Rate” is defined in Section 1.2(c) hereof.  “Reference Time” with respect to any setting of the then-current Benchmark means (1) if  such Benchmark is the LIBOR Index Rate, 11:00 a.m. (London time) on the day that is two  London banking days preceding the date of such setting, and (2) if such Benchmark is not the  LIBOR Index Rate, the time determined by the Administrative Agent in its reasonable discretion.  “Register” is defined in Section 12.12(b) hereof.  “Reimbursement Obligation” is defined in Section 1.3(c) hereof.  “Related Indemnitee” is defined in Section 12.15 hereof.  “Relevant Governmental Body” means (i) with respect to Loans denominated in U.S.  Dollars, the FRB and/or the NYFRB, or a committee officially endorsed or convened by the FRB  and/or the NYFRB or, in each case, any successor thereto and (ii) with respect to a Benchmark  Replacement in respect of Loans denominated in any other Agreed Currency, (a) the central bank  for the currency in which such Benchmark Replacement is denominated or any central bank or  other supervisor which is responsible for supervising either (1) such Benchmark Replacement or  (2) the administrator of such Benchmark Replacement or (b) any working group or committee  officially endorsed or convened by (1) the central bank for the currency in which such Benchmark  Replacement is denominated, (2) any central bank or other supervisor that is responsible for  supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark  Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability  Board or any part thereof.  “Relevant Rate” means, (1) with respect to Euros, Japanese Yen, Pound Sterling, Swiss  Francs, and U.S. Dollars, the LIBOR Index Rate and (2) with respect to Australian Dollars and  Canadian Dollars, the applicable Currency Rate.  “Removal Effective Date” is defined in Section 10.7(b) hereof.  “Required Lenders” means, as of the date of determination thereof, Lenders having Total  Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders.  To the  extent provided in the last paragraph of Section 12.13, the Total Credit Exposure of any Defaulting  Lender shall be disregarded in determining Required Lenders at any time.  “Required Revolving Lenders” means, at any time, Lenders having Revolving Credit  Exposures representing more than 50% of the total Revolving Credit Exposures of all Lenders.  To  the extent provided in the last paragraph of Section 12.13 hereof, the Revolving Credit Exposure of  any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any  time.  





 






  -61-  “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK  Financial Institution, a UK Resolution Authority.  “Rescindable Amount” is defined in Section 3.1(b) hereof.  “Resignation Effective Date” is defined in Section 10.7(a) hereof.  “Responsible Officer” means the chief executive officer, President, any vice president,  chief financial officer, treasurer or assistant treasurer, or other similar officer or any Authorized  Representative of the Borrower or any Guarantor.  “Restricted Subsidiary” means any Subsidiary of the Parent other than an Unrestricted  Subsidiary.  “Revaluation Date” means, with respect to any Letter of Credit denominated in an  Alternative Currency, (a) the date of issuance thereof, (b) the date of each amendment thereto  having the effect of increasing the amount thereof, (c) the last day of each calendar month, and (d)  each additional date as the Administrative Agent or the Required Lenders shall specify.  “Revolving Facility” means the credit facility for making Revolving Loans and Swingline  Loans and issuing Letters of Credit described in Sections 1.1, 1.2 and 1.3 hereof.  “Revolver Percentage” means, for each Lender, the percentage of the Revolving Credit  Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving  Credit Commitments have been terminated, the percentage of the total Revolving Credit Exposure  then outstanding held by such Lender.  “Revolving Credit” means the credit facility for making Revolving Loans and Swingline  Loans and issuing Letters of Credit described in Sections 1.1, 1.2 and 1.3 hereof.  “Revolving Credit Exposure” means, as to any Lender at any time, the sum of the (i)  aggregate Original Dollar Amount of its outstanding Revolving Loans, (ii) the aggregate Original  Dollar Amount of such Lender’s participation in Swingline Loans, and (iii) the aggregate U.S.  Dollar Equivalent of such Lender’s participation in all L/C Obligations at any time outstanding at  such time.  “Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to  make Revolving Loans and to participate in Swingline Loans and Letters of Credit hereunder in an  aggregate principal or face amount at any one time outstanding not to exceed the amount set forth  opposite such Lender’s name under the heading “Revolving Credit Commitment” on Schedule 1  attached hereto and made a part hereof, as the same may be reduced or modified at any time or  from time to time pursuant to the terms hereof.  “Revolving Credit Commitments” means the  aggregate of each Lender’s Revolving Credit Commitment.  “Sanction Programs” means all laws, regulations, Executive Orders Economic U.S.  Financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or  





 






  -62-  enforced from time to time by (i) the U.S. Government, including OFAC, including without  limitation, the Bank Secrecy Act, anti-money laundering laws (including, without limitation, the  Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and  Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and  trade sanction programs administered by OFAC, any and all similar United States federal laws,  regulations or Executive Orders, and any similar laws, regulators or orders adopted by any State  within the United States, (ii) the United Nations Security Counsel, (iii) the European Union or any  of its member states, (iv) Her Majesty’s Treasury, (v) Switzerland, or (vi) any other relevant  authority.   “Sanctioned Country” means, at any time, a country or territory which is, or whose  government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings  with such country, territory or government (as of the Effective Date, Crimea, Cuba, Iran, North  Korea, and Syria).  “Sanctioned Person” means, at any time, any Person with whom dealings are restricted or  prohibited under Sanctions, including (a) any Person listed in any Sanctions-related list of  designated Persons maintained by the United States (including by OFAC, the U.S. Department of  State, or the U.S. Department of Commerce), the United Nations Security Council, the European  Union or any of its member states, Her Majesty’s Treasury, Switzerland or any other relevant  authority, (b) any Person located, organized or resident in, or any government or Governmental  Authority of, a Sanctioned Country or (c) any Person 50% or more owned by any Person described  in clauses (a) or (b) hereof.  “Sanctions” means economic or financial sanctions or trade embargoes or restrictive  measures enacted, imposed, administered or enforced from time to time by:  (a) the U.S.  government, including those administered by the Office of Foreign Assets Control of the U.S.  Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce;  (b) the United Nations Security Council; (c) the European Union or any of its member states; (d)  Her Majesty’s Treasury; (e) Switzerland; (f) the Australian Department of Foreign Affairs and  Trade or (g) any other relevant authority.  “Scope 1” means direct greenhouse gas emissions relating to natural gas, transport fuel and  refrigerants (or other similar categories) as disclosed in the Borrower’s KPI Metrics Report  [(Disclosure Number: GRI 305-1 A and GRI 305-1 C).  “Scope 2” means indirect greenhouse gas emissions relating to purchased electricity and  purchased chilled water refrigerants (or other similar categories) as disclosed in the Borrower’s  KPI Metrics Report (Disclosure Number: GRI 305-2 A).  “SEC” means the Securities and Exchange Commission.  “Second Extended Termination Date” is defined in Section 1.18 hereof.  “Security” has the same meaning as in Section 2(l) of the Securities Act of 1933, as  amended.  





 






  -63-  “Set-Off” is defined in Section 12.7 hereof.    “Scheduled Unavailability Date” is defined Section 9.2(b).SOFR” means, with respect to  any Business Day, a rate per annum equal to the secured overnight financing rate for such Business  Day published by the SOFR Administrator on the SOFR Administrator’s Website on the  immediately succeeding Business Day.  “SOFR Administrator” means the NYFRB (or a successor administrator of the secured  overnight financing rate).  “SOFR Administrator’s Website” means the NYFRB’s Website, currently at  http://www.newyorkfed.org, or any successor source for the secured overnight financing rate  identified as such by the SOFR Administrator from time to time.   “Subsidiary” means a corporation, partnership or other entity that, under GAAP, is  included in the consolidated financial statements of the Parent.  “Subsidiary Guarantee Agreement” means a letter to the Administrative Agent in the form  of Exhibit E hereto executed by a Subsidiary whereby it acknowledges it is party hereto as a  Guarantor under Section 11 hereof.  “Supported QFC” is defined in Section 12.30 hereof.  “Sustainability Applicable Margin Adjustment” means an amount (whether positive,  negative or zero) determined in accordance with the KPI Metrics Report then most recently  delivered pursuant to Section 7.6(e), and with reference to the Sustainability Table, expressed as a  percentage, equal to the sum of (a) the Greenhouse Gas Applicable Margin Adjustment Amount,  plus (b) the Sustainability Certificate Percentage Margin Adjustment Amount; provided that the  Sustainability Applicable Margin Adjustment shall in any case be no more than negative or  positive 0.02% per annum in the aggregate.   “Sustainability Certificate” means a certificate issued by an accredited operator of   BREEAM, LEED or other similarly recognized rating system, following a submission of an  assessment carried out against the applicable standards by such assessor.  “Sustainability Certificate Eligible Locations” means each location owned or leased by  the Parent or any Subsidiary consisting of greater than 10,000 square feet of rentable area.  “Sustainability Certificate Percentage” means the percentage obtained by dividing (a) the  aggregate number of Sustainability Certificate Eligible Locations that have received a  Sustainability Certificate at such time by (b) the aggregate number of Sustainability Certificate  Eligible Locations.  “Sustainability Certificate Percentage Applicable Margin Adjustment Amount” means,  





 






  -64-  with respect to any calendar year, (a) positive 0.01% per annum, if the Sustainability Certificate  Percentage for such calendar year as set forth in the applicable KPI Metrics Report is less than the  Sustainability Certificate Percentage Threshold for such calendar year, (b) 0.00% per annum, if the  Sustainability Certificate Percentage for such calendar year as set forth in the applicable KPI  Metrics Report is more than or equal to the Sustainability Certificate Percentage Threshold for  such calendar year but less than the Sustainability Certificate Percentage Target for such calendar  year, and (c) negative 0.01% per annum, if the Sustainability Certificate Percentage for such  calendar year as set forth in the applicable KPI Metrics Report is more than or equal to  Sustainability Certificate Percentage Target for such calendar year.  “Sustainability Certificate Percentage Target” means, with respect to any calendar year,  the Sustainability Certificate Percentage Target for such calendar year as set forth in the  Sustainability Table.  “Sustainability Certificate Percentage Threshold” means, with respect to any calendar  year, the Sustainability Certificate Percentage Threshold for such calendar year as set forth in the  Sustainability Table.  “Sustainability Coordinator” means National Westminster Bank plc in its role as  Sustainability Coordinator.  “Sustainability Report” means the annual non-financial disclosure form according to the  GRI Standard for Sustainability Reporting publicly reported by the Parent and published on an  Internet or intranet website to which each Lender and the Administrative Agent have been granted  access free of charge.  “Sustainability Table” means the Sustainability Table set forth on Schedule 4.1.  “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit  derivative transactions, forward rate transactions, commodity swaps, commodity options, forward  commodity contracts, equity or equity index swaps or options, bond or bond price or bond index  swaps or options or forward bond or forward bond price or forward bond index transactions,  interest rate options, forward foreign exchange transactions, cap transactions, floor transactions,  collar transactions, currency swap transactions, cross-currency rate swap transactions, currency  options, spot contracts, or any other similar transactions or any combination of any of the  foregoing (including any options to enter into any of the foregoing), whether or not any such  transaction is governed by or subject to any master agreement, and (b) any and all transactions of  any kind, and the related confirmations, which are subject to the terms and conditions of, or  governed by, any form of master agreement published by the International Swaps and Derivatives  Association, Inc., any International Foreign Exchange Master Agreement, or any other master  agreement (any such master agreement, together with any related schedules, a “Master  Agreement”), including any such obligations or liabilities under any Master Agreement.  “Swap Obligations” means the liability of the Parent or any Subsidiary (other than a  Mortgage Unrestricted Subsidiary) to Hedge Bank, whether absolute or contingent and howsoever  and whensoever created, arising, evidenced or acquired (including all renewals, extensions and  





 






  -65-  modifications thereof and substitutions therefor); provided, however, that, with respect to any  Guarantor, the Swap Obligations Guaranteed by such Guarantor shall exclude all Excluded Swap  Obligations.  “Swingline” means the credit facility for making one or more Swingline Loans described  in Section 1.2 hereof.  “Swingline Lender” means Bank of Montreal acting in its capacity as the lender of  Swingline Loans hereunder, or any successor Lender acting in such capacity appointed pursuant to  Section 12.12 hereof.  “Swingline Sublimit” means $200,000,000 as the same may be reduced from time to time  pursuant to Section 1.13 hereof.  “Swingline Loan” is defined in Section 1.2 hereof.  “TARGET Settlement Day” means any day on which the Trans-European Automated  Real-Time Gross Settlement Express Transfer (TARGET) System is open.   “Term Loan Facility” means each credit facility for making Term Loans, if any; and  “Term Loan Facilities” means all Term Loan Facilities.  “Term Loans” means and includes each Term Loan advanced pursuant to Section 1.15  hereof.  “Term SOFR” means, for the applicable Corresponding Tenor as of the applicable  Reference Time, the forward-looking term rate based on SOFR that has been selected or  recommended by the Relevant Governmental Body.  “Term SOFR Event” means the determination by the Administrative Agent that (a) Term  SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration  of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark  Transition Event or an Early Opt-in Election has previously occurred resulting in a Benchmark  Replacement in accordance with Section 9.6 that is not Term SOFR.  “Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and  the Borrower of the occurrence of a Term SOFR Event.  “Termination Date” means May 16, 2023the Initial Termination Date, the First Extended  Termination Date or the Second Extended Termination Date, as the case may be.  “Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Credit  Commitments, Revolving Credit Exposure and outstanding Term Loans of such Lender at such  time.  “Total Funded Debt” means, at any time the same is to be determined, the aggregate of all  





 






  -66-  Indebtedness of the Parent and its Restricted Subsidiaries determined without duplication on a  consolidated basis minus (i) the aggregate stated amount of performance letters of credit issued for  the account of the Parent or any Restricted Subsidiary other than any such Letter of Credit issued  hereunder and, (ii) the aggregate principal amount of debt for borrowed money owed by the Parent  or any Restricted Subsidiary under overdraft facilities but only to the extent of cash held by the  Parent and its Restricted Subsidiaries on a consolidated basis and (iii) to the extent otherwise  included in Indebtedness, Bank Product Obligations.  “UK Financial Institution” means any BRRD Undertaking (as such term is defined under  the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom  Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook  (as amended from time to time) promulgated by the United Kingdom Financial Conduct  Authority, which includes certain credit institutions and investment firms, and certain affiliates of  such credit institutions or investment firms.   “UK Resolution Authority” means the Bank of England or any other public administrative  authority having responsibility for the resolution of any UK Financial Institution.  “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement  excluding the related Benchmark Replacement Adjustment.  “Undisclosed Administration” means in relation to a Lender or its direct or indirect parent  company or other affiliate that exercises control over it, the appointment of an administrator,  provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a  supervisory authority or regulator under or based on the law in the country where such person is  subject to home jurisdiction supervision if applicable law requires that such appointment is not to  be publicly disclosed.  “Unfunded Vested Liabilities” means, with respect to any Plan at any time, the amount (if  any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan  exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of  the then most recent valuation date for such Plan, but only to the extent that such excess represents  a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of  ERISA.  “Unrestricted Cash” means cash or cash equivalents of the Parent or any Restricted  Subsidiary that (a) do not appear (or would not be required to appear) as “restricted” on a  consolidated balance sheet of the Parent, (b) are not subject to a Lien (other than Liens of the type  described in Section 7.9(f) and (c) in the case of cash and cash equivalents held in an account  outside the United States, is not prohibited by applicable law or binding contractual agreement  from being repatriated to the Borrower or Parent.  “Unrestricted Subsidiary” means (i) each Mortgage Unrestricted Subsidiary and (ii) any  Subsidiary of the Parent (other than a Guarantor or the Borrower) which (a) is established for the  sole purpose of investing in real estate and real estate related assets including notes and other  securities and (b) is designated by the Parent (with prior written notice to the Administrative  





 






  -67-  Agent) to be an Unrestricted Subsidiary; provided that except for the Mortgage Unrestricted  Subsidiaries, no Subsidiary may be an Unrestricted Subsidiary for more than 180 days.  “Unused Revolving Credit Commitments” means, at any time, the difference between the  Revolving Credit Commitments then in effect and the aggregate outstanding Original Dollar  Amount of all Revolving Loans, and the U.S. Dollar Equivalent of all L/C Obligations.  “U.S. Dollars” and “$” each means the lawful currency of the United States of America.  “U.S. Dollar Equivalent” means (a) the amount of any Obligation or Letter of Credit  denominated in U.S. Dollars, (b) in relation to any Obligation or Letter of Credit denominated in a  currency other than U.S. Dollars, the amount of U.S. Dollars which would be realized by  converting such other currency into U.S. Dollars at the exchange rate quoted to the Administrative  Agent, at approximately 11:00 a.m. (London time) three Business Days prior (i) to the date on  which a computation thereof is required to be made and (ii) in the case of L/C Obligations, on any  Revaluation Date, in each case by major banks in the interbank foreign exchange market for the  purchase of U.S. Dollars for such other currency.  “US Guarantor” means each of (i) the Parent, Jones Lang LaSalle Americas, Inc., a  Maryland corporation, LaSalle Investment Management, Inc., a Maryland corporation, Jones Lang  LaSalle International, Inc., a Delaware corporation, Jones Lang LaSalle Co-Investment, Inc., a  Maryland corporation, Jones Lang LaSalle New England, LLC, a Delaware limited liability  company, Jones Lang LaSalle Brokerage, Inc., a Texas corporation, or, in each case other than the  Parent, its permitted successors and assigns and (ii) any other Subsidiary of the Parent organized  under the laws of the United States or any state thereof designated by the Borrower as a Guarantor  as required by Section 7.21 hereof.  “Voting Stock” of any Person means capital stock of any class or classes or other equity  interests (however designated) having ordinary voting power for the election of directors or similar  governing body of such Person, other than stock or other equity interests having such power only  by reason of the happening of a contingency.  “Welfare Plan” means a “welfare plan”, as defined in Section 3(1) of ERISA.  “Wholly-Owned” when used in connection with any Subsidiary of the Parent means a  Subsidiary of which all of the issued and outstanding shares of stock or other equity interests (other  than directors’ qualifying shares as required by law) shall be owned by the Parent and/or one or  more of its Wholly-Owned Subsidiaries.  “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution  Authority, the write-down and conversion powers of such EEA Resolution Authority from time to  time under the Bail-In Legislation for the applicable EEA Member Country, which write-down  and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect  to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In  Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial  Institution or any contract or instrument under which that liability arises, to convert all or part of  





 






  -68-  that liability into shares, securities or obligations of that person or any other person, to provide that  any such contract or instrument is to have effect as if a right had been exercised under it or to  suspend any obligation in respect of that liability or any of the powers under that Bail-In  Legislation that are related to or ancillary to any of those powers.   Section 4.2. Interpretation.  The foregoing definitions shall be equally applicable to both  the singular and plural forms of the terms defined.  The words “hereof”, “herein”, and  “hereunder” and words of like import when used in this Agreement shall refer to this Agreement  as a whole and not to any particular provision of this Agreement.  All references to times of day in  this Agreement shall be references to Chicago, Illinois time unless otherwise specifically  provided.  Where the character or amount of any asset or liability or item of income or expense is  required to be determined or any consolidation or other accounting computation is required to be  made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the  extent applicable, except where such principles are inconsistent with the specific provisions of this  Agreement.   Section 4.3. Change in Accounting Principles.  If, after the date of this Agreement, there  shall occur any change in GAAP from those used in the preparation of the financial statements  referred to in Section 7.6 hereof and such change shall result in a material change in the method of  calculation of any financial covenant, standard or term found in this Agreement, either the  Borrower or the Required Lenders may by notice to the Lenders and the Borrower, respectively,  require that the Lenders and the Borrower negotiate in good faith to amend such covenants,  standards, and terms so as equitably to reflect such change in accounting principles, with the  desired result being that the criteria for evaluating the financial condition of the Parent and its  Subsidiaries shall be the same as if such change had not been made.  No delay by the Borrower or  the Required Lenders in requiring such negotiation shall limit their right to so require such a  negotiation at any time after such a change in accounting principles.  Until any such covenant,  standard, or term is amended in accordance with this Section 4.3, financial covenants shall be  computed and determined in accordance with GAAP without giving effect to the relevant change  in accounting principles.  Notwithstanding any other provision contained herein, all terms of an  accounting or financial nature used herein shall be construed, and all computations of amounts and  ratios referred to herein shall be made without giving effect to any change to, or modification of,  GAAP which would require the capitalization of leases (whether or not existing) that would be  characterized as “operating leases” under GAAP as in effect as of the Effective Date.   Section 4.4. Limited Condition Acquisition.  In connection with any action being taken in  connection with a Limited Condition Acquisition, for purposes of determining compliance with  any provision of this Agreement which requires (i) that no Default, Event of Default or specified  Event of Default, as applicable, has occurred, is continuing or would result from any such action,  as applicable, such condition shall, at the option of the Parent (an “LCA Election”), be deemed  satisfied so long as no Default, Event of Default or specified Event of Default, as applicable, exists  on the date the definitive agreements for such Limited Condition Acquisition are entered into (the  “LCA Test Date”) and no Default or Event of Default under Section 8.1(a), (f) or (g) exists or  would result therefrom on the date any related New Term Loans are advanced or (ii) the  calculation of the Net Cash Flow Leverage Ratio and the Cash Interest Coverage Ratio, in each  case, at the option of the Parent, the date of determination of whether any such action is permitted  





 






  -69-  hereunder shall be deemed to be the LCA Test Date and if, after giving pro forma effect to the  Limited Condition Acquisition and the other transactions to be entered into in connection  therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had  occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the  LCA Test Date for which consolidated financial statements of the Parent are available, the Parent  could have taken such action on the relevant LCA Test Date in compliance with such ratio, such  ratio shall be deemed to have been complied with.  If the Parent makes an LCA Election, then in connection with any calculation of any ratio,  test or basket availability with respect to any transaction following the relevant LCA Test Date and  prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the  date that the definitive agreement for such Limited Condition Acquisition is terminated or expires  without consummation of such Limited Condition Acquisition, for purposes of determining  whether such subsequent transaction is permitted under this Agreement, any such ratio, test or  basket shall be required to be satisfied on a pro forma basis (i) assuming that such Limited  Condition Acquisition and other transactions in connection therewith (including any incurrence of  Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming that such  Limited Condition Acquisition and other transactions in connection therewith (including any  incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.  For the  avoidance of doubt, notwithstanding anything in this Section 4.4 to the contrary, the requirements  of Section 6.2 are required to be satisfied in connection with any extensions of credit other than the  New Term Loans the proceeds of which are or will be used to finance a Limited Condition  Acquisition, it being understood that the only conditions to funding such New Term Loans shall be  those set forth in the Incremental Amendment executed and delivered in connection with such  New Term Loans.   Section 4.5. Letter of Credit Amounts.  With respect to any Letter of Credit that, by its  terms or the terms of any other Credit Document related thereto, provides for one or more  automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be  deemed to be the U.S. Dollar Equivalent of the maximum stated amount of such Letter of Credit  after giving effect to all such increases, whether or not such maximum stated amount is in effect at  such time.   Section 4.6. Rates.  The interest rate on a Loan denominated in U.S. Dollars or an  Alternative Currency may be derived from an interest rate benchmark that is, or may in the future  become, the subject of regulatory reform. Regulators have signaled the need to use alternative  benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest  rate benchmarks may cease to comply with applicable laws and regulations, may be permanently  discontinued, and/or the basis on which they are calculated may change. The London interbank  offered rate (the “LIBO Rate”) is intended to represent the rate at which contributing banks may  obtain short-term borrowings from each other in the London interbank market. On March 5, 2021,  the U.K. Financial Conduct Authority (“FCA”) publicly announced that: (a) immediately after  December 31, 2021, publication of all seven euro LIBO Rate settings, all seven Swiss Franc LIBO  Rate settings, the spot next, 1-week, 2-month and 12-month Japanese Yen LIBO Rate settings, the  overnight, 1-week, 2-month and 12-month British Pound Sterling LIBO Rate settings, and the  1-week and 2-month U.S. Dollar LIBO Rate settings will permanently cease; immediately after  





 






  -70-  June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBO Rate settings will  permanently cease; immediately after December 31, 2021, the 1-month, 3-month and 6-month  Japanese Yen LIBO Rate settings and the 1-month, 3-month and 6-month British Pound Sterling  LIBO Rate settings will cease to be provided or, subject to consultation by the FCA, be provided  on a changed methodology (or “synthetic”) basis and no longer be representative of the underlying  market and economic reality they are intended to measure and that representativeness will not be  restored; and immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar  LIBO Rate settings will cease to be provided or, subject to the FCA’s consideration of the case, be  provided on a synthetic basis and no longer be representative of the underlying market and  economic reality they are intended to measure and that representativeness will not be restored.  There is no assurance that dates announced by the FCA will not change or that the administrator of  the LIBO Rate and/or regulators will not take further action that could impact the availability,  composition, or characteristics of the LIBO Rate or the currencies and/or tenors for which the  LIBO Rate is published. Each party to this agreement should consult its own advisors to stay  informed of any such developments. Public and private sector industry initiatives are currently  underway to identify new or alternative reference rates to be used in place of the LIBO Rate. Upon  the occurrence of a Benchmark Transition Event, a Term SOFR Event or an Early Opt-In Election,  Section 9.6 provides a mechanism for determining  an alternative rate of interest. The  Administrative Agent will promptly notify the Parent, pursuant to Section 9.6, of any change to the  reference rate upon which the interest rate on Eurocurrency Loans is based. However, the  Administrative Agent does not warrant or accept any responsibility for, and shall not have any  liability with respect to, the administration, submission or any other matter related to the LIBO  Rate or other rates in the definition of “Adjusted LIBO” or with respect to any alternative or  successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such  alternative, successor or replacement rate implemented pursuant to Section 9.6, and (ii) the  implementation of any Benchmark Replacement Conforming Changes pursuant to Section 9.6),  including without limitation, whether the composition or characteristics of any such alternative,  successor or replacement reference rate will be similar to, or produce the same value or economic  equivalence of, the LIBOR Index Rate or have the same volume or liquidity as did the London  interbank offered rate prior to its discontinuance or unavailability.  SECTION 5. REPRESENTATIONS AND WARRANTIES.  Each of the Borrower and the Parent hereby represents and warrants to the Administrative  Agent, each Lender and each L/C Issuer as to itself and, where the following representations and  warranties apply to Subsidiaries, as to each of its Subsidiaries, as follows:   Section 5.1. Corporate Organization and Authority.  The Parent is duly organized and  existing in good standing under the laws of the State of Maryland; has all necessary corporate  power to carry on its present business; and is duly licensed or qualified and in good standing in  each jurisdiction in which the nature of the business transacted by it or the nature of the Property  owned or leased by it makes such licensing, qualification or good standing necessary and in which  the failure to be so licensed, qualified or in good standing would reasonably be expected to have a  Material Adverse Effect.  The Borrower is duly incorporated and existing under the laws of The  Netherlands as a private company with limited liability (a besloten vennootschap met beperkte  aansprakelijkheid); has all necessary corporate power to carry on its present business; and is duly  





 






  -71-  licensed or qualified and in good standing to the extent applicable in each jurisdiction in which the  nature of the business transacted by it or the nature of the Property owned or leased by it makes  such licensing, qualification or good standing necessary and in which the failure to be so licensed,  qualified or in good standing would reasonably be expected to have a Material Adverse Effect.   The Borrower and each Guarantor is subject to civil and commercial law with respect to its  obligations under the Credit Documents and the making and performance of the Credit Documents  by the Borrower and each Guarantor constitute private and commercial acts rather than public or  governmental acts.  Neither the Borrower nor any Guarantor is entitled to any immunity on the  ground of sovereignty or the like from the jurisdiction of any court or from any action, suit, setoff  or proceeding, or the service of process in connection therewith, arising under the Credit  Documents.   Section 5.2. Subsidiaries.  Schedule 5.2 hereto identifies as of the date of this  Agreementthe Amendment No. 2 Effective Date each Guarantor, the jurisdiction of its  organization, the percentage of issued and outstanding shares of each class of its capital stock or  equity interests, as the case may be, owned by the Parent and the Subsidiaries and, if such  percentage is not 100% (excluding directors’ qualifying shares as required by law), a description  of each class of its authorized capital stock and other equity interests and the number of shares of  each class issued and outstanding.   Except to the extent that would not reasonably be expected to  have a Material Adverse Effect, each Subsidiary is duly incorporated or formed and existing in  good standing as a corporation, limited partnership, limited liability company or other entity under  the laws of the jurisdiction of its incorporation or formation, has all necessary corporate or other  power to carry on its present business, and is duly licensed or qualified and in good standing in  each jurisdiction in which the nature of the business transacted by it or the nature of the Property  owned or leased by it makes such licensing or qualification necessary.   Section 5.3. Authority and Validity of Obligations.  The Borrower has full power and  authority to enter into this Agreement and the other Credit Documents to which it is a party, to  make the borrowings herein provided for, to issue its Notes in evidence thereof, to apply for the  issuance of the Letters of Credit, and to perform all of its obligations under the Credit Documents  to which it is a party.  Each Guarantor has full power and authority to enter into this Agreement as  a signatory hereto or pursuant to a Subsidiary Guarantee Agreement and to perform all of its  obligations hereunder.  Each Credit Document to which the Borrower or any Guarantor is a party  has been duly authorized, executed and delivered by the Borrower and such Guarantors and  constitutes valid and binding obligations of the Borrower and Guarantors in accordance with its  terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent  conveyance or similar laws affecting creditors’ rights generally and general principles of equity  (regardless of whether the application of such principles is considered in a proceeding in equity or  at law).  No Credit Document to which the Borrower is a party, nor the performance or observance  by the Borrower of any of the matters or things therein provided for, contravenes any provision of  law or any provision of the articles of association (“statuten”) of the Borrower or (individually or  in the aggregate) any material Contractual Obligation of or binding upon the Borrower or any of its  Properties or results in or requires the creation or imposition of any Lien on any of the Properties or  revenues of the Borrower.  No Credit Document to which a Guarantor is a party, nor the  performance or observance by such Guarantor of any of the matters or things therein provided for,  contravenes any provision of law or any judgment, order or decree binding upon such Guarantor or  





 






  -72-  any provision of the organizational documents (e.g. charter, certificate or articles of incorporation  and by-laws, certificate or articles of association and operating agreement, partnership agreement,  or other similar organizational documents) of such Guarantor or (individually or in the aggregate)  any material Contractual Obligation of or binding upon such Guarantor or any of its Properties or  results in or requires the creation or imposition of any Lien on any of the Properties or revenues of  such Guarantor.  This Agreement is, and each Note when duly executed and delivered by the  Borrower  will be, in proper legal form under the laws of The Netherlands for the enforcement  hereof against the Borrower under such law and if this Agreement were to be stated to be governed  by such law, it would constitute valid and binding obligations of the Borrower under such law,  except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent  conveyance or similar laws affecting creditors’ rights generally and general principles of equity  (regardless of whether the application of such principles is considered in a proceeding in equity or  at law).   Section 5.4. Financial Statements.  All financial statements heretofore delivered to the  Lenders showing historical performance for each of the Parent’s fiscal years ending on or before  December 31, 20172020, have been prepared in accordance with GAAP applied on a basis  consistent, except as otherwise noted therein, with that of the previous fiscal year.  Each of such  financial statements fairly presents on a consolidated basis in all material respects the financial  condition of the Parent and its Subsidiaries as of the dates thereof and the results of operations for  the periods covered thereby.  Since December 31, 20172020, there has been no material adverse  change in the business, operations, Property or financial condition of the Parent and its  Subsidiaries on a consolidated basis that would reasonably be expected to have a Material Adverse  Effect.   Section 5.5. No Litigation; Compliance with Laws.  (a) Except as disclosed in the Parent’s  periodic current reports filed with the SEC prior to the Amendment No. 2 Effective Date, there is  no litigation or governmental proceeding pending, or to the knowledge of the Parent or the  Borrower threatened, against the Parent or any Subsidiary which would reasonably be expected  (individually or in the aggregate) to have a Material Adverse Effect.  (b) None of the Parent or any of the Subsidiaries or any of their respective material  properties or assets is in violation of, nor will the continued operation of their material properties  and assets as currently conducted violate, any law, rule or regulation, or is in default with respect to  any judgment, writ, injunction, decree or order of any Governmental Authority, where such  violation or default could reasonably be expected to result in a Material Adverse Effect.   Section 5.6. Taxes.  The Parent and its Subsidiaries have filed all United States federal  income tax returns, and all material state and other tax returns, (including foreign tax returns),  required to be filed and have paid all taxes due pursuant to such returns or pursuant to any  assessment received by the Parent or any Subsidiary, except such taxes, if any, as are being  contested in good faith and for which adequate reserves in accordance with GAAP have been  provided or the failure to so file or pay could not reasonably be expected to have an Material  Adverse Affect.  The charges, accruals and reserves on the books of the Parent and its Subsidiaries  for any taxes or other governmental charges are adequate.  Neither any transaction contemplated  by the Loan Documents, nor any transaction to be carried out in connection with any transaction  





 






  -73-  contemplated thereby, meets any hallmark set out in Annex IV of the Council Directive of 25 May  2018 (2018/822/EU) amending Directive 2011/16/EU.   Section 5.7. Approvals.  No authorization, consent, license, exemption, filing or  registration with any court or governmental department, agency or instrumentality, nor any  approval or consent of the stockholders of the Parent or any Subsidiary or from any other Person, is  necessary to the valid execution, delivery or performance by the Parent or any Subsidiary of any  Credit Document to which it is a party except (a) for such as have been obtained and are in full  force and effect or (b) where the failure to obtain such authorization, consent, license, exemption,  filing or registration, or approval or consent, in the aggregate, could not reasonably be expected to  have a Material Adverse Effect.   Section 5.8. ERISA.  With respect to each Plan, the Parent and each other member of the  Controlled Group has fulfilled its obligations under the minimum funding standards of and is in  compliance with the Employee Retirement Income Security Act of 1974, as amended, or any  successor statute thereto (“ERISA”), and with the Code to the extent applicable to it except for  such noncompliances that individually or in the aggregate would not reasonably be expected to  have a Material Adverse Effect and has not incurred any liability to the Pension Benefit Guaranty  Corporation or any Person succeeding to any or all of its functions under ERISA (“PBGC”) or a  Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007  of ERISA, except for such liabilities that would not reasonably be expected to have a Material  Adverse Effect.  Neither the Parent nor any Subsidiary has any material contingent liabilities for  any post-retirement benefits under a Welfare Plan, other than liability for continuation coverage  described in Part 6 of Title I of ERISA.   Section 5.9. Government Regulation.  Neither the Parent nor any Subsidiary is an  “investment company” or a company “controlled” by an “investment company” within the  meaning of the Investment Company Act of 1940, as amended, or to the extent a Subsidiary is an  “investment company,” it is properly registered with the SEC.   Section 5.10. Margin Stock.  Neither the Parent nor any Subsidiary is engaged principally,  or as one of its primary activities, in the business of extending credit for the purpose of purchasing  or carrying margin stock (“margin stock” to have the same meaning herein as in Regulation U of  the Board of Governors of the Federal Reserve System).  The Borrower will not use the proceeds  of any Loan, Swingline Loan or Letter of Credit in a manner that violates any provision of  Regulation U or X of the Board of Governors of the Federal Reserve System.  Margin stock (as  hereinabove defined) constitutes less than 25% of the assets of the Parent and its Subsidiaries  which are subject to any limitation on sale, pledge or other restriction hereunder.   Section 5.11. Licenses and Authorizations.  The Parent and each of its Subsidiaries has all  necessary licenses, permits and governmental authorizations to own and operate its Properties and  to carry on its business as currently conducted and contemplated, except to the extent the failure to  have such licenses, permits or authorizations would not reasonably be expected to have a Material  Adverse Effect.   Section 5.12. Ownership of Property.  The Parent and each Subsidiary has good record and  





 






  -74-  marketable title in fee simple to, valid leasehold interests in or other valid right to use all real  property owned or leased by it, and title to, valid leasehold interests or other valid right to use all its  other Property, in each case, except as would not reasonably be expected to have a Material  Adverse Effect.   Section 5.13. Compliance with Agreements.  Neither the Parent nor any Subsidiary is in  default in the performance, observance or fulfillment of any of the obligations, covenants or  conditions contained in any agreement to which it is a party, which default would reasonably be  expected to have a Material Adverse Effect.   Section 5.14. Accuracy of Information.  No written or formally presented information,  exhibit or report (other than projections, pro forma financial information and other information of  a general economic or industry nature) furnished by the Parent or Borrower to any Lender or the  Administrative Agent in connection with a Loan, Swingline Loan or Letter of Credit or the  negotiation of the Credit Documents contained any material misstatement of fact or omitted to  state any fact necessary to make the statements contained therein, taken as a whole, not materially  misleading in light of the circumstances, the Administrative Agent and the Lenders  acknowledging that as to any projections furnished to the Administrative Agent and the Lenders,  the Parent only represents that the same were prepared on the basis of information, estimates and  assumptions the Parent believed to be reasonable at the time such projections were prepared and  that such projections are as to future events and not to be viewed as facts, and that actual results  during the period or periods covered by any such projections may differ materially from the  projected results.  Each Pricing Certificate (if any) delivered pursuant to Section 7.6(e) is true and  correct in all material respects; provided that, for the avoidance of doubt, it is understood and  agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default  unless the Borrower fails to make a payment as and when required by the terms of Section 1.19(d)  with respect to such Pricing Certificate Inaccuracy following demand for payment by the  Administrative Agent made in accordance with the terms of Section 1.19(d).   Section 5.15. Sanction Programs.  (a) The Parent is in compliance with the requirements of  all Sanction Programs applicable to it, (b) each Subsidiary is in compliance with the requirements  of all Sanction Programs applicable to such Subsidiary, (c) the Parent has provided to the  Administrative Agent, each L/C Issuer, and the Lenders all information regarding the Parent and  its Affiliates and Subsidiaries necessary for the Administrative Agent, each L/C Issuer, and the  Lenders to comply with all applicable Sanction Programs, and (d) neither the Parent nor any of its  Subsidiaries, nor to the knowledge of the Parent, no officer, director, employee, or Affiliate  thereof, is, as of the date hereof, a Sanctioned Person or is in violation of AML Laws,  Anti-Corruption Laws, or Sanctions.  The Parent has implemented and maintains in effect policies  and procedures designed to ensure compliance by the Parent, its Subsidiaries and their respective  directors, officers, employees and agents with Anti-Corruption Laws, applicable AML Laws and  applicable Sanctions. As of the Amendment No. 12 Effective Date, the information included in the  Beneficial Ownership Certification is true and correct in all respects.  The undertakings contained  in this Section 5.15 shall not be made by nor apply to the Borrower to the extent that giving of and  complying with such undertakings  results in a violation of or conflicts with or exposes the  Borrower to any liability under the Council Regulation (EC) 2271/96 or any similar anti-boycott  laws or regulations.  





 






  -75-  The undertakings contained in this Section 5.15 shall not be made by nor apply to any   Guarantor that qualifies as a resident party domiciled in the Federal Republic of Germany  (Inländer) within the meaning of Sect. 2 paragraph 15 German Foreign Trade Act  (Außenwirtschaftsgesetz) in so far as it would result in a violation of or conflict with Sect. 7  German Foreign Trade Regulation (Außenwirtschaftsverordnung), any provision of Council  Regulation (EC) 2271/1996 or any other similar applicable anti-boycott statute.   Section 5.16. Claims Pari Passu.  The claims of the Administrative Agent and the Lenders  against the Borrower and each Guarantor hereunder will rank at least pari passu with the claims of  all their other respective unsecured unsubordinated creditors.  SECTION 6. CONDITIONS PRECEDENT.  The obligation of each Lender to advance, continue, or convert any Loan or any Swingline  Loan, or of an L/C Issuer to issue, extend the expiration date (including by not giving notice of  non-renewal) of or increase the amount of any Letter of Credit, shall be subject to the following  conditions precedent:   Section 6.1. Initial Credit Event.  Before or concurrently with the first Credit Event:   (a) The Administrative Agent shall have received this Agreement duly  executed by Borrower, each Guarantor, and each Lender;   (b) The Administrative Agent shall have received for each Lender in form and  substance satisfactory to the Administrative Agent the favorable written opinion of (i)  Mark J. Ohringer, Esquire, Global General Counsel to the Borrower and Guarantors, (ii)  Loyens & Loeff, Dutch counsel to the Borrower, (iii) Baker & McKenzie, English counsel  to Jones Lang LaSalle Limited, (iv) Hogan Lovells International LLP, German counsel to  Jones Lang LaSalle SE, and (v) the opinion of Skadden, Arps, Slate, Meagher & Flom  LLP, special Illinois counsel to the Borrower and Guarantors;   (c) The Administrative Agent shall have received for each Lender copies of the  notarial deed of incorporation (including the articles of association) of the Borrower,  certified by a Dutch civil law notary to be true copies and an extract of the commercial  register of the chamber of commerce of Amsterdam relating to the Borrower;   (d) The Administrative Agent shall have received copies of the Certificate of  Incorporation and bylaws (or equivalent) of each Guarantor, certified in each instance by  its secretary or an assistant secretary (or its equivalent);   (e) The Administrative Agent shall have received copies, certified by the  secretary or assistant secretary (or its equivalent) of the Borrower’s and each Guarantor’s  board of directors’ resolutions (or its equivalent) authorizing the execution of the Credit  Documents to which it is a party;   (f) The Administrative Agent shall have received certificates, executed by the  





 






  -76-  secretary or assistant secretary of each Guarantor, which shall identify by name and title  and bear the signature of the partners or officers authorized to sign the Credit Documents to  which it is a party;   (g) The Administrative Agent shall have received copies of the certificates of  good standing (to the extent relevant) for each Guarantor (dated no earlier than 30 days  prior to the date hereof) from the office of the secretary of the state of its incorporation or  organization;   (h) The Administrative Agent shall have received to the extent requested by  any Lender, such Lender’s duly executed Notes of the Borrower dated the date hereof and  otherwise in compliance with the provisions of Section 1.11(d) hereof;   (i) The Administrative Agent shall have received a list of the Borrower’s  Authorized Representatives;    (j) All legal matters incident to the execution and delivery of the Credit  Documents shall be satisfactory to the Lenders;   (k) The Administrative Agent and each Lender shall have received for each  fiscal year of the Parent through the fiscal year ending December 31, 2021, a business plan  showing in reasonable detail projected operating budgets, consolidated revenues,  expenses, and balance sheets on an annual basis, such business plan to be in form and  substance satisfactory to the Administrative Agent and each Lender and shall include a  summary of all assumptions made in preparing such business plan; and   (l) The Administrative Agent and each Lender shall have received, sufficiently  in advance of the Effective Date, all documentation and other information required by  applicable regulatory authorities under applicable “know your customer” and anti-money  laundering rules and regulations, including the Act.   Section 6.2. All Credit Events.  Subject to Section 4.4 hereof, as of the time of each Credit  Event hereunder:   (a) In the case of a Borrowing, the Administrative Agent shall have received  the notice required by Section 1.6 hereof (or, in the case of Swingline Loans, Section 1.2  hereof), in the case of the issuance of any Letter of Credit the applicable L/C Issuer shall  have received a duly completed Application for a Letter of Credit and, in the case of an  extension or increase in the amount of a Letter of Credit, a written request therefor, in a  form acceptable to the applicable L/C Issuer;   (b) EachIn the case of a Borrowing (but not a request for a Loan to be continued  or converted), each of the representations and warranties set forth in Section 5 hereof shall  be and remain true and correct in all material respects as of said time (where notor, in the  case of any such representation or warranty already qualified by materiality, otherwise in  





 






  -77-  all respects), except that if any such representation or warranty relates solely to an earlier  date it need only remain true and correct in all material respects (where notor, in the case of  any such representation or warranty already qualified by materiality, otherwise in all  respects) as of such date, taking into account any amendments to such Section (including,  without limitation, any amendments to the Schedules referenced therein) made after the  date of this Agreement in accordance with the provision hereof; and   (c) No Default or Event of Default shall have occurred and be continuing or  would occur as a result of such Credit Event.  Subject to Section 4.4 hereof, each request for a Borrowing (but not a request for a Loan to  be continued or converted) hereunder and each request for the issuance of, increase in the amount  of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation  and warranty by the Borrower on the date of such Credit Event as to the facts specified in  paragraphs (b) and (c) of this Section 6.2.  No waiver of any condition to funding a Credit Event  under the Revolving Facility after the Effective Date and no waiver of a Default shall be effective  for the purposes of Section 6.2(c) hereof with respect to any such Credit Event, unless such waiver  shall have been approved by the Required Revolving Lenders.   SECTION 7. COVENANTS.  Each of the Borrower and the Parent covenants and agrees that, so long as any Note, Loan,  Swingline Loan or L/C Obligation is outstanding hereunder, or any Revolving Credit Commitment  is available to or in use by the Borrower hereunder, except to the extent compliance in any case is  waived in writing by the Required Lenders:   Section 7.1. Corporate Existence; Subsidiaries.  The Parent shall, and shall cause each of  its Restricted Subsidiaries to, preserve and maintain its existence, subject to the provisions of  Section 7.12 hereof; provided that the Parent shall not be required to preserve the existence of any  Restricted Subsidiary (other than the Borrower) if the maintenance or preservation thereof, as  determined by the Board of Directors of the Parent, is no longer desirable in the conduct of the  business of the Parent and its Subsidiaries, taken as a whole.   Section 7.2. Maintenance.  The Parent will maintain, preserve and keep its Property  necessary to the proper conduct of its business in reasonably good repair, working order and  condition and will from time to time make all reasonably necessary repairs, renewals,  replacements, additions and betterments thereto so that at all times such plants, properties and  equipment shall be reasonably preserved and maintained, except to the extent that any failure to do  so would not reasonably be expected to have a Material Adverse Effect, and the Parent will cause  each of its Subsidiaries to do so in respect of Property owned or used by it; provided, however, that  nothing in this Section 7.2 shall prevent the Parent or a Subsidiary from discontinuing the  operation or maintenance of any such Properties if such discontinuance would not reasonably be  expected to have a Material Adverse Effect.  





 






  -78-   Section 7.3. Taxes.  The Parent will duly pay and discharge, and will cause each of its  Subsidiaries duly to pay and discharge, all federal, material state and other material taxes,  (including foreign tax returns), assessments, and governmental charges or levies upon or against it  or against its Properties, in each case before the same becomes delinquent and before penalties  accrue thereon, unless and to the extent that the same is being contested in good faith by  appropriate proceedings and reserves in conformity with GAAP have been provided therefor on  the books of the Parent or to the extent that the failure to so pay or discharge such obligations  would not reasonably be expected to have a Material Adverse Effect.   Section 7.4. ERISA.  The Parent will, and will cause each of its Subsidiaries and each  member of the Controlled Group to, promptly pay and discharge all obligations and liabilities  arising under ERISA of a character which if unpaid or unperformed would reasonably be expected  to result in a Material Adverse Effect.  The Parent will, and will cause each of its Subsidiaries to  promptly notify the Administrative Agent of:  (i) the occurrence of any reportable event (as  defined in ERISA) affecting a Plan, other than any such event of which the PBGC has waived  notice by regulation, (ii) receipt of any notice from PBGC of its intention to seek termination of  any  Plan or appointment of a trustee therefor, (iii) its intention to terminate or withdraw from any  Plan, and (iv) the occurrence of any event affecting any Plan which could result in the incurrence  by the Parent, any of its Subsidiaries or any member of its Controlled Group of any liability, fine or  penalty, or any increase in the contingent liability of the Parent or any of its Subsidiaries or any  member of its Controlled Group under any post-retirement Welfare Plan benefit, in each where  such event could reasonably be expected to have a Material Adverse Effect.  The Administrative  Agent will promptly distribute to each Lender any notice it receives from the Parent pursuant to  this Section 7.4.   Section 7.5. Insurance.  The Parent will maintain, and will cause each of its Subsidiaries  to maintain, insurance with good and responsible insurance companies, covering insurable  Property owned by it with respect to such risks as is consistent with sound business practice.  The  Parent will upon request of any Lender furnish to such Lender a summary setting forth the nature  and extent of the insurance maintained pursuant to this Section 7.5.   Section 7.6. Financial Reports and Other Information.  (a) The Parent will maintain a  system of accounting in accordance with GAAP and will furnish to the Administrative Agent on  behalf of the Lenders and their respective duly authorized representatives such information  respecting the business and financial condition of the Parent and its Subsidiaries as the  Administrative Agent or any Lender through the Administrative Agent  may reasonably request;  and without any request, the Parent will furnish each of the following to the Administrative Agent  (which shall promptly furnish such information to the Lenders):   (i) unless included in a Form 10-Q delivered pursuant to clause (a)(iii) below,  no later than 45 days after the last day of each first three fiscal quarterly periods of each  fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its  Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of  income, retained earnings, and cash flows of the Parent and its Subsidiaries for such fiscal  quarter and for the fiscal year-to-date period then ended, each in reasonable detail showing  in comparative form the figures for the corresponding date and period in the previous fiscal  





 






  -79-  year, prepared by the Parent in accordance with GAAP (subject to the absence of footnote  disclosures and year-end audit adjustments) and certified to by its chief financial officer or  another officer of the Parent acceptable to the Administrative Agent;   (ii) unless included in a Form 10-K delivered pursuant to clause (a)(iii) below,  no later than 90 days after the last day of each fiscal year of the Parent, a copy of the  consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the fiscal  year then ended and the consolidated statements of income, retained earnings, and cash  flows of the Parent and its Subsidiaries for the fiscal year then ended, and accompanying  notes thereto, each in reasonable detail showing in comparative form the figures as of the  end of and for the previous fiscal year, accompanied by an unqualified opinion of  independent public accountants of recognized national standing selected by the Borrower,  to the effect that the consolidated financial statements have been prepared in accordance  with GAAP and present fairly in accordance with GAAP the consolidated financial  condition of the Parent and its Subsidiaries as of the close of such fiscal year and the results  of their operations and cash flows for the fiscal year then ended and that an examination of  such accounts in connection with such financial statements has been made in accordance  with generally accepted auditing standards and, accordingly, such examination included  such tests of the accounting records and such other auditing procedures as were considered  necessary in the circumstances; and   (iii) each financial statement required to be furnished to the Lenders pursuant to  subsection (i) or (ii) of this Section 7.6 shall be accompanied by copies of all proxy  statements, financial statements and reports the Parent sent to its shareholders, and copies  of all other regular, periodic and special reports and all registration statements the Parent  filed with the SEC or any successor thereto, or with any national securities exchanges: (A)  in the case of the financial statements required to be furnished pursuant to subsection (i)  above, during or in respect of the fiscal quarter covered by such financial statements and  (B) in the case of the financial statements required to be furnished pursuant to subsection  (ii) above, during or in respect of the last fiscal quarter covered by such financial  statements.  The financial statements required to be delivered pursuant to this clause (a) may be  delivered electronically and if so delivered, shall be deemed to have been delivered on the  earliest of the date (i) on which the Parent posts such financial statements, or provides a  link thereto, on the Parent’s website on the Internet at the website address listed in Section  10.812.8, (ii) on which such documents are posted to the SEC’s website (including as part  of any 10-K or 10-Q filing) or (iii) on which such financial statements are posted on the  Parent’s behalf on any Platform; provided that the Parent or the Borrower shall have  notified the Administrative Agent of the posting of such financial statements.  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 Parent with any such request for delivery, and each Lender shall be  solely responsible for timely accessing posted documents or requesting delivery to it or  maintaining its copies of such documents.  





 






  -80-   (b) On or before the date that each financial statement is required to be furnished to the  Lenders pursuant to subsection (i) or (ii) of Section 7.6(a) hereof, the Parent will deliver a  Compliance Certificate signed by the Parent’s chief financial officer, treasurer or controller  showing the Cash Flow Leverage Ratio, the Net Cash Flow Leverage Ratio and the Parent’s  compliance with the covenants set forth in Sections 7.15 and 7.16 hereof.   (c) The Parent will promptly (and in any event within three Business Days after any of  the President, chief executive officer, chief financial officer, chief operating officer, treasurer,  assistant treasurer, or controller of the Parent has knowledge thereof) give notice to the  Administrative Agent:   (i) of the occurrence of any Change of Control, Default or Event of Default;   (ii) of any default or event of default under any Contractual Obligation of the  Parent or any of its Subsidiaries, except for a default or event of default which is not  reasonably expected to have a Material Adverse Effect;   (iii) of the occurrence of an event or condition which would reasonably be  expected to result in a Material Adverse Effect; and   (iv) of any litigation or governmental proceeding of the type described in  Section 5.5 hereof.   (d) The Parent will promptly after the effectiveness thereof, furnish to the Administrative  Agent true and complete copies of each amendment, waiver or supplement to the Note Agreement.   (e) No later than August 15th of each calendar year (commencing in calendar year 2022),  the Parent will deliver a Pricing Certificate for the most recently-ended calendar year; provided,  that, for any fiscal year the Parent may elect not to deliver a Pricing Certificate, and such election  shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate  by such date shall result in the Sustainability Applicable Margin Adjustment being applied as set  forth in Section 1.19(c)).   Section 7.7. Lender Inspection Rights.  Upon reasonable notice from the Administrative  Agent, the Parent will permit the Administrative Agent and each Lender (and such Persons as the  Administrative Agent or such Lender may designate) during normal business hours and under the  Parent’s guidance, to visit and inspect any of the Property of the Parent or any of its Subsidiaries,  to examine all of their books of account, records, reports and other papers, to make copies and  extracts therefrom, and to discuss their respective affairs, finances and accounts with their  respective officers, employees and, after the occurrence and during the continuance of an Event of  Default, and so long as Parent is afforded the opportunity to be present, independent public  accountants; provided that, excluding any such visits and inspections during the continuation of an  Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of  the Administrative Agent and the Lenders under this Section 7.7; provided further that unless an  Event of Default shall have occurred and be continuing, such visits and inspections shall be limited  to once per fiscal year; and provided finally, that none of the Parent, the Borrower nor any  





 






  -81-  Subsidiary will be required to disclose, permit the inspection, examination or making copies or  extracts from, or discussion or, any books, documents, information or other matter (a) in respect of  which disclosure to the Administrative Agent or any Lender (or their respective representatives or  designees) is prohibited by law or any bona fide binding agreement, (b) is subject to attorney-client  or similar privilege or constitutes attorney work product or (c) constituting trade secrets.   Section 7.8. Conduct of Business.  Neither the Parent nor any Subsidiary will engage in  any line of business if, as a result, the general nature of the business of the Parent and its  Subsidiaries taken as a whole would be substantially changed from that conducted on the date  hereof, other than through entry into businesses reasonably related or, similar, ancillary,  supportive, synergetic, complementary, or incidental thereto or reasonable extensions of such  businessthereof (and non-core incidental businesses acquired in connection with any acquisition or  investment or other immaterial businesses).    Section 7.9. Liens.  The Parent will not, and will not permit any of its Restricted  Subsidiaries to, create, incur, permit to exist or to be incurred any Lien of any kind on any Property  owned by the Parent or any Restricted Subsidiary; provided, however, that this Section 7.9 shall  not apply to nor operate to prevent:   (a) Liens arising by operation of law in connection with worker’s  compensation, unemployment insurance, social security obligations, taxes, assessments,  statutory obligations or other similar charges, good faith deposits, pledges or Liens in  connection with bids, tenders, contracts or leases to which the Parent or any Subsidiary is a  party (other than contracts for borrowed money), or other deposits required to be made in  the ordinary course of business; provided that in each case the obligation secured is not  overdue by more than 30 days or, if overdue by more than 30 days, is being contested in  good faith by appropriate proceedings and for which reserves in conformity with GAAP  have been provided on the books of the Parent;   (b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other  similar Liens arising in the ordinary course of business (or deposits to obtain the release of  such Liens) securing obligations not overdue by more than 30 days or, if overdue by more  than 30 days, being contested in good faith by appropriate proceedings and for which  reserves in conformity with GAAP have been provided on the books of the Parent;   (c) Liens for taxes or assessments or other government charges or levies on the  Parent or any Subsidiary of the Parent or their respective Properties, not yet due or  delinquent, or which can thereafter be paid without material penalty, or which are being  contested in good faith by appropriate proceedings and for which reserves in conformity  with GAAP have been provided on the books of the Parent;   (d) Liens arising out of judgments or awards against the Parent or any  Subsidiary of the Parent not constituting an Event of Default under Section 8.1(h), or in  connection with surety or appeal bonds in connection with bonding such judgments or  awards;  





 






  -82-   (e) Survey exceptions or encumbrances, easements or reservations, or rights of  others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions  as to the use of real properties which are necessary for the conduct of the activities of the  Parent and any Subsidiary of the Parent or which customarily exist on properties of  corporations engaged in similar activities and similarly situated and which do not in any  event materially impair their use in the operation of the business of the Parent or any  Subsidiary of the Parent;   (f) normal and customary rights of setoff upon deposits of cash in favor of  banks or other depository institutions, including Liens granted by the Parent or a Restricted  Subsidiary that are contractual rights of set-off or netting arrangements relating to pooled  deposit or sweep accounts of the Parent or such Subsidiary to permit satisfaction of  overdraft or similar obligations (including with respect to netting services, automatic  clearinghouse arrangements, overdraft protections and similar arrangements) incurred in  the ordinary course of business,  and Liens of a collection bank arising under Section 4-210  of the Uniform Commercial Code on items in the course of collection; and   (g) Liens not otherwise permitted under this Section 7.9 on Property (other than  (i) shares of stock in any Wholly-Owned Subsidiary and (ii) receivables, inventory and  similar working capital assets); provided that, at the time of the incurrence thereof, the  obligations secured thereby shall not exceed the greater of: (i) $300,000,000 and (ii) 5.0%  of the total assets of the Parent and its Restricted Subsidiaries determined on a consolidated  basis as of the last day of the immediately preceding fiscal year.   Section 7.10. Use of Proceeds; Regulation U.  The proceeds of each Borrowing, and the  credit provided by Letters of Credit, will be used by the Borrower, the Parent and the Parent’s  Subsidiaries for working capital, and other general corporate purposes including acquisitions of  businesses permitted by Section 7.14 hereof and the payment of dividends and distributions.  The  Borrower will not use any part of the proceeds of any of the Borrowings or of the Letters of Credit  directly or indirectly to purchase or carry any margin stock (as defined in Section 5.10 hereof) or to  extend credit to others for the purpose of purchasing or carrying any such margin stock, in each  case in a manner that violates any provision of Regulation U or X of the Board of Governors of the  Federal Reserve System. The Borrower will not, directly or, to the Borrower’s knowledge,  indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such  proceeds to any Subsidiary, other Affiliate, joint venture partner or other Person, (A) in  furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of  money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML  Laws, (B) for the purpose of funding, financing or facilitating any activities, business or  transaction of or with any Sanctioned Person, or in any Sanctioned Country, or involving any  goods originating in or with a Sanctioned Person or Sanctioned Country, or (C)  in any manner that  would result in the violation of any Sanctions by any Person (including any Person participating in  the transactions contemplated hereunder, whether as underwriter, advisor, lender, investor or  otherwise).   Section 7.11. [Reserved].  





 






  -83-   Section 7.12. Mergers, Consolidations and Sales of Assets.  The Parent will not, and will  not permit any of its Restricted Subsidiaries to, (i) consolidate with or be a party to a merger with  any other Person or (ii) sell, lease or otherwise dispose of all or substantially all of the consolidated  assets of the Parent and its Restricted Subsidiaries; provided, however, that:   (1) any Restricted Subsidiary of the Parent may merge or consolidate with or  into or sell, lease or otherwise convey its assets to the Parent or any Restricted Subsidiary  of which the Parent directly or indirectly holds at least the same percentage equity  ownership or is entitled through ownership of interests, contractually or otherwise, to at  least the same economic interest; provided that in any such merger or consolidation  involving the Borrower, the Borrower or the Parent shall be the surviving or continuing  corporation;    (2) The Parent and its Subsidiaries may dissolve or liquidate any Restricted  Subsidiary of the Parent (other than the Borrower) or of such Subsidiary so long as all the  assets of such dissolved or liquidated Restricted Subsidiary (i) were direct or indirect  co-investments in real estate or real estate related assets, all of which have been sold or (ii)  are concurrently transferred to the Parent or any Restricted Subsidiary of which the Parent  directly or indirectly holds at least the same percentage equity ownership or is entitled  through ownership of interests, contractually or otherwise, to at least the same economic  interest; provided that if any Guarantor (other than the Parent) is dissolved or liquidated all  of such Guarantor’s assets shall be concurrently transferred to the Borrower or another  Guarantor; and   (3) The Parent or any Restricted Subsidiary of the Parent may consolidate or  merge with any other Person if the Parent or such Restricted Subsidiary or, in the case of  such a transaction involving the Borrower, the Parent or the Borrower, is the surviving or  continuing corporation or, in the case of a Restricted Subsidiary, such Person becomes a  Restricted Subsidiary, and at the time of such consolidation or merger, and after giving  effect thereto, no Default or Event of Default shall have occurred and be continuing.   Section 7.13. Use of Property and Facilities; Environmental and Health and Safety Laws.   (a) The Parent will, and will cause each of its Subsidiaries to, comply in all material respects with  the requirements of all Environmental and Health Laws applicable to or pertaining to the  Properties or business operations of the Parent or any Subsidiary of the Parent to the extent  noncompliance would reasonably be expected to have a Material Adverse Effect.  Without  limiting the foregoing, the Parent will not, and will not permit any Person to, except in accordance  with applicable law, dispose of any Hazardous Material into, onto or upon any real property owned  or operated by the Parent or any of its Subsidiaries if such disposal would reasonably be expected  to have a Material Adverse Effect.   (b) The Parent will promptly provide the Lenders with copies of any notice or other  instrument of the type described in Section 5.11(c) hereof, and in no event later than five (5)  Business Days after the President, chief executive officer, chief financial officer, chief operating  officer, treasurer, assistant treasurer or controller of the Parent receives such notice or instrument.  





 






  -84-   Section 7.14. Acquisitions.  The Parent will not, nor will it permit any Subsidiary to,  directly or indirectly, make, any Acquisition; provided, however, that the foregoing provisions  shall not apply to nor operate to prevent Permitted Acquisitions.  Notwithstanding anything to the  contrary herein, this Section 7.14 shall be deemed (a) automatically amended to the extent that  Section 10.7 (or any other corresponding provision) in the Note Agreement is amended (including  any amendments to any corresponding defined terms therein) to be less restrictive on the Parent or  any Subsidiary or (b) automatically deleted at such time as Section 10.7 (or any other  corresponding provision) in the Note Agreement is deleted; provided that, such amendment or  deletion, as applicable, shall not become effective hereunder until each Lender shall have received  notice in writing from the Parent certifying (i) as to the amendment or deletion, as applicable, of  such Section 10.7 (or any other corresponding provision) in the Note Agreement together with a  true and complete copy of the relevant documentation evidencing such amendment or deletion, as  applicable, to the Note Agreement and (ii) that no Default or Event of Default shall have then  occurred and be continuing; provided further that, if Section 10.7 (or any other corresponding  provision) in the Note Agreement is amended (including any amendments to any corresponding  defined terms therein) in order to make such covenant more restrictive on the Parent or any  Subsidiary, then the covenant contained in this Section 7.14 shall be deemed automatically so  amended in this Agreement at the same time as the amendment to Section 10.7 (or any other  corresponding provision) in the Note Agreement becomes effective.   Section 7.15. Net Cash Flow Leverage Ratio.  The Parent will as of the last day of each  calendar quarter for which financial statements have been delivered pursuant to Section 7.6 hereof,  maintain a Net Cash Flow Leverage Ratio of not more than 3.50 to 1.00; provided that, the  Borrower may, by written notice to the Administrative Agent, increase the maximum Net Cash  Flow Leverage Ratio to 4.00 to 1.00 (each such election, a “Net Cash Flow Leverage Ratio  Increase”) for the four consecutive calendar quarter ending dates (or such shorter time, as may be  elected by the Borrower) immediately following the consummation of a Material Acquisition by  the Borrower or a Restricted Subsidiary; provided further that, while in a Net Cash Flow Leverage  Ratio Increase period, the Borrower shall be permitted to extend the Net Cash Flow Leverage  Increase period in connection with any additional Material Acquisition for an additional 4  consecutive calendar quarters from the consummation of the additional Material Acquisition by  written notice to the Administrative Agent, provided that at the time of the consummation of the  additional Material Acquisition the Borrower’s Net Cash Flow Leverage Ratio before giving  effect to such Material Acquisition is less than 3.50 to 1.00.   Section 7.16. Cash Interest Coverage Ratio.  The Parent will as of the last day of each  calendar quarter for which financial statements have been delivered pursuant to Section 7.6 hereof,  maintain a Cash Interest Coverage Ratio of not less than 3.00 to 1.00.   Section 7.17. Dividends and Other Shareholder Distributions.  The Parent shall only  declare or pay dividends or make a distribution (other than dividends and distributions payable  solely in its capital stock) of any kind (including by redemption or purchase other than purchases  of outstanding capital stock in connection with the Parent’s Stock Compensation Program,  Employee Stock Purchase Plan, Stock Award and Incentive Plan and any similar programs or  plans) on its outstanding capital stock, if no Default or Event of Default (i) exists prior to or would  result after giving effect to such action or (ii) exists or would result from such dividend or  





 






  -85-  distribution on the date of declaration of such dividend or distribution, so long as such dividend or  distribution is made within 60 days of such declaration.   Section 7.18. Indebtedness.  The Parent will not permit the non‐Guarantor Restricted  Subsidiaries to have outstanding at any time any Indebtedness other than (a) Indebtedness if, after  giving effect thereto, the aggregate principal amount outstanding for all non-Guarantor Restricted  Subsidiaries at the time of incurrence (x) in the case of Priority Debt, when added to the then  outstanding principal amount of Priority Debt of the Borrower and Guarantors does not exceed the  greater of: (i) $300,000,000 and (ii) 510% of the total assets of the Parent and its Restricted  Subsidiaries determined on a consolidated basis as of the last day of the immediately preceding  fiscal quarter and, (yb) in the case of unsecured Indebtedness, that does not exceed, in the  aggregate at the time of incurrence, the greater of: (i) $1,000,000,000 and (ii) 20% of the total  assets of the Parent and its Restricted Subsidiaries determined on a consolidated basis as of the last  day of the immediately preceding fiscal quarter, (c) Indebtedness owed (i) between or among  non-Guarantor Subsidiaries or (ii) by non-Guarantor Subsidiaries to Guarantor Subsidiaries, the  Borrower or the Parent, (d) Indebtedness set forth on Schedule 7.18 hereof, together with any  extensions, renewals or replacements of such Indebtedness to the extent the principal amount of  such Indebtedness is not increased and neither the final maturity nor the weighted average life to  maturity of such Indebtedness is shortened, (e) Indebtedness incurred with respect to performance  bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary  course of business, and (f) Indebtedness of any Person existing at the time such Person is acquired  by a non-Guarantor Subsidiary in connection with an acquisition and not incurred in anticipation  or contemplation thereof and any extensions, renewals or replacements of such Indebtedness to the  extent the principal amount of such Indebtedness is not increased and neither the final maturity nor  the weighted average life to maturity of such Indebtedness is shortened, so long as Borrower is in  compliance with all applicable covenants, on a pro forma basis, after giving effect thereto.   Notwithstanding anything to the contrary herein, the amendments made to this Section 7.18 by the  Amendment No. 2 shall not become effective until Section 10.8 (or any other corresponding  provision) in the Note Agreement is amended (including any amendments to any corresponding  defined terms therein) to match the foregoing amended terms and each Lender shall have received  notice in writing from the Parent certifying (i) as to the amendment of such Section 10.8 (or any  other corresponding provision) in the Note Agreement together with a true and complete copy of  the relevant documentation evidencing such amendment to the Note Agreement and (ii) that no  Default or Event of Default shall have then occurred and be continuing.   Section 7.19. Transactions with Affiliates.  The Parent will not, and will not permit any of  its Subsidiaries to, enter into or be a party to any material transaction or arrangement (where  “material” means material for the Parent and its Subsidiaries taken as a whole) with any Affiliate  of such Person (other than the Parent or any of its Subsidiaries), including without limitation, the  purchase from, sale to or exchange of Property with, any merger or consolidation with or into, or  the rendering of any service by or for, any Affiliate, except upon fair and reasonable terms no less  favorable to the Parent or such Subsidiary than could be obtained in a comparable arm’s-length  transaction with a Person other than an Affiliate, provided, that the foregoing shall not restrict any  transaction between (i) the Borrower and any Guarantor and (ii) any Guarantor and any other  Guarantor.     





 






  -86-   Section 7.20. Compliance with Laws.  Without limiting any of the other covenants of the  Parent in this Section 7, the Parent will, and will cause each of its Subsidiaries to, conduct its  business, and otherwise be, in compliance with all applicable laws, regulations, ordinances and  orders of any governmental or judicial authorities; provided, however, that neither the Parent nor  any Subsidiary of the Parent shall be required to comply with any such law, regulation, ordinance  or order if (x) it shall be contesting such law, regulation, ordinance or order in good faith by  appropriate proceedings and reserves in conformity with GAAP have been provided therefor on  the books of the Parent or such Subsidiary, as the case may be, or (y) the failure to comply  therewith is not reasonably expected to have, in the aggregate, a Material Adverse Effect.   Section 7.21. Additional Guarantors.  The Parent will cause any existing and any  subsequently acquired or organized Restricted Subsidiary which provides a Guaranty in respect of  any Material Credit Facility (other than those Guarantors party to this Agreement as of the  Amendment No. 12 Effective Date) to, no later than thirty (30) days thereafter, become a  Guarantor hereunder by (a) executing and delivering to the Administrative Agent a Subsidiary  Guaranty Agreement and (b) delivering to the Administrative Agent documents of the types  referred to in clauses (d) through (g) of Section 6.1 and favorable opinions of counsel to such  Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.  In  addition, the Parent shall cause such Restricted Subsidiary to deliver, upon the reasonable request  of any Lender, the documentation and other information so requested in connection with  applicable “know your customer” and anti-money-laundering rules and regulations, including the  PATRIOT Act, in each case prior to the delivery of the Subsidiary Guaranty Agreement.   Section 7.22. Compliance with Sanction Programs.  (a) The Parent shall at all times  comply with the requirements of all Sanction Programs applicable to the Parent and shall cause  each of its Subsidiaries to comply with the requirements of all Sanction Programs applicable to  such Subsidiary.  The Parent will maintain in effect policies and procedures designed to ensure  compliance by the Parent, Borrower, Subsidiaries and their respective directors, officers,  employees and agents with Anti-Corruption Laws, applicable AML Laws and applicable  Sanctions.   (b) The Borrower and each Guarantor shall provide the Administrative Agent, the L/C  Issuers, and the Lenders any information regarding the Borrower and Guarantors, their Affiliates,  and their Subsidiaries necessary for the Administrative Agent, the L/C Issuers, and the Lenders to  comply with all applicable Sanction Programs and any applicable “know your customer”  requirements, the Beneficial Ownership Regulation or other applicable anti-money laundering  laws; subject however, in the case of Affiliates, to the Borrower’s or Guarantor’s, as applicable,  ability to provide information applicable to them.     (c) If the Borrower or any Guarantor obtains actual knowledge or receives any written  notice that the Borrower, any Guarantor, any of their Affiliates or any of their Subsidiaries is  named on the then current OFAC SDN List (such occurrence, an “OFAC Event”), the Parent shall  promptly (i) give written notice to the Administrative Agent, the L/C Issuers, and the Lenders of  such OFAC Event, and (ii) comply with all applicable laws with respect to such OFAC Event  (regardless of whether the party included on the OFAC SDN List is located within the jurisdiction  of the United States of America), including the Sanction Programs, and the Borrower and each  





 






  -87-  Guarantor hereby authorizes and consents to the Administrative Agent, the L/C Issuers, and the  Lenders taking any and all steps the Administrative Agent, the L/C Issuers, or the Lenders deem  necessary, in their sole but reasonable discretion, to avoid violation of all applicable laws with  respect to any such OFAC Event, including the requirements of the Sanction Programs (including  the freezing and/or blocking of assets and reporting such action to OFAC).  The undertakings contained in this Section 7.22 shall not be made by nor apply to any Guarantor  that qualifies as a resident party domiciled in the Federal Republic of Germany (Inländer) within  the meaning of Sect. 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftsgesetz) in so far  as it would result in a violation of or conflict with Sect. 7 German Foreign Trade Regulation  (Außenwirtschaftsverordnung), any provision of Council Regulation (EC) 2271/1996 or any other  similar applicable anti-boycott statute.  SECTION 8. EVENTS OF DEFAULT AND REMEDIES.   Section 8.1. Events of Default.  Any one or more of the following shall constitute an Event  of Default:   (a) default (x) in the payment when due of the principal amount of any Loan,  Swingline Loan or of any Reimbursement Obligation or (y) for a period of five (5)  Business Days in the payment when due of interest or of any other Obligation;   (b) default by the Borrower, the Parent or any Subsidiary in the observance or  performance of any covenant set forth in Section 7.1, 7.6(c)(i), 7.9 through 7.12, or 7.14  through 7.18 hereof;   (c) default by the Borrower, the Parent or any Subsidiary in the observance or  performance of any provision hereof or of any other Credit Document not mentioned in (a)  or (b) above, which is not remedied within thirty (30) days after the earlier of (i) written  notice thereof is given to the Parent by the Administrative Agent (acting at the request of  any Lender) or (ii) the date on which such failure shall first become known to any  Responsible Officer of the Parent or Borrower;   (d) (i) failure to pay when due Indebtedness in an aggregate principal amount  of $100,000,000 or more of the Borrower, Parent or any Subsidiary or (ii) default shall  occur under one or more indentures, agreements or other instruments under which any  Indebtedness of the Borrower, the Parent or any Subsidiary in an aggregate principal  amount of $100,000,000 or more is outstanding and such default shall continue for a period  of time sufficient to permit the holder or beneficiary of such Indebtedness or a trustee  therefor to cause the acceleration of the maturity of any such Indebtedness or any  mandatory unscheduled prepayment, purchase or funding thereof;   (e) any representation or warranty made herein or in any other Credit  Document by the Borrower, the Parent or any Subsidiary, or in any statement or certificate  furnished pursuant hereto or pursuant to any other Credit Document by the Borrower, the  Parent or any Subsidiary, or in connection with any Credit Document, shall be untrue in  





 






  -88-  any material respect as of the date of the issuance or making, or deemed making or  issuance, thereof;   (f) the Borrower, any Guarantor or any Material Subsidiary shall (i) have  entered involuntarily against it an order for relief under the United States Bankruptcy Code  or the Dutch Bankruptcy Code (Faillissementswet), as amended, or any analogous action is  taken under any other applicable law relating to bankruptcy or insolvency, (ii) fail to pay,  or admit in writing its inability to pay, its debts generally as they become due, (iii) make an  assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the  appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it  or any substantial part of its Property, (v) institute any proceeding seeking to have entered  against it an order for relief under the United States Bankruptcy Code, as amended, to  adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization,  arrangement, adjustment or composition of it or its debts under any law relating to  bankruptcy, insolvency or reorganization or relief of debtors or fail within the time allowed  therefor to file an answer or other pleading denying the material allegations of any such  proceeding filed against it, (vi) take any corporate action (such as the passage by the board  of directors of a resolution) in furtherance of any matter described in parts (i)-(v) above, or  (vii) fail to contest in good faith any appointment or proceeding described in Section 8.1(g)  hereof;   (g) a custodian, receiver, trustee, examiner, liquidator, observator,  herstructureringsdeskundige or similar official shall be appointed for the Borrower, any  Guarantor or any Material Subsidiary or any substantial part of any of their Property, or a  proceeding described in Section 8.1(f)(v) hereof shall be instituted against the Borrower,  the Parent or any Subsidiary, and such appointment continues undischarged or such  proceeding continues undismissed or unstayed for a period of sixty (60) days;   (h) the Borrower, the Parent or any Subsidiary shall fail within thirty (30) days  to pay, bond or otherwise discharge any judgment or order for the payment of money in  excess of $100,000,000, which is not stayed on appeal or otherwise being appropriately  contested in good faith in a manner that stays execution thereon;   (i) the Parent or any other member of the Controlled Group shall fail to pay  when due an amount or amounts aggregating in excess of $5,000,000 which it shall have  become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent  to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of  $5,000,000 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by the  Parent or any Subsidiary or any other member of the Controlled Group, any plan  administrator or any combination of the foregoing; or the PBGC shall institute proceedings  under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any  Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against  the Parent or any other member of the Controlled Group to enforce Section 515 or  4219(c)(5) of ERISA and such proceeding shall not have been dismissed within thirty (30)  days thereafter; or a condition shall exist by reason of which the  PBGC would be entitled  to obtain a decree adjudicating that any Material Plan must be terminated;   





 






  -89-   (j) the Borrower, the Parent or any Subsidiary, or any Person acting on behalf  of the Borrower, the Parent or a Subsidiary, or any Governmental Authority challenges the  validity of any Credit Document or the Borrower’s, the Parent’s or a Subsidiary’s  obligations thereunder or any Credit Document ceases to be in full force and effect; or   (k) a Change of Control shall have occurred.   Section 8.2. Non-Bankruptcy Defaults.  When any Event of Default other than those  described in subsections (f) or (g) of Section 8.1 hereof has occurred and is continuing, the  Administrative Agent shall, by written notice to the Parent: (a) if so directed by the Required  Lenders, terminate the remaining Revolving Credit Commitments and all other obligations of the  Lenders hereunder on the date stated in such notice (which may be the date thereof); (b) if so  directed by the Required Lenders, declare the principal of and the accrued interest on all  outstanding Loans, Swingline Loans and all other amounts due under the Credit Documents to be  forthwith due and payable and thereupon all outstanding Loans and Swingline Loans, including  both principal and interest thereon, shall be and become immediately due and payable together  with all other amounts payable under the Credit Documents without further demand, presentment,  protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that the  Borrower immediately pay to the Administrative Agent, subject to Section 8.4 hereof, the full  amount then available for drawing under each or any Letter of Credit, and the Borrower agrees to  immediately make such payment and acknowledges and agrees that the Lenders would not have an  adequate remedy at law for failure by the Borrower to honor any such demand and that the  Administrative Agent, for the benefit of the Lenders, shall have the right to require the Borrower to  specifically perform such undertaking whether or not any drawings or other demands for payment  have been made under any Letter of Credit.  The Administrative Agent, after giving notice to the  Borrower pursuant to Section 8.1(c) hereof or this Section 8.2, shall also promptly send a copy of  such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such  notice.   Section 8.3. Bankruptcy Defaults.  When any Event of Default described in subsections  (f) or (g) of Section 8.1 hereof has occurred and is continuing, then all outstanding Loans and  Swingline Loans shall immediately become due and payable together with all other amounts  payable under the Credit Documents without presentment, demand, protest or notice of any kind,  the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall  immediately terminate and the Borrower shall immediately pay to the Administrative Agent,  subject to Section 8.4 hereof, the full amount then available for drawing under all outstanding  Letters of Credit, the Borrower acknowledging that the Lenders would not have an adequate  remedy at law for failure by the Borrower to honor any such demand and that the Lenders, and the  Administrative Agent on their behalf, shall have the right to require the Borrower to specifically  perform such undertaking whether or not any draws or other demands for payment have been made  under any of the Letters of Credit.   Section 8.4. Collateral for Undrawn Letters of Credit.  (a) If the payment or prepayment  of the amount available for drawing under any or all outstanding Letters of Credit is required under  Section 8.2 or 8.3 above, the Borrower shall forthwith pay the amount required to be so prepaid, to  be held by the Administrative Agent as provided in subsection (b) below.  





 






  -90-   (b) All amounts prepaid pursuant to subsection (a) above shall be held by the  Administrative Agent in one or more separate collateral accounts (each such account, and the  credit balances, properties and any investments from time to time held therein, and any  substitutions for such account, any certificate of deposit or other instrument evidencing any of the  foregoing and all proceeds of and earnings on any of the foregoing being collectively called the  “Account”) as security for, and for application by the Administrative Agent (to the extent  available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made  by the Administrative Agent, and to the payment of the unpaid balance of any Loans and all other  Obligations.  The Account shall be held in the name of and subject to the exclusive dominion and  control of the Administrative Agent for the benefit of the Administrative Agent, the L/C Issuers  and the Lenders.  The Borrower hereby grants the Administrative Agent, for the benefit of the  Administrative Agent, the L/C Issuers and the Lenders, a Lien on the Account and all credit  balances and investments held therein.  If and when requested by the Borrower, the Administrative  Agent shall invest funds held in the Account from time to time in direct obligations of, or  obligations the principal of and interest on which are unconditionally guaranteed by, the United  States of America with a remaining maturity of one year or less, provided that the Administrative  Agent is irrevocably authorized to sell investments held in the Account when and as required to  make payments out of the Account for application to amounts due and owing from the Borrower to  the Administrative Agent, the L/C Issuers or Lenders; provided, however, that if (i) the Borrower  shall have made payment of all Obligations, (ii) all relevant preference or other disgorgement  periods relating to the receipt of such payments have passed, and (iii) no Letters of Credit,  Revolving Credit Commitments, Loans, Swingline Loans or other Obligations remain outstanding  hereunder, then the Administrative Agent shall repay to the Borrower any remaining amounts held  in the Account.   Section 8.5. Application of Payments.  Anything contained herein to the contrary  notwithstanding (including, without limitation, Section 1.9(b) hereof), all payments and  collections received in respect of the Obligations by the Administrative Agent or any of the  Lenders after acceleration or the final maturity of the Obligations or termination of the Revolving  Credit Commitments as a result of an Event of Default shall be remitted to the Administrative  Agent and distributed as follows:   (a) first, to the payment of any outstanding costs and expenses incurred by the  Administrative Agent in protecting, preserving or enforcing rights under the Credit  Documents, and in any event including all costs and expenses of a character which the  Borrower has agreed to pay the Administrative Agent under Section 8.7 hereof (such funds  to be retained by the Administrative Agent for its own account unless it has previously  been reimbursed for such costs and expenses by the Lenders, in which event such amounts  shall be remitted to the Lenders to reimburse them for payments theretofore made to the  Administrative Agent);   (b) second, to the payment of any outstanding costs and expenses incurred by  any Lender that the Borrower has agreed to pay under Section 8.7 hereof;   (c) third, to the payment of the Swingline Loans, both for principal and accrued  but unpaid interest;  





 






  -91-   (d) fourth, to the payment of any outstanding interest and fees due under the  Credit Documents to be allocated pro rata in accordance with the aggregate unpaid  amounts owing to each holder thereof;   (e) fifth, to the payment of principal on the Loans (other than Swingline  Loans), unpaid Reimbursement Obligations, together with amounts to be held by the  Administrative Agent as collateral security for any outstanding L/C Obligations pursuant  to Section 8.4 hereof (until the Administrative Agent is holding an amount of cash equal to  the then outstanding amount of all such L/C Obligations), any Bank Product Obligations,  and any Swap Obligations the aggregate amount paid to, or held as collateral security for,  the Lenders and L/C Issuer and, in the case of Bank Product Obligations and Swap  Obligations, their Affiliates to be allocated pro rata in accordance with the aggregate  unpaid amounts owing to each holder thereof;    (f) sixth, to the payment of all other unpaid Obligations to be allocated pro rata  in accordance with the aggregate unpaid amounts owing to each holder thereof; and   (g) finally, to the Borrower or whoever else may be lawfully entitled thereto.   Section 8.6. Notice of Default.  The Administrative Agent shall give notice to the  Borrower under Section 8.1(c) hereof promptly upon being requested to do so by any Lender and  shall thereupon notify all the Lenders thereof.   Section 8.7. Expenses.  The Borrower agrees to pay to the Administrative Agent, each  L/C Issuer and each Lender, and any other holder of any Obligation outstanding hereunder, all  expenses reasonably incurred or paid by the Administrative Agent, such L/C Issuer and such  Lender or any such holder, including reasonable attorneys’ fees and court costs, in connection with  any Default or Event of Default by the Borrower hereunder or in connection with the enforcement  of any of the Credit Documents (including all such costs and expenses incurred in connection with  any proceeding under the United States Bankruptcy Code involving the Parent or any of its  Subsidiary as a debtor thereunder).  SECTION 9. CHANGE IN CIRCUMSTANCES.   Section 9.1. Change of Law.  (a) Notwithstanding any other provisions of this Agreement  or any other Credit Document, if at any time any Change in Law makes it unlawful for any Lender  to make or continue to maintain Eurocurrency Loans or to perform its obligations as contemplated  hereby, such Lender shall promptly give notice thereof to the Borrower and such Lender’s  obligations to make or maintain Eurocurrency Loans under this Agreement shall terminate until it  is no longer unlawful for such Lender to make or maintain Eurocurrency Loans.  The Borrower  shall prepay on demand the outstanding principal amount of any such affected Eurocurrency  Loans, together with all interest accrued thereon at a rate per annum equal to the interest rate  applicable to such Loan; provided, however, subject to all of the terms and conditions of this  Agreement, the Borrower may then elect to borrow the principal amount of the affected  Eurocurrency Loans from such Lender by means of Domestic Rate Loans from such Lender,  which Domestic Rate Loans shall not be made ratably by the Lenders but only from such affected  





 






  -92-  Lender.   (b) If, in any applicable jurisdiction, the Administrative Agent, any L/C Issuer or any  Lender determines that any law has made it unlawful, or that any Governmental Authority has  asserted that it is unlawful, for the Administrative Agent, any L/C Issuer or any Lender to (i)  perform any of its obligations hereunder or under any other Credit Document, (ii) to fund or  maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with  respect to any Obligations of the Borrower  or any Guarantor who is organized under the laws of a  jurisdiction other than the United States, a State thereof or the District of Columbia such Person  shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the  Borrower and Parent, and until such notice by such Person is revoked, any obligation of such  Person to issue, make, maintain, fund or charge interest with respect to any such Obligation shall  be suspended, and to the extent required by applicable law, cancelled.  Upon receipt of such notice,  the Borrower and Guarantors shall, (A) repay that Person's participation in the Loans or other  applicable Obligations on the last day of the Interest Period for each Loan or other Obligation  occurring after the Administrative Agent has notified the Borrower or, if earlier, the date specified  by such Person in the notice delivered to the Administrative Agent (being no earlier than the last  day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions  requested by such Person to mitigate or avoid such illegality.   Section 9.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,  LIBOR.  (a) IfSubject to Section 9.6, if on or prior to the first day of any Interest Period for any  Borrowing of Eurocurrency Loans:   (i) the Administrative Agent determines that deposits in U.S. Dollars or the  applicable Alternative Currency (in the applicable amounts) are not being offered to it in  the eurocurrency interbank market for such Interest Period, or that by reason of  circumstances affecting the interbank eurocurrency market adequate and reasonable means  do not exist for ascertaining the applicable LIBOR, or   (ii) the Required Lenders reasonably determine and so advise the  Administrative Agent that (i) LIBOR as reasonably determined by the Administrative  Agent will not adequately and fairly reflect the cost to such Lenders of funding their  Eurocurrency Loans for such Interest Period or (ii) that the making or funding of  Eurocurrency Loans becomes impracticable (other than due to a Benchmark Transition  Event or Early Opt-In Election),   then the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders,  whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise  to such suspension no longer exist, the obligations of the Lenders to make Eurocurrency Loans in  the currency so affected shall be suspended; provided that such suspension shall have no effect on  any Eurocurrency Loan then outstanding.    (b) (i) Notwithstanding anything to the contrary in this Agreement or any other  Credit Documents, if the Administrative Agent determines (which determination shall be  conclusive absent manifest error), or the Borrower or Required Lenders notify the  





 






  -93-  Administrative Agent that the Borrower or Required Lenders (as applicable) have  determined, that:   (A) adequate and reasonable means do not exist for ascertaining LIBOR  in a relevant currency for any requested Interest Period, including because the  LIBOR Index Rate for such currency is not available or published on a current basis  and such circumstances are unlikely to be temporary; or    (B) the administrator of the LIBOR Index Rate or a Governmental  Authority having jurisdiction over the Administrative Agent has made a public  statement identifying a specific date after which LIBOR or the LIBOR Index Rate  shall no longer be made available, or used for determining the interest rate of loans  (such specific date, the “Scheduled Unavailability Date”), or   (C) syndicated loans currently being executed, or that include language  similar to that contained in this Section, are being executed or amended (as  applicable) to incorporate or adopt a new benchmark interest rate to replace  LIBOR,   then, reasonably promptly after such determination by the Administrative Agent or receipt by the  Administrative Agent of such notice from the Borrower or Required Lenders, the Administrative  Agent shall give notice thereof to the Borrower and the Lenders, as applicable.  Thereafter, the  Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an  alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if  any) incorporated therein) that gives due consideration to the then prevailing market convention  for determining a rate of interest for syndicated loans in the United States at such time (any such  proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate  Conforming Changes (as defined below) and any such amendment shall become effective at 5:00  p.m. (Chicago time) on the fifth Business Day after the Administrative Agent shall have posted  such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders  comprising the Required Lenders have delivered to the Administrative Agent written notice that  such Required Lenders do not accept such amendment.     (ii) If no LIBOR Successor Rate has been determined and the circumstances under clause  (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the  Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, (x) the  obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, (to the  extent of the affected Eurocurrency Loans or Interest Periods), and (y) the LIBOR Quoted Rate  component shall no longer be utilized in determining the Domestic Rate.  Upon receipt of such  notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or  continuation of Eurocurrency Loans (to the extent of the affected Eurocurrency Loans or Interest  Periods) or, failing that, will be deemed to have converted such request into a request for a  Borrowing of Domestic Rate Loans (subject to the foregoing clause (y)) in the amount specified  therein.   (iii) Notwithstanding anything else herein, any definition of LIBOR Successor  





 






  -94-  Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for  purposes of this Agreement.  As used above:   “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR  Successor Rate, any conforming changes to the definition of Domestic Rate, Interest Period,  timing and frequency of determining rates and making payments of interest and other  administrative matters as may be appropriate, in the reasonable discretion of the Administrative  Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration  thereof by the Administrative Agent in a manner substantially consistent with market practice (or,  if the Administrative Agent determines that adoption of any portion of such market practice is not  administratively feasible or that no market practice for the administration of such LIBOR  Successor Rate exists, in such other manner of administration as the Administrative Agent  reasonably determines in consultation with the Borrower).     Section 9.3. Increased Cost and Reduced Return.  (a) If any Change in Law:   (i) shall subject any Lender (or its Lending Office) or any L/C Issuer to any  tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of  Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its  obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein,  or shall change the basis of taxation of payments to any Lender (or its Lending Office) or  any L/C Issuer of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit,  or participations therein or any other amounts due under this Agreement in respect of its  Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement  Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of  Credit, or acquire participations therein (except for changes in the rate of tax on the overall  net income or profits of such Lender (or its Lending Office) or such L/C Issuer imposed by  the jurisdiction in which such Lender (or its Lending Office) or such L/C Issuer is  incorporated or in which such Lender’s or L/C Issuer’s principal executive office or  (Lending Office) is located); or   (ii) shall impose, modify or deem applicable any reserve, special deposit, or  similar requirement (including, without limitation, any such requirement imposed by the  Board of Governors of the Federal Reserve System, but excluding with respect to any  Eurocurrency Loans any such requirement included in an applicable Eurocurrency Reserve  Percentage) against assets of, deposits with or for the account of, or credit extended by, any  Lender (or its Lending Office) or any L/C Issuer or shall impose on any Lender (or its  Lending Office) or any L/C Issuer or on the interbank market any other condition affecting  its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof,  any Reimbursement Obligation owed to it, or its obligation to make Eurocurrency Loans,  to issue a Letter of Credit, or to participate therein;  and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office)  or such L/C Issuer of making or maintaining any Eurocurrency Loan, issuing or maintaining a  





 






  -95-  Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable  by such Lender (or its Lending Office) or such L/C Issuer under this Agreement or under its Notes  with respect thereto, by an amount deemed by such Lender or such L/C Issuer to be material, then,  within fifteen (15) days after demand by such Lender or such L/C Issuer (with a copy to the  Administrative Agent), the Borrower shall be obligated to pay to such Lender or such L/C Issuer  such additional amount or amounts as will compensate such Lender or such L/C Issuer for such  increased cost or reduction; provided, however, that such Lender or such L/C Issuer shall promptly  notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall  be obligated to pay only such compensation which is incurred or which arises after the date ninety  (90) days prior to the date such notice is given; provided further that, if such event giving rise to  such increased costs or reductions is retroactive, then the 90-day period referred to above shall be  extended to include the period of retroactive effect thereof, but not more than an additional 180  days and not for any period prior to the Effective Date.  In the event any law, rule, regulation or  interpretation described above is revoked, declared invalid or inapplicable or is otherwise  rescinded, and as a result thereof a Lender or an L/C Issuer is determined to be entitled to a refund  from the applicable authority for any amount or amounts which were paid or reimbursed by the  Borrower to such Lender or such L/C Issuer hereunder, such Lender or such L/C Issuer shall  refund such amount or amounts to the Borrower without interest.   (b) If any Lender, any L/C Issuer, or the Administrative Agent shall have determined  that any Change in Law affecting such Lender or such L/C Issuer or any lending office of such  Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or  liquidity requirements, has had the effect of reducing the rate of return on such Lender’s or such  L/C Issuer’s or such corporation’s capital as a consequence of its obligations hereunder to a level  below that which such Lender or such L/C Issuer or such corporation could have achieved but for  such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s or such  corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such  Lender or such L/C Issuer or such corporation to be material, then from time to time, within 15  days after demand by such Lender or such L/C Issuer (with a copy to the Administrative Agent),  the Borrower shall pay to such Lender or such L/C Issuer, as applicable, such additional amount or  amounts as will compensate such Lender or such L/C Issuer or such corporation for such  reduction; provided, however, that such Lender or such L/C Issuer shall promptly notify the  Borrower of an event which might cause it to seek compensation, and the Borrower shall be  obligated to pay only such compensation which is incurred or which arises after the date ninety  (90) days prior to the date such notice is given; provided further that if such event giving rise to  such reduced return is retroactive then the 90-day period referred to above shall be extended to  include the period of retroactive effect thereof, but not more than an additional 180 days and not  for any period prior to the Effective Date.   (c) Each Lender or each L/C Issuer that determines to seek compensation under this  Section 9.3 shall notify the Borrower and the Administrative Agent of the circumstances that  entitle the Lender or the L/C Issuer to such compensation pursuant to this Section 9.3 and will  designate a different Lending Office if such designation will avoid the need for, or reduce the  amount of, such compensation and will not, in the reasonable judgment of such Lender or such L/C  Issuer, be otherwise disadvantageous to such Lender or such L/C Issuer.  A certificate of any  Lender or any L/C Issuer claiming compensation under this Section 9.3 and setting forth the  





 






  -96-  additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of  manifest error.  In determining such amount, such Lender or such L/C Issuer may use any  reasonable averaging and attribution methods.   Section 9.4. Lending Offices.  Each Lender may, at its option, elect to make its Loans  hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each  a “Lending Office”) for each type of Loan or Swingline Loans available hereunder or at such other  of its branches, offices or affiliates as it may from time to time elect and  designate in a written  notice to the Borrower and the Administrative Agent.   Section 9.5. Discretion of Lender as to Manner of Funding.  Notwithstanding any other  provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or  any part of its Loans or Swingline Loans in any manner it sees fit, it being understood, however,  that for the purposes of this Agreement all determinations hereunder shall be made as if each  Lender had actually funded and maintained each Eurocurrency Loan through the purchase of  deposits of U.S. Dollars or the applicable Alternative Currency in the eurocurrency interbank  market having a maturity corresponding to such Loan’s Interest Period and bearing an interest rate  equal to LIBOR for such Interest Period.   Section 9.6. Effect of Benchmark Transition Event.  .  (a) Notwithstanding anything to the  contrary herein or in any other Credit Document, if a Benchmark Transition Event or an Early  Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to  the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a  Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of  “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark  Replacement will replace such Benchmark for all purposes hereunder and under any Credit  Document in respect of such Benchmark setting and subsequent Benchmark settings without any  amendment to, or further action or consent of any other party to, this Agreement or any other  Credit Document and (y) if a Benchmark Replacement is determined in accordance with clause (3)  of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such  Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any  Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (Chicago time) on the  5th Business Day after the date notice of such Benchmark Replacement is provided to the Lenders  without any amendment to, or further action or consent of any other party to, this Agreement or  any other Credit Document so long as the Administrative Agent has not received, by such time,  written notice of objection to such Benchmark Replacement from Lenders comprising the  Required Lenders.   (b) Notwithstanding anything to the contrary herein or in any other Credit Document and  subject to the proviso below in this paragraph, solely with respect to Loans in U.S. Dollars, if a  Term SOFR Event and its related Benchmark Replacement Date have occurred prior to the  Reference Time in respect of any setting of the then-current Benchmark, then the applicable  Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or  under any Credit Document in respect of such Benchmark setting and subsequent Benchmark  settings, without any amendment to, or further action or consent of any other party to, this  Agreement or any other Credit Document; provided that, this clause (b) shall not be effective  





 






  -97-  unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR  Notice.   (c) In connection with the implementation of a Benchmark Replacement, the  Administrative Agent will have the right to make Benchmark Replacement Conforming Changes  from time to time and, notwithstanding anything to the contrary herein or in any other Credit  Document, any amendments implementing such Benchmark Replacement Conforming Changes  will become effective without any further action or consent of any other party to this Agreement or  any other Credit Document.   (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i)  any occurrence of a Benchmark Transition Event, Term SOFR Event or Early Opt-in Election, as  applicable, and its related Benchmark Replacement Date, (ii) the implementation of any  Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming  Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e)  below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any  determination, decision or election that may be made by the Administrative Agent or, if applicable,  any Lender (or group of Lenders) pursuant to this Section 9.6, including any determination with  respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,  circumstance or date and any decision to take or refrain from taking any action or any selection,  will be conclusive and binding absent manifest error and may be made in its or their sole discretion  and without consent from any other party to this Agreement or any other Credit Document, except,  in each case, as expressly required pursuant to this Section 9.6.   (e) Notwithstanding anything to the contrary herein or in any other Credit Document, at  any time (including in connection with the implementation of a Benchmark Replacement), (i) if  the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any  tenor for such Benchmark is not displayed on a screen or other information service that publishes  such rate from time to time as selected by the Administrative Agent in its reasonable discretion or  (B) the regulatory supervisor for the administrator of such Benchmark has provided a public  statement or publication of information announcing that any tenor for such Benchmark is or will  be no longer representative, then the Administrative Agent may modify the definition of “Interest  Period” for any Benchmark settings at or after such time to remove such unavailable or  non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A)  is subsequently displayed on a screen or information service for a Benchmark (including a  Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will  no longer be representative for a Benchmark (including a Benchmark Replacement), then the  Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at  or after such time to reinstate such previously removed tenor.   (f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark  Unavailability Period for (i) U.S. Dollars, the Borrower may revoke any request for a borrowing  of, conversion to or continuation of U.S. Dollar Eurocurrency Loans to be made, converted or  continued during any such Benchmark Unavailability Period and, failing that, the Borrower will be  deemed to have converted any such request into a request for a Borrowing of or conversion to  Domestic Rate Loans and (ii) any Agreed Currency other than U.S. Dollars, the obligation of the  





 






  -98-  Lenders to make or maintain Loans in such Agreed Currency shall be suspended (and the  Borrower may revoke any request for a Borrowing of, conversion to or continuation of Loans to be  made in such Agreed Currency during the Benchmark Unavailability Period). During any  Benchmark Unavailability Period for U.S. Dollars or at any time that a tenor for the then-current  Benchmark for U.S. Dollars is not an Available Tenor, the component of Domestic Rate based  upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be  used in any determination of Domestic Rate. Furthermore, if any Eurocurrency Loan in any  Agreed Currency (other than U.S. Dollars) is outstanding on the date of the Borrower’s receipt of  notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant  Rate applicable to such Eurocurrency Loan, then such Loan shall, on the last day of the Interest  Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business  Day), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or  (B) be converted by the Administrative Agent to, and shall constitute, a Domestic Rate Loan  denominated in U.S. Dollars (in an amount equal to the U.S. Dollar Equivalent of such Agreed  Currency) on such day (it being understood and agreed that if the applicable Borrower does not so  prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to  effect such conversion of such Eurocurrency Loan into a Domestic Rate Loan denominated in U.S.  Dollars.    SECTION 10. THE ADMINISTRATIVE AGENT.   Section 10.1. Appointment and Authorization of Administrative Agent.  Each Lender  hereby appoints Bank of Montreal as the Administrative Agent under the Credit Documents and  hereby authorizes the Administrative Agent to take such action as Administrative Agent on its  behalf and to exercise such powers under the Credit Documents as are delegated to the  Administrative Agent by the terms thereof, together with such powers as are reasonably incidental  thereto.  The provisions of this Section 10 are (other than provisions of this Section 10 that  expressly require the consent of the Borrower) solely for the benefit of the Administrative Agent,  the Lenders and the L/C Issuers, and neither the Borrower nor any Guarantor shall have rights as a  third-party beneficiary of any of such provisions.  It is understood and agreed that the use of the  term “agent” herein or in any other Credit Documents (or any other similar term) with reference to  the Administrative Agent is not intended to connote any fiduciary or other implied (or express)  obligations arising under agency doctrine of any applicable law.  Instead such term is used as a  matter of market custom, and is intended to create or reflect only an administrative relationship  between contracting parties.   Section 10.2. Administrative Agent and its Affiliates.  The Person serving as the  Administrative Agent shall have the same rights and powers under this Agreement and the other  Credit Documents as any other Lender and may exercise or refrain from exercising such rights and  power as though it were not the Administrative Agent, and the Person serving as the  Administrative Agent and its affiliates may accept deposits from, lend money to, and generally  engage in any kind of business with the Borrower or any Affiliate of the Borrower as if it were not  the Administrative Agent under the Credit Documents.  The term “Lender” as used herein and in  all other Credit Documents, unless the context otherwise clearly requires, includes the Person  





 






  -99-  serving as the Administrative Agent in its individual capacity as a Lender.  References in Section 1  hereof to the Administrative Agent’s Loans, or to the amount owing to the Person serving as the  Administrative Agent for which an interest rate is being determined, refer to the Person serving as  the Administrative Agent in its individual capacity as a Lender.   Section 10.3. Action by Administrative Agent.  If the Administrative Agent receives from  the Parent a written notice of an Event of Default pursuant to Section 7.6(c) hereof or a Net Cash  Flow Leverage Ratio Increase election pursuant to Section 7.15 hereof, the Administrative Agent  shall promptly give each of the Lenders written notice thereof.  The obligations of the  Administrative Agent under the Credit Documents are only those expressly set forth therein.   Without limiting the generality of the foregoing, the Administrative Agent shall not be required to  take any action hereunder with respect to any Default or Event of Default, except as expressly  provided in Sections 8.2 and 8.6 hereof.  In no event, however, shall the Administrative Agent be  required to take any action in violation of applicable law or of any provision of any Credit  Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to  act hereunder or under any other Credit Document unless it shall be first indemnified to its  reasonable satisfaction by the Lenders against any and all costs, expense, and liability which may  be incurred by it by reason of taking or continuing to take any such action.  The Administrative  Agent shall be entitled to assume that no Default or Event of Default exists unless notified to the  contrary by a Lender, the Parent or the Borrower.  In all cases in which this Agreement and the  other Credit Documents do not require the Administrative Agent to take certain actions, the  Administrative Agent shall be fully justified in using its discretion in failing to take or in taking  any action hereunder and thereunder.  Any instructions of the Required Lenders, or of any other  group of Lenders called for under the specific provisions of the Credit Documents, in each case,  shall be binding upon all the Lenders and the holders of the Obligations.   Section 10.4. Consultation with Experts.  The Administrative Agent may consult with legal  counsel, independent public accountants and other experts selected by it and shall not be liable for  any action taken or omitted to be taken by it in good faith in accordance with the advice of such  counsel, accountants or experts.   Section 10.5. Liability of Administrative Agent; Credit Decision.  Neither the  Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any  action taken or not taken by it in connection with the Credit Documents (i) with the consent or at  the request of the Required Lenders or all of the Lenders, as applicable, or (ii) in the absence of its  own gross negligence or willful misconduct.  Neither the Administrative Agent nor any of its  directors, officers, agents or employees shall be responsible for or have any duty to ascertain,  inquire into or verify (i) any statement, warranty or representation made in connection with this  Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of  any of the covenants or agreements of the Borrower or any Guarantor contained herein or in any  other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except  receipt of items required to be delivered to the Administrative Agent; or (iv) the validity,  effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of  any other Credit Document or of any other documents or writing furnished in connection with any  Credit Document; and the Administrative Agent makes no representation of any kind or character  with respect to any such matter mentioned in this sentence.  The Administrative Agent may  





 






  -100-  execute any of its duties under any of the Credit Documents by or through employees, agents, and  attorneys-in-fact and shall not be answerable to the Lenders, the L/C Issuers, the Borrower, or any  Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact  selected with reasonable care.  The Administrative Agent shall not incur any liability by acting in  reliance upon any notice, consent, certificate, other document or statement (whether written or  oral) reasonably believed by it to be genuine or to be sent by the proper party or parties.  In  particular and without limiting any of the foregoing, the Administrative Agent shall have no  responsibility for confirming the accuracy of any Compliance Certificate or other document or  instrument received by it under the Credit Documents.  The Administrative Agent may treat the  payee of any Obligation as the holder thereof until written notice of transfer shall have been filed  with the Administrative Agent signed by such payee in form satisfactory to the Administrative  Agent.  Each Lender and each L/C Issuer acknowledges that it has independently and without  reliance on the Administrative Agent or any other Lender or any L/C Issuer, and based upon such  information, investigations and inquiries as it deems appropriate, made its own credit analysis and  decision to extend credit to the Borrower in the manner set forth in the Credit Documents.  It shall  be the responsibility of each Lender and each L/C Issuer to keep itself informed as to the  creditworthiness of the Borrower and the Guarantors, and the Administrative Agent shall have no  liability to any Lender or the L/C Issuer with respect thereto.   Section 10.6. Indemnity.  The Lenders shall ratably, in accordance with their respective  Percentages, indemnify and hold the Administrative Agent, and its directors, officers, employees,  agents and representatives harmless from and against any liabilities, losses, costs or expenses  suffered or incurred by it under any Credit Document or in connection with the transactions  contemplated thereby, regardless of when asserted or arising, except to the extent they are  promptly reimbursed for the same by the Borrower and except to the extent that any event giving  rise to a claim was caused by the gross negligence or willful misconduct of the party seeking to be  indemnified.  The obligations of the Lenders under this Section 10.6 shall survive termination of  this Agreement.  The Administrative Agent shall be entitled to offset amounts received for the  account of a Lender under this Agreement against unpaid amounts due from such Lender to the  Administrative Agent, any L/C Issuer or Swingline Lender hereunder (whether as fundings of  participations, indemnities or otherwise), but shall not be entitled to offset against amounts owed  to the Administrative Agent, any L/C Issuer or Swingline Lender by any Lender arising outside of  this Agreement and the other Credit Documents.   Section 10.7. Resignation of Administrative Agent and Successor Administrative Agent.   (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C  Issuers and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders  shall have the right, with the consent of the Borrower, to appoint a successor, which shall be a bank  with an office in the United States of America, or an Affiliate of any such bank with an office in the  United States of America; provided that the Borrower’s consent shall not be required upon the  occurrence and during the continuance of an Event of Default.  If no such successor shall have  been so appointed by the Required Lenders and shall have accepted such appointment within thirty  (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day  as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring  Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C  Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above.   





 






  -101-  Whether or not a successor has been appointed, such resignation shall become effective in  accordance with such notice on the Resignation Effective Date.   (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to  clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by  applicable law, by notice in writing to the Borrower and such Person remove such Person as  Administrative Agent and, in consultation with the Borrower, appoint a successor.  If no such  successor shall have been so appointed by the Required Lenders and shall have accepted such  appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the  “Removal Effective Date”), then such removal shall nonetheless become effective in accordance  with such notice on the Removal Effective Date.   (c) With effect from the Resignation Effective Date, (i) the retiring or removed  Administrative Agent shall be discharged from its duties and obligations hereunder and under the  other Credit Documents, and (ii) except for any indemnity payments owed to the retiring or  removed Administrative Agent, all payments, communications and determinations provided to be  made by, to or through the Administrative Agent shall instead be made by or to each Lender and  L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor  Administrative Agent as provided for above.  Upon the acceptance of a successor’s appointment as  Administrative Agent hereunder, such successor shall succeed to and become vested with all of the  rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to  indemnity payments or other amounts owed to the retiring or removed Administrative Agent), and  the retiring or removed Administrative Agent shall be discharged from all of its duties and  obligations hereunder or under the other Credit Documents.  The fees payable by the Borrower to a  successor Administrative Agent shall be the same as those payable to its predecessor unless  otherwise agreed between the Borrower and such successor.  After the retiring or removed  Administrative Agent’s resignation hereunder and under the other Credit Documents, the  provisions of this Section 10 and Section 12.15 hereof shall continue in effect for the benefit of  such retiring or removed Administrative Agent, its sub-agents and their respective related parties  in respect of any actions taken or omitted to be taken by any of them while the retiring  or removed  Administrative Agent was acting as Administrative Agent.   Section 10.8. L/C Issuers and Swingline Lender.  Each L/C Issuer shall act on behalf of the  Lenders with respect to any Letters of Credit issued by it and the documents associated therewith,  and the Swingline Lender shall act on behalf of the Lenders with respect to the Swingline Loans  made hereunder.  Each L/C Issuer and the Swingline Lender shall each have all of the benefits and  immunities (i) provided to the Administrative Agent in this Section 10 with respect to any acts  taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or  proposed to be issued by it and the Applications pertaining to such Letters of Credit or by the  Swingline Lender in connection with Swingline Loans made or to be made hereunder as fully as if  the term “Administrative Agent”, as used in this Section 10, included the L/C Issuers and the  Swingline Lender with respect to such acts or omissions and (ii) as additionally provided in this  Agreement with respect to such L/C Issuer or the Swingline Lender, as applicable; provided that  with respect to such unpaid amounts owed to any L/C Issuer or Swingline Lender solely in its  capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such  unpaid amounts, such payment to be made severally among them based on such Lenders’ Revolver  





 






  -102-  Percentage (determined as of the time that the applicable unreimbursed expense or indemnity  payment is sought based on each such Lender’s share of the Revolving Credit Exposure at such  time).  Any resignation by the Person then acting as Administrative Agent pursuant to Section  10.7 hereof shall also constitute its resignation or the resignation of its Affiliate as an L/C Issuer  and Swingline Lender except as it may otherwise agree.  If such Person then acting as an L/C  Issuer so resigns, it shall retain all the rights, powers, privileges and duties of the L/C Issuer  hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation  as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the  Lenders to make Revolving Loans or fund risk participations in Reimbursement Obligations  pursuant to Section 1.3 hereof.  If such Person then acting as Swingline Lender resigns, it shall  retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline  Loans made by it and outstanding as of the effective date of such resignation, including the right to  require the Lenders to make Loans or fund risk participations in outstanding Swingline Loans  pursuant to Section 1.2(b) hereof.  Upon the appointment by the Borrower of a successor L/C  Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a  Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights,  powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable (other  than any rights to indemnity payments or other amounts that remain owing to the retiring L/C  Issuer or Swingline Lender), and (ii) the retiring L/C Issuer and Swingline Lender shall be  discharged from all of their respective duties and obligations hereunder or under the other Credit  Documents other than with respect to its outstanding Letters of Credit and Swingline Loans, and  (iii) upon the request of the resigning L/C Issuer, the successor L/C Issuer shall issue letters of  credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or  make other arrangements satisfactory to the resigning L/C Issuer to effectively assume the  obligations of the resigning L/C Issuer with respect to such Letters of Credit.   Section 10.9. Authorization to Release Guaranties.  The Administrative Agent is hereby  irrevocably authorized by each of the Lenders, each L/C Issuer, and their Affiliates to release any  Subsidiary from its obligations as a Guarantor, and shall release such Subsidiary from such  obligations, if such Person ceases to be a Subsidiary as a result of a transaction permitted under the  Credit Documents.  Upon the Administrative Agent’s request, the Required Lenders will confirm  in writing the Administrative Agent’s authority to release any Person from its obligations as a  Guarantor under the Credit Documents. The Administrative Agent shall, at the expense of  Borrower, promptly execute such documentation as Borrower or any Guarantor shall reasonably  request to evidence the automatic release of any Subsidiary from its obligations as a Guarantor  pursuant to Section 11.19.   Section 10.10. Authorization of Administrative Agent to File Proofs of Claim  In case of the  pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative  to the Borrower or any Guarantor, the Administrative Agent (irrespective of whether the principal  of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration  or otherwise and irrespective of whether the Administrative Agent shall have made any demand on  the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:  





 






  -103-   (a) to file and prove a claim for the whole amount of the principal and interest  owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that  are owing and unpaid and to file such other documents as may be necessary or advisable in  order to have the claims of Lenders, the L/C Issuers and the Administrative Agent  (including any claim for the reasonable compensation, expenses, disbursements and  advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective  agents and counsel and all other amounts due the Lenders, the L/C Issuers and the  Administrative Agent under the Credit Documents including, but not limited to, Sections  2.1, 9.3, 1.12, and 12.15) allowed in such judicial proceeding; and   (b) to collect and receive any monies or other property payable or deliverable  on any such claims and to distribute the same;  and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in  any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make  such payments to the Administrative Agent and, in the event that the Administrative Agent shall  consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the  Administrative Agent any amount due for the reasonable compensation, expenses, disbursements  and advances of the Administrative Agent and its agents and counsel, and any other amounts due  the Administrative Agent under Sections 2.1 and 12.15.  Nothing contained herein shall be deemed  to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any  Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition  affecting the Obligations or the rights of any Lender or L/C Issuer or to authorize the  Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such  proceeding.   Section 10.11. Designation of Additional Agents.  The Administrative Agent shall have the  continuing right, for purposes hereof, at any time and from time to time to designate one or more of  the Lenders  (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book  runners,” “lead arrangers,” “arrangers,” “sustainability coordinators,” or other designations for  purposes hereto, but such designation shall have no substantive effect, and such Lenders and their  Affiliates shall have no additional powers, duties or, responsibilities or liabilities as a result  thereof., but all such Persons shall have the benefit of the indemnities provided herein   Section 10.12. Certain ERISA Matters.  (a) Each Lender (x) represents and warrants, as of  the date such Person became a Lender party hereto, to, and (y) covenants, from the date such  Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,  for the benefit of, the Administrative Agent and any of its Affiliates, and not, for the avoidance of  doubt, to or for the benefit of the Borrower or any Guarantor, that at least one of the following is  and will be true:   (i) such Lender is not using “plan assets” (within the meaning of 29 CFR  §2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in  connection with the Loans or the Revolving Credit Commitments,   (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14  





 






  -104-  (a class exemption for certain transactions determined by independent qualified  professional asset managers), PTE 95-60 (a class exemption for certain transactions  involving insurance company general accounts), PTE 90-1 (a class exemption for certain  transactions involving insurance company pooled separate accounts), PTE 91-38 (a class  exemption for certain transactions involving bank collective investment funds) or PTE  96-23 (a class exemption for certain transactions determined by in-house asset managers),  is applicable with respect to such Lender’s entrance into, participation in, administration of  and performance of the Loans, the Revolving Credit Commitments, commitment to  advance any New Term Loan, and this Agreement,   (iii) (A) such Lender is an investment fund managed by a “Qualified  Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such  Qualified Professional Asset Manager made the investment decision on behalf of such  Lender to enter into, participate in, administer and perform the Loans, Revolving Credit  Commitments, commitment to advance any New Term Loan, and this Agreement, (C) the  entrance into, participation in, administration of and performance of the Loans, the  Revolving Credit Commitments, commitment to advance any New Term Loan, and this  Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14  and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I  of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,  administration of and performance of the Loans, the Revolving Credit Commitments,  commitment to advance any New Term Loan, and this Agreement, or   (iv) such other representation, warranty and covenant as may be agreed in  writing between the Agent, in its sole discretion, and such Lender.   (b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with  respect to a Lender or such Lender has not provided another representation, warranty and covenant  as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x)  represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)  covenants, from the date such Person became a Lender party hereto to the date such Person ceases  being a Lender party hereto, for the benefit of, the Administrative Agent and any of its Affiliates,  and not, for the avoidance of doubt, to or for the benefit of the Borrower, that:   (i)  none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets  of such Lender involved in such Lender’s entrance into, participation in, administration of and  performance of the Loans, the Letters of Credit, the Revolving Credit Commitments and this  Agreement (including in connection with the reservation or exercise of any rights by the  Administrative Agent under this Agreement, any Credit Document or any documents related  hereto or thereto),   (ii) the Person making the investment decision on behalf of such Lender with  respect to the entrance into, participation in, administration of and performance of the  Loans, the Revolving Credit Commitments, commitment to advance any New Term Loan,  and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a  bank, an insurance carrier, an investment adviser, a broker-dealer or other Person that  





 






  -105-  holds, or has under management or control, total assets of at least $50 million, in each case  as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),   (iii) the Person making the investment decision on behalf of such Lender with respect to  the entrance into, participation in, administration of and performance of the Loans, the Revolving  Credit Commitments, commitment to advance any New Term Loan, and this Agreement is capable  of evaluating investment risks independently, both in general and with regard to particular  transactions and investment strategies (including in respect of the obligations),   (iv) the Person making the investment decision on behalf of such Lender with respect to  the entrance into, participation in, administration of and performance of the Loans, the Revolving  Credit Commitments, commitment to advance any New Term Loan, and this Agreement is a  fiduciary under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the  Revolving Credit Commitments, commitment to advance any New Term Loan, and this  Agreement and is responsible for exercising independent judgment in evaluating the transactions  hereunder, and   (v) no fee or other compensation is being paid directly to the Administrative Agent, any  Joint Lead Arranger or the Book Runner listed on the cover page hereof, or any of their respective  Affiliates for investment advice (as opposed to other services) in connection with the Loans, the  Revolving Credit Commitments, commitment to advance any New Term Loan, or this Agreement.   (c) The Administrative Agent hereby informs the Lenders that it is not undertaking to  provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with  the transactions contemplated hereby, and that it has a financial interest in the transactions  contemplated hereby in that it or an Affiliate thereof (i) may receive interest or other payments  with respect to the Loans, the Revolving Credit Commitments, commitment to advance any New  Term Loan, and this Agreement, (ii) may recognize a gain if it extended the Loans, the Revolving  Credit Commitments, or commitment to advance any New Term Loan for an amount less than the  amount being paid for an interest in the Loans, the Revolving Credit Commitments, or  commitment to advance any New Term Loan by such Lender or (iii) may receive fees or other  payments in connection with the transactions contemplated hereby, the Credit Documents or  otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront  fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,  utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate  transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees,  breakage or other early termination fees or fees similar to the foregoing.   Section 10.13. Swap Obligations and Bank Product Obligations Arrangements.  By virtue  of a Lender’s execution of this Agreement or an assignment agreement pursuant to Section 12.12,  as the case may be, any Affiliate of such Lender with whom Borrower or any Guarantor has  entered into an agreement creating any Swap Obligations or Bank Product Obligations shall be  deemed a Lender party hereto for purposes of any reference in a Credit Document to the parties for  whom Administrative Agent is acting, it being understood and agreed that the rights and benefits  of such Affiliate under the Credit Documents consist exclusively of such Affiliate’s right to share  in payments and collections out of the the Guaranties as more fully set forth in Section 8.5.   





 






  -106-  Without limiting the generality of the foregoing, (i) each such Lender Affiliate shall, for the  avoidance of doubt, be deemed to have agreed to the provisions of Section 10.14 and (ii) no such  Lender Affiliate shall have any right to notice of any action or to consent to, direct or object to any  action hereunder or under any other Credit Document.  Notwithstanding any other provision of this  Section 10 to the contrary, the Administrative Agent shall not be required to verify the payment of,  or that other satisfactory arrangements have been made with respect to Swap Obligations or Bank  Product Obligations unless the Administrative Agent has received written notice of such Swap  Obligations or Bank Product Obligations, together with such supporting documentation as the  Administrative Agent may request, from the applicable Lender or Lender Affiliate.   Section 10.14. Recovery of Erroneous Payments.  Notwithstanding anything to the contrary  in this Agreement, if at any time Administrative Agent determines (in its sole and absolute  discretion) that it has made a payment hereunder in error to any Lender, the Swingline Lender or  any L/C Issuer, whether or not in respect of an Obligation due and owing by Borrower at such  time, where such payment is a Rescindable Amount, then in any such event, each such Person  receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on  demand the Rescindable Amount received by such Person in immediately available funds in the  currency so received, with interest thereon, for each day from and including the date such  Rescindable Amount is received by it to but excluding the date of payment to Administrative  Agent, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in  accordance with banking industry rules on interbank compensation.  Each Lender, each L/C Issuer  and the Swingline Lender irrevocably waives any and all defenses, including any “discharge for  value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a  third party in respect of a debt owed by another), “good consideration”, “change of position” or  similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount.   Administrative Agent shall inform each Lender, L/C Issuer or the Swingline Lender that received a  Rescindable Amount promptly upon determining that any payment made to such Person  comprised, in whole or in part, a Rescindable Amount.  Each Person’s obligations, agreements and  waivers under this Section 10.14 shall survive the resignation or replacement of the Administrative  Agent, any transfer of rights or obligations by, or the replacement of, a Lender, an L/C Issuer or the  Swingline Lender, the termination of the Revolving Credit Commitments and/or the repayment,  satisfaction or discharge of all Obligations (or any portion thereof) under any Credit Document.  SECTION 11. THE GUARANTEES.   Section 11.1. The Guarantees.  To induce the Lenders and the L/C Issuers to provide the  credits described herein and in consideration of benefits expected to accrue to each Guarantor by  reason of the Revolving Credit Commitments and for other good and valuable consideration,  receipt of which is hereby acknowledged, each Guarantor hereby unconditionally and irrevocably  guarantees jointly and severally to the Administrative Agent, the Lenders, the Swingline Lender,  the L/C Issuers, and each other holder of an Obligation, the due and punctual payment of all  present and future Obligations including, but not limited to, the due and punctual payment of  principal of and interest on the Loans, Swingline Loans and Reimbursement Obligations and the  due and punctual payment of all other Obligations now or hereafter owed by the Borrower under  the Credit Documents and, in the case of the US Guarantors only, the due and punctual payment of  all Swap Obligations and Bank Product Obligations, in each case as and when the same shall  





 






  -107-  become due and payable, whether at stated maturity, by acceleration or otherwise, according to the  terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order  for relief against the Borrower, Parent  or such other obligor in a case under the United States  Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges  would be an allowed claim against the Borrower, Parent or any such other obligor in any such  proceeding); provided, however, that, with respect to any US Guarantor, Swap Obligations  guaranteed by such US Guarantor shall exclude all Excluded Swap Obligations.  In case of failure  by the Borrower or other obligor punctually to pay any indebtedness, liability, or other Obligations  guaranteed hereby, each Guarantor hereby unconditionally agrees jointly and severally to make  such payment or to cause such payment to be made punctually as and when the same shall become  due and payable, whether at stated maturity, by acceleration or otherwise, and as if such payment  were made by the Borrower, Parent or such other obligor.     Section 11.2. Guarantee Unconditional.  The obligations of each Guarantor as a guarantor  under this Section 11 shall constitute a guaranty of payment and not collection and shall be  unconditional and absolute and, without limiting the generality of the foregoing, shall not be  released, discharged or otherwise affected by:   (a) any extension, renewal, settlement, compromise, waiver or release in  respect of any obligation of the Borrower or of any other Guarantor under this Agreement,  any other Credit Document, any Bank Product Agreement, Hedge Agreement or by  operation of law or otherwise;   (b) any modification or amendment of or supplement to this Agreement, any  other Credit Document, any Bank Product Agreement or Hedge Agreement;   (c) any change in the corporate existence, structure or ownership of, or any  insolvency, bankruptcy, reorganization or other similar proceeding affecting, the  Borrower, any other Guarantor, or any of their respective assets, or any resulting release or  discharge of any obligation of the Borrower or of any other Guarantor contained in any  Credit Document;   (d) the existence of any claim, set-off or other rights which the Guarantor may  have at any time against the Administrative Agent, any Lender, any L/C Issuer or any other  Person, whether or not arising in connection herewith;   (e) any failure to assert, or any assertion of, any claim or demand or any  exercise of, or failure to exercise, any rights or remedies against the Borrower, any other  Guarantor or any other Person or Property;   (f) any application of any sums by whomsoever paid or howsoever realized to  any obligation of the Borrower, regardless of what obligations of the Borrower remain  unpaid;   (g) any invalidity or unenforceability relating to or against the Borrower or any  other Guarantor for any reason of this Agreement, any other Credit Document, any Bank  





 






  -108-  Product Agreement or any Hedge Agreement or any provision of applicable law or  regulation purporting to prohibit the payment by the Borrower or any other Guarantor of  the principal of or interest on any Loan, Swingline Loan, or any Reimbursement Obligation  or any other amount payable by it under the Credit Documents, any Bank Product  Agreement or any Hedge Agreement; or   (h) any other act or omission to act or delay of any kind by the Administrative  Agent, any Lender, any L/C Issuer, or any other Person or any other circumstance  whatsoever that might, but for the provisions of this paragraph, constitute a legal or  equitable discharge of the obligations of a Guarantor under this Section 11 or the Borrower  under this Agreement.   Section 11.3. Discharge Only Upon Payment in Full; Reinstatement in Certain  Circumstances.  Each Guarantor’s obligations under this Section 11 shall remain in full force and  effect until the Revolving Credit Commitments are terminated and the principal of and interest on  the Obligations and all other amounts payable by the Borrower under this Agreement and all other  Credit Documents shall have been paid in full or such Guarantor is released pursuant to Section  11.9.  If at any time any payment of the principal of or interest on any Obligation or any other  amount payable by the Borrower under the Credit Documents, any Bank Product Agreement, or  any Hedge Agreement is rescinded or must be otherwise restored or returned upon the insolvency,  bankruptcy or reorganization of the Borrower or of a Guarantor, or otherwise, each Guarantor’s  obligations under this Section 11 with respect to such payment shall be reinstated at such time as  though such payment had become due but had not been made at such time.   Section 11.4. Waivers.  (a)  General.  Each Guarantor irrevocably waives acceptance  hereof, presentment, demand, protest and any notice not provided for herein, as well as any  requirement that at any time any action be taken by the Administrative Agent, any Lender, any L/C  Issuer, or any other Person against the Borrower, another Guarantor or any other Person.   (b) Subrogation and Contribution.  Unless and until the Obligations have been fully paid  and satisfied and the Revolving Credit Commitments have terminated, each Guarantor hereby  irrevocably waives any claim or other right it may now or hereafter acquire against the Borrower  or any other Guarantor that arises from the existence, payment, performance or enforcement of  such Guarantor’s obligations under this Section 11 or any other Credit Document, including,  without limitation, any right of subrogation, reimbursement, exoneration, contribution,  indemnification, or any right to participate in any claim or remedy of the Administrative Agent,  any Lender, any L/C Issuer, or any other holder of an Obligation against the Borrower or any other  Guarantor whether or not such claim, remedy or right arises in equity or under contract, statute or  common law, including, without limitation, the right to take or receive from the Borrower or any  other Guarantor directly or indirectly, in cash or other property or by set-off or in any other  manner, payment or security on account of such claim or other right.  If any amount shall be paid to  a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment  in full of the Obligations and all other amounts payable by the Borrower hereunder and the other  Credit Documents and (y) the termination of the Revolving Credit Commitments and expiration of  all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent  and the Lenders and the L/C Issuers (and their Affiliates) and shall forthwith be paid to the  





 






  -109-  Administrative Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied  upon the Obligations, whether matured or unmatured, in accordance with the terms of this  Agreement.   Section 11.5. Limit on Recovery.  Notwithstanding any other provision hereof, the right to  recovery of the holders of the Obligations against each Guarantor under this Section 11 shall not  exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under  this Section 11 void or voidable under applicable law, including without limitation fraudulent  conveyance law.   Section 11.6. Stay of Acceleration.  If acceleration of the time for payment of any amount  payable by the Borrower or any other obligor under this Agreement, any other Credit Document,  any Bank Product Agreement, or any Hedge Agreement is stayed upon the insolvency, bankruptcy  or reorganization of the Borrower or such other obligor, all such amounts otherwise subject to  acceleration under the terms of this Agreement, the other Credit Documents, any Bank Product  Agreement, or any Hedge Agreement shall nonetheless be payable jointly and severally by the  Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of the  Required Lenders.   Section 11.7. Benefit to Guarantors.  The Borrower and the Guarantors are engaged in  related businesses and integrated to such an extent that the financial strength and flexibility of the  Borrower has a direct impact on the success of each Guarantor.  Each Guarantor will derive  substantial direct and indirect benefit from the extensions of credit hereunder.   Section 11.8. Guarantor Covenants.  Each Guarantor shall take such action as the  Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from  taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from  taking.   Section 11.9 Release of Guarantors.  Any Guarantor shall automatically, and without any  further action by any Person, be released from its obligations under this Section 11 if such  Guarantor ceases to be a Subsidiary as a result of a transaction or a series of transactions permitted  under this Agreement.  SECTION 12. MISCELLANEOUS.   Section 12.1. Taxes.  (a) Payments Free of Withholding Taxes.  Except as otherwise  required by law, each payment by the Borrower and each Guarantor under this Agreement or the  other Credit Documents shall be made without withholding for or on account of any present or  future taxes (other than overall net income taxes on the recipient and withholding under FATCA)  imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any  jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any  political subdivision or taxing authority thereof or therein.  If any such withholding is so required,  the Borrower or relevant Guarantor shall make the withholding, pay the amount withheld to the  appropriate Governmental Authority before penalties attach thereto or interest accrues thereon and  forthwith pay such additional amount as may be necessary to ensure that the net amount actually  





 






  -110-  received by each Lender and the Administrative Agent free and clear of such taxes (including such  taxes on such additional amount) is equal to the amount which that Lender or the Administrative  Agent (as the case may be) would have received had such withholding not been made.  If the  Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or  interest the Borrower shall reimburse the Administrative Agent or that Lender for that payment on  demand in the currency in which such payment was made.  If the Borrower or any Guarantor pays  any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or  certified copies thereof to the Lender or Administrative Agent on whose account such withholding  was made (with a copy to the Administrative Agent if not the recipient of the original) on or before  the thirtieth day after payment.  If any Lender or the Administrative Agent determines it has  received or been granted a credit against or relief or remission for, or repayment of, any taxes paid  or payable by it because of any taxes, penalties or interest paid by the Borrower or any Guarantor  and evidenced by such a tax receipt, such Lender or Administrative Agent shall, to the extent it can  do so without prejudice to the retention of the amount of such credit, relief, remission or  repayment, pay to the Borrower or such Guarantor as applicable, such amount as such Lender or  Administrative Agent determines is attributable to such deduction or withholding and which will  leave such Lender or Administrative Agent (after such payment) in no better or worse position  than it would have been in if the Borrower had not been required to make such deduction or  withholding.  Nothing in this Agreement shall interfere with the right of each Lender and the  Administrative Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any  Lender or the Administrative Agent to disclose any information relating to its tax affairs or any  computations in connection with  such taxes.   (b) Indemnity.  The Borrower shall indemnify each Lender and the Administrative Agent  for the full amount of taxes paid by such Lender or the Administrative Agent (as the case may be)  eligible for the additional payment under Section 12.1(a) or 12.4 and any liability (including  penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such  taxes were correctly or legally asserted.  Such indemnification shall be made within 30 days after  the date such Lender or the Administrative Agent (as the case may be) makes written demand  therefor.    (c) Delivery of Tax Forms.  Each Lender organized under the laws of a jurisdiction other  than the United States or any state thereof shall deliver to the Borrower, with a copy to the  Administrative Agent, on the Effective Date or concurrently with the delivery of the relevant  Assignment and Acceptance, as applicable, (i) two United States Internal Revenue Service Forms  W-8ECI or Forms W-8BEN-E, as applicable (or successor forms) properly completed and  certifying in each case that such Lender is entitled to a complete exemption from withholding or  deduction for or on account of any United States federal income taxes, and (ii) an Internal Revenue  Service Form W-8BEN-E or W-8ECI or successor applicable form, as the case may be, to  establish an exemption from United States backup withholding taxes.  Each such Lender further  agrees to deliver to the Borrower, with a copy to the Administrative Agent, a Form W-8BEN-E or  W-8ECI, or successor applicable forms or manner of certification, as the case may be, on or before  the date that any such form expires or becomes obsolete or after the occurrence of any event  requiring a change in the most recent form previously delivered by it to the Borrower, certifying in  the case of a Form W-8BEN-E or W-8ECI that such Lender is entitled to receive payments under  this Agreement without deduction or withholding of any United States federal income taxes  





 






  -111-  (unless in any such case an event (including any change in treaty, law or regulation) has occurred  prior to the date on which any such delivery would otherwise be required which renders such  forms inapplicable or the exemption to which such forms relate unavailable and such Lender  notifies the Borrower and the Administrative Agent that it is not entitled to receive payments  without deduction or withholding of United States federal income taxes) and, in the case of a Form  W-8BEN-E or W-8ECI, establishing an exemption from United States backup withholding tax.   (d) FATCA.  If a payment made to a Lender under this Agreement would be subject to  U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the  applicable reporting requirements of FATCA (including those contained in Section 1471(b) or  1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the  Administrative Agent at the time or times prescribed by law and at such time or times reasonably  requested by the Borrower or Administrative Agent such documentation prescribed by applicable  law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional  documentation reasonably requested by the Borrower or Administrative Agent as may be  necessary for the Borrower and the Administrative Agent to comply with their obligations under  FATCA and to determine that such Lender has complied with such Lender’s obligations under  FATCA or to determine the amount to deduct and withhold from such payment.  Solely for  purposes of this clause (d), “FATCA” means Sections 1471 through 1474 of the Code, as of the  date of this Agreement (or any amended or successor version), any current or future regulations or  official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of  the Code.  Any withholding required by the Code shall be treated for the purposes of this  Agreement as having been paid to the relevant Lender.  For purposes of determining withholding taxes imposed under FATCA, from and after the  Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby  authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered  obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).    Section 12.2. No Waiver of Rights.  No delay or failure on the part of the Administrative  Agent, any L/C Issuer or any Lender or on the part of the holder or holders of any of the  Obligations in the exercise of any power or right under any Credit Document shall operate as a  waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise  thereof preclude any other or further exercise of any other power or right.  The rights and remedies  hereunder of the Administrative Agent, the L/C Issuers the Lenders and the holder or holders of  any of the Obligations are cumulative to, and not exclusive of, any rights or remedies which any of  them would otherwise have.   Section 12.3. Non-Business Day.  If any payment hereunder becomes due and payable on a  day which is not a Business Day, the due date of such payment shall be extended to the next  succeeding Business Day on which date such payment shall be due and payable.  In the case of any  payment of principal falling due on a day which is not a Business Day, interest on such principal  amount shall continue to accrue during such extension at the rate per annum then in effect, which  accrued amount shall be due and payable on the next scheduled date for the payment of interest. If  any report, certificate, document, instrument or agreement is required to be delivered hereunder  and the latest date for delivery is not a Business Day, the due date for such delivery shall be  





 






  -112-  extended to the next Business Day.    Section 12.4. Documentary Taxes.  The Borrower agrees that it will pay on demand any  documentary, stamp or similar taxes payable in respect to any Credit Document, including interest  and penalties, in the event any such taxes are assessed, irrespective of when such assessment is  made and whether or not any credit is then in use or available hereunder.   Section 12.5. Survival of Representations.  All representations and warranties made herein  or in any other Credit Document or in certificates given pursuant hereto shall survive the execution  and delivery of this Agreement and the other Credit Documents, and shall continue in full force  and effect with respect to the date as of which they were made as long as any credit is in use or  available hereunder.   Section 12.6. Survival of Indemnities.  All indemnities and all other provisions relative to  reimbursement to the Lenders and L/C Issuer of amounts sufficient to protect the yield of the  Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Section 1.12,  Section 9.3 and Section 12.15 hereof, shall survive the termination of this Agreement and the other  Credit Documents and the payment of the Loans, Swingline Loans and all other Obligations.   Section 12.7. Sharing of Set-Off.  Each Lender agrees with each other Lender party hereto  that if such Lender shall receive and retain any payment, whether by set-off (pursuant to Section  12.15 hereof or otherwise) or application of deposit balances or otherwise (“Set-off”), on any of  the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of  payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase  for cash at face value, but without recourse, ratably from each of the other Lenders such amount of  the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each  such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such  excess payment ratably with all the other Lenders; provided, however, that if any such purchase is  made by any Lender, and if such excess payment or part thereof is thereafter recovered from such  purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the  purchase price restored as to the portion of such excess payment so recovered, but without interest.   For purposes of this Section 12.7, amounts owed to or recovered by, an L/C Issuer in connection  with Reimbursement Obligations in which Lenders have been required to fund their participation  shall be treated as amounts owed to or recovered by such L/C Issuer as a Lender hereunder.  The  provisions of this Section 12.7 shall not be construed to apply to (a) any payment made by the  Borrower pursuant to and in accordance with the express terms of this Agreement (including the  application of funds arising from the existence of a Defaulting Lender) or (b) any payment  obtained by a Lender as consideration for the assignment of or sale of a participation in any of its  Loans or participations in Reimbursement Obligations to any assignee or participant in accordance  with the terms of this Agreement.   Section 12.8. Notices.  (a) Except in the case of notices and other communications  expressly permitted to be given by telephone (and except as provided in subsection (b) below), all  notices under the Credit Documents shall be in writing (including telecopy or other electronic  communication) and shall be given to a party hereunder at its address or telecopier number set  forth below or such other address or telecopier number as such party may hereafter specify by  





 






  -113-  notice to the Administrative Agent and the Borrower, given by courier, by United States certified  or registered mail, or by other telecommunication device capable of creating a written record of  such notice and its receipt.  Notices under the Credit Documents to the Lenders, L/C Issuer and the  Administrative Agent shall be addressed to their respective addresses, telecopier or telephone  numbers set forth in its Administrative Questionnaire, and to the Borrower and the Guarantors to:  Jones Lang LaSalle Finance B.V.  Parnassusweg 727, 1077DG  Amsterdam, the Netherlands  Attention:  Managing Director  Telecopy:  31 20 661 15 66  Telephone:  31 20 540 54 05  with a copy to: Jones Lang LaSalle Incorporated   200 East Randolph Street   Chicago, Illinois  60601   Attention:  Global Treasurer   Telecopy:  (312) 819-0027   Telephone:  (312) 782-5800   Website for purposes of    Section 5.1:   www.jll.com  with a copy of notices of Defaults  and Events of Default to:    Jones Lang LaSalle Finance B.V.  c/o Jones Lang LaSalle Incorporated  200 East Randolph Street  Chicago, Illinois  60601  Attention:  Global General Counsel  Telecopy:  (312) 228-2277  Telephone:  (312) 782-5800  Each such notice, request or other communication shall be effective (i) if given by  telecopier, when such telecopy is transmitted to the telecopier number specified in this Section  12.8 or on the Administrative Questionnaire and a confirmation of receipt of such telecopy has  been received by the sender, (ii) if given by courier, when delivered, (iii) if given by mail, three  business days after such communication is deposited in the mail, registered with return receipt  requested, addressed as aforesaid or (iv) if given by any other means, when delivered at the  addresses specified in this Section 12.8 or on the Administrative Questionnaire; provided that any  notice given pursuant to Section 1 hereof shall be effective only upon receipt.  Notices delivered  through electronic communications, to the extent provided in subsection (b) below, shall be  effective as provided in said subsection (b).   (b) Electronic Communications.  Notices and other communications to the Lenders and  the L/C Issuers hereunder may be delivered or furnished by electronic communication (including  e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative  Agent, provided that the foregoing shall not apply to notices to any Lender or L/C Issuer pursuant  to Sections 1.2, 1.3 and 1.6 hereof if such Lender or L/C Issuer, as applicable, has notified the  Administrative Agent that it is incapable of receiving notices under such Sections by electronic  communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept  notices and other communications to it hereunder by electronic communications pursuant to  procedures approved by it; provided that approval of such procedures may be limited to particular  





 






  -114-  notices or communications.  Unless the Administrative Agent otherwise prescribes, (i) notices and other  communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an  acknowledgement from the intended recipient (such as by the “return receipt requested” function,  as available, return e-mail or other written acknowledgement), and (ii) notices or communications  posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the  intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that  such notice or communication is available and identifying the website address therefor; provided  that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent  during the normal business hours of the recipient, such notice or communication shall be deemed  to have been sent at the opening of business on the next business day for the recipient.   (c) Change of Address, Etc.  Any party hereto may change its address or facsimile  number for notices and other communications hereunder by notice to the other parties hereto.   (d) Platform.  (i) The Borrower and each Guarantor agrees that the Administrative Agent  may, but shall not be obligated to, make the Communications (as defined below) available to the  L/C Issuers and the other Lenders by posting the Communications on Debt Domain, Intralinks,  Syndtrak or a substantially similar electronic transmission system (the “Platform”).   (ii) The Platform is provided “as is” and “as available.”  The Agent Parties (as defined  below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or  omissions in the Communications.  No warranty of any kind, express, implied or statutory,  including, without limitation, any warranty of merchantability, fitness for a particular purpose,  non-infringement of third-party rights or freedom from viruses or other code defects, is made by  any Agent Party in connection with the Communications or the Platform.  In no event shall the  Administrative Agent or any of its related parties (collectively, the “Agent Parties”) have any  liability to the Borrower or any Guarantor, any Lender or any other Person or entity for damages of  any kind, including, without limitation, direct or indirect, special, incidental or consequential  damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s,  any Guarantor’s or the Administrative Agent’s transmission of communications through the  Platform.  “Communications” means, collectively, any notice, demand, communication,  information, document or other material provided by or on behalf of the Borrower or any  Guarantor  pursuant to any Credit Document or the transactions contemplated therein which is  distributed to the Administrative Agent, any Lender or any L/C Issuer by means of electronic  communications pursuant to this Section, including through the Platform.   Section 12.9. Counterparts; Integration; Effectiveness.  (a) Counterparts; Integration;  Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in  different counterparts), each of which shall constitute an original, but all of which when taken  together shall constitute a single contract.  This Agreement and the other Credit Documents, and  any separate letter agreements with respect to fees payable to the Administrative Agent, constitute  the entire contract among the parties relating to the subject matter hereof and supersede any and all  previous agreements and understandings, oral or written, relating to the subject matter hereof.   Except as provided in Section 6.1 hereof, this Agreement shall become effective when it shall have  





 






  -115-  been executed by the Administrative Agent and when the Administrative Agent shall have  received counterparts hereof that, when taken together, bear the signatures of each of the other  parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by  facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually  executed counterpart of this Agreement.   (b) Electronic Execution of AssignmentsCredit Documents.  The words “execution,”  “signed,” “signature,” and words of like import in any Assignment and Assumptionthis  Agreement and the other Credit Documents shall be deemed to include electronic signatures or the  keeping of records in electronic form, each of which shall be of the same legal effect, validity or  enforceability as a manually executed signature or the use of a paper-based recordkeeping system,  as the case may be, to the extent and as provided for in any applicable law, including the Federal  Electronic Signatures in Global and National Commerce Act, the Illinois State Electronic  Commerce Security Act, or any other similar state laws based on the Uniform Electronic  Transactions Act.    Section 12.10. Successors and Assigns.  This Agreement shall be binding upon the Borrower  and the Guarantors and their successors and assigns, and shall inure to the benefit of the  Administrative Agent, each L/C Issuer and each of the Lenders and the benefit of their respective  successors and assigns, including any subsequent holder of any Obligation.  The Borrower and the  Guarantors may not assign any of their rights or obligations under any Credit Document without  the written consent of all of the Lenders and, with respect to any Letter of Credit or the Application  therefor, the applicable L/C Issuer (and any attempted such assignment without such consent shall  be null and void).   Section 12.11. Participants.  Each Lender shall have the right at its own cost to grant  participations (to be evidenced by one or more agreements or certificates of participation) in the  Loans made and Reimbursement Obligations and/or Revolving Credit Commitments held by such  Lender at any time and from time to time to one or more other Persons (other than a natural Person  or the Parent or any of the Parent’s Affiliates or Subsidiaries); provided that no such participation  shall relieve any Lender of any of its obligations under this Agreement, and, provided, further that  no such participant shall have any rights under this Agreement except as provided in this Section  12.11, and the Administrative Agent shall have no obligation or responsibility to such participant.   Any agreement pursuant to which such participation is granted shall provide that the granting  Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and  Guarantors under this Agreement and the other Credit Documents including, without limitation,  the right to approve any amendment, modification or waiver of any provision of the Credit  Documents, except that such agreement may provide that such Lender will not agree to any  modification, amendment or waiver of the Credit Documents that would reduce the amount of or  postpone any fixed date for payment of any Obligation in which such participant has an interest.   Any party to which such a participation has been granted shall have the benefits of Sections 1.12,  9.3 and 12.1 hereof (subject to the requirements and limitations therein, including the requirements  under Section 12.1(c) hereof (it being understood that the documentation required under Section  12.1(c) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and  had acquired its interest by assignment pursuant to Section 12.12 hereof; provided that such  participant (A) agrees to be subject to the provisions of Sections 1.14 hereof as if it were an  





 






  -116-  assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater  payment under Sections 9.3 or 12.1 hereof with respect to any participation, than its participating  Lender would have been entitled to receive, except to the extent such entitlement to receive a  greater payment results from a Change in Law that occurs after the participant acquired the  applicable participation.  Each Lender that sells a participation agrees, at the Borrower's request  and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions  of Section 1.14 with respect to any of its participants.  To the extent permitted by law, each  participant also shall be entitled to the benefits of Section 12.16 hereof as though it were a Lender;  provided that such participant agrees to be subject to Section 12.7 hereof as though it were a  Lender. Each Lender, acting solely for this purpose as a non-fiduciary  agent of the Borrower, shall  maintain a register for the recordation of the names and addresses of each participant and the  principal amounts (and stated interest) of each participant’s interest (the “Participation  Register”); provided that no Lender shall have any obligation to disclose all or any portion of the  Participation Register to any Person (including the identity of any participant or any information  relating to a participant’s interest) except to the extent that such disclosure is necessary to establish  that such participant’s interest is in registered form under Section 5f.103-1(c) of the United States  Treasury Regulations.   Section 12.12. Assignments.  (a) Any Lender may at any time assign to one or more Eligible  Assignees all or a portion of such Lender’s rights and obligations under this Agreement (including  all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it);  provided that (in each case with respect to any Facility) any such assignment shall be subject to the  following conditions:    (i) Minimum Amounts.  (A) In the case of an assignment of the entire remaining amount  of the assigning Lender’s Revolving Credit Commitment and the Loans and participation interest  in L/C Obligations at the time owing to it (in each case with respect to any Facility) or in the case  of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount  need be assigned, provided that such Affiliate of a Lender or Approved Fund is a Non-Public  Lender; and (B) in any case not described in subsection (a)(i)(A) of this Section 12.12, the  aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans  and participation interest in L/C Obligations outstanding thereunder) or, if the Revolving Credit  Commitment is not then in effect, the principal outstanding balance of the Loans and participation  interest in L/C Obligations of the assigning Lender subject to each such assignment (determined as  of the date the Assignment and Acceptance with respect to such assignment is delivered to the  Administrative Agent or, if “Effective Date” is specified in the Assignment and Acceptance, as of  the Effective Date) shall not be less than $5,000,000 in the case of any assignment in respect of the  Revolving Facility, or $1,000,000 in the case of any assignment in respect of any Term Loan  Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred  and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably  withheld or delayed);   (ii) Proportionate Amounts.  Each partial assignment shall be made as an assignment of a  proportionate part of all the assigning Lender’s rights and obligations under this Agreement with  respect to the Loan or the Revolving Credit Commitment assigned.  





 






  -117-   (iii) Required Consents.  No consent shall be required for any assignment except to the  extent required by Section 12.12(a)(i)(B) hereof and, in addition:   (a) the consent of the Borrower (such consent not to be unreasonably withheld  or delayed and if it is delayed more than fiveten (510) Business Days it is deemed to be  given) shall be required unless (x) an Event of Default has occurred and is continuing at the  time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or  an Approved Fund;   (b) the consent of the Administrative Agent (such consent not to be  unreasonably withheld or delayed and if it is delayed more than five (5) Business Days it is  deemed to be given) shall be required for assignments in respect of (i) the Revolving  Facility or any unfunded Commitments with respect to any Term Loan Facility if such  assignment is to a Person that is not a Lender with a Commitment in respect of such  Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender, or  (ii) any Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an  Approved Fund;    (c) the consent of the L/C Issuers (such consent not to be unreasonably  withheld or delayed) shall be required for any assignment that increases the obligation of  the assignee to participate in exposure under one or more Letters of Credit (whether or not  then outstanding); and   (d) the consent of the Swingline Lender (such consent not to be unreasonably  withheld or delayed) shall be required for any assignment that increases the obligation of  the assignee to participate in exposure under one or more Swingline loans (whether or not  then outstanding).   (iv) Assignment and Acceptance.  The parties to each assignment shall execute and  deliver to the Administrative Agent an Assignment and Acceptance, together with a processing  and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the  Administrative Agent an Administrative Questionnaire; provided that if an Affected Lender does  not execute and deliver an Assignment and Acceptance within five (5) Business Days of request by  the Borrower or the Administrative Agent to do so in connection with any substitution being made  pursuant to Section 1.14, such Affected Lender shall be deemed to have executed and delivered  such Assignment and Acceptance and any other documentation necessary or desirable to  consummate any assignment contemplated by Section 1.14 without any action on the part of the  Affected Lender.   (v) No Assignment to Borrower, Parent or Defaulting Lender.  No such assignment shall  be made to (A) the Parent or any of its Affiliates or Subsidiaries or (B) any Defaulting Lender or  any of its Affiliates or Subsidiaries.   (vi) No Assignment to Natural Persons. No such assignment shall be made to a  natural person.  





 






  -118-   (vii) No such assignment shall result in a reduction in the total Revolving Credit  Commitments.   (viii) Certain Additional Payments.  In connection with any assignment of rights and  obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and  until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall  make such additional payments to the Administrative Agent in an aggregate amount sufficient,  upon distribution thereof as appropriate (which may be outright payment, purchases by the  assignee of participations or subparticipations, or other compensating actions, including funding,  with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of  Loans previously requested but not funded by such Defaulting Lender, to each of which the  applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all  payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each L/C  Issuer, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and  (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in  Letters of Credit and Swingline Loans in accordance with its Percentage.  Notwithstanding the  foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender  hereunder shall become effective under applicable law without compliance with the provisions of  this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all  purposes of this Agreement until such compliance occurs.  Subject to acceptance and recording thereof by the Administrative Agent pursuant to  Section 12.12(b) hereof, from and after the effective date specified in each Assignment and  Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the  interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender  under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest  assigned by such Assignment and Acceptance, be released from its obligations under this  Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning  Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)  but shall continue to be entitled to the benefits of Sections 12.6 and 12.15 hereof with respect to  facts and circumstances occurring prior to the effective date of such assignment.  Any assignment  or transfer by a Lender of rights or obligations under this Agreement that does not comply with this  Section 12.12 shall be treated for purposes of this Agreement as a sale by such Lender of a  participation in such rights and obligations in accordance with Section 12.11 hereof.   (b) Register.  The Administrative Agent, acting solely for this purpose as an agent of the  Borrower, shall maintain at one of its offices in Chicago, Illinois, a copy of each Assignment and  Acceptance delivered to it and a register for the recordation of the names and addresses of the  Lenders, and the Revolving Credit Commitments of, and principal amounts of the Loans owing to,  each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the  Register shall be conclusive, and the Borrower, the Administrative Agent, and the Lenders may  treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender  hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register  shall be available for inspection by the Borrower and any Lender, at any reasonable time and from  time to time upon reasonable prior notice.  





 






  -119-   (c) Any Lender may at any time pledge or grant a security interest in all or any portion of  its rights under this Agreement to secure obligations of such Lender, including any such pledge or  grant to a Federal Reserve Bank or other central bank having jurisdiction over the Lender, and this  Section 12.12 shall not apply to any such pledge or grant of a security interest; provided that no  such pledge or grant of a security interest shall release a Lender from any of its obligations  hereunder or substitute any such pledgee or secured party for such Lender as a party hereto;  provided further, however, the right of any such pledgee or grantee (other than any Federal  Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether  by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.     (d) Notwithstanding anything to the contrary herein, if at any time the Swingline Lender  assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to subsection (a)  above, the Swingline Lender may terminate the Swingline.  In the event of such termination of the  Swingline, the Borrower shall be entitled to appoint another Lender to act as the successor  Swingline Lender hereunder (with such Lender’s consent); provided, however, that the failure of  the Borrower to appoint a successor shall not affect the resignation of the Swingline Lender.  If the  Swingline Lender terminates the Swingline, it shall retain all of the rights of the Swingline Lender  provided hereunder with respect to Swingline Loans made by it and outstanding as of the effective  date of such termination, including the right to require Lenders to make Revolving Loans or fund  participations in outstanding Swingline Loans pursuant to Section 1.3 hereof.  Notwithstanding  anything to the contrary contained herein, if at any time an L/C Issuer assigns all of its Revolving  Credit Commitment and Revolving Loans pursuant to subsection (a) above, such L/C Issuer may,  upon thirty days’ notice to the Borrower and the Administrative Agent, resign as an L/C Issuer.  In  the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from  among the Lenders (with the written consent of the appointed Lender and Administrative Agent) a  successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any  such successor shall affect the resignation of such L/C Issuer.  Such resigning L/C Issuer shall  retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all  Letters of Credit issued by it and outstanding as of the effective date of its resignation as an L/C  Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to  fund risk participations pursuant to this Agreement). Upon the appointment of a successor L/C  Issuer, (1) such successor shall succeed to and become vested with all of the rights, powers,  privileges and duties of the retiring L/C Issuer and (2) the successor or any other L/C Issuer shall  issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such  succession or make other arrangements reasonably satisfactory to such resigning L/C Issuer to  effectively assume the obligations of such resigning L/C Issuer with respect to such Letters of  Credit.   Section 12.13. Amendments.  AnySubject to Section 9.6 and the definition of “Greenhouse  Gas Auditor”, any provision of this Agreement or the other Credit Documents may be amended,  waived or modified if, but only if, such amendment, waiver or modification is in writing and is  signed by (a) the Borrower, (b) the Required Lenders, and (c) if the rights or duties of the  Administrative Agent, the L/C Issuers or the Swingline Lender are affected thereby, the  Administrative Agent, the L/C Issuers, or the Swingline Lender, as applicable; provided that:   (i) no amendment, waiver or modification pursuant to this Section 12.13 shall  





 






  -120-  (A) increase or extend any Revolving Credit Commitment of any Lender without the  consent of such Lender or (B) reduce the amount of or postpone any fixed date for payment  of any principal of or interest (except as provided in Section 9.2(b)1.19 and Section 9.6 and  except with respect to waivers of the Default Rate in Section 1.10) on any Loan, Swingline  Loan or Reimbursement Obligation or of any fee payable hereunder without the consent of  the Lender to which such payment is owing or which has committed to make such Loan,  Swingline Loan or Letter of Credit (or participate therein) hereunder;    (ii) no amendment, waiver or modification pursuant to this Section 12.13 shall,  unless signed by each Lender, change any provision of Sections 8.5 or 12.7 hereof, this  Section 12.13, or the definitions of Alternative Currency, Borrower, Termination Date  (except as provided in Section 1.18) or Required Lenders, or affect the number of Lenders  required to take any action under the Credit Documents, or release any Guarantor (other  than pursuant to the terms hereof) from its guaranty of any Obligations;    (iii) no amendment tochange Section 11 hereof shall be made3.1(a) in a manner  that would alter the pro rata sharing of payments required thereby without the written  consent of the Guarantor(s)each Lender directly and adversely affected thereby; and   (iv   (iv) no amendment to Section 11 hereof shall be made without the consent of the  Guarantor(s) affected thereby; and   (v) the Borrower and the Administrative Agent may, without the input or  consent of any other Lender, effect amendments to this Agreement and the other Credit  Documents as may be necessary in the reasonable opinion of the Borrower and the  Administrative Agent solely to effect the provisions of Section 1.15 hereof; provided that  no such amendment shall increase the obligations of any Lender without such Lender’s  consent.  Notwithstanding anything to the contrary herein, (1) no Defaulting Lender shall have any right to  approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver  or consent which by its terms requires the consent of all Lenders or each affected Lender may be  effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x)  the Revolving Credit Commitment of any Defaulting Lender may not be increased or extended and  the principal amount of Loans or Reimbursement Obligations held by any Defaulting Lender may  not be decreased, in each case without the consent of such Defaulting Lender and (y) any waiver,  amendment or modification requiring the consent of all Lenders or each affected Lender that by its  terms affects any Defaulting Lender more adversely than other affected Lenders shall require the  consent of such Defaulting Lender, (2) if the Administrative Agent and the Borrower have jointly  identified an obvious error or any error or omission of a technical nature, in each case, in any  provision of the Credit Documents, then the Administrative Agent and the Borrower shall be  permitted to amend such provision, (3) guarantees, collateral security documents and related  documents executed by the Borrower or any Guarantor in connection with this Agreement may be  in a form reasonably determined by the Administrative Agent and may be amended, supplemented  





 






  -121-  or waived without the consent of any Lender if such amendment, supplement or waiver is  delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities,  omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other  document to be consistent with this Agreement and the other Credit Documents.   Section 12.14. Headings.  Section headings used in this Agreement are for reference only  and shall not affect the construction of this Agreement.   Section 12.15. Legal Fees, Other Costs and Indemnification.  The Borrower agrees to pay  all reasonable costs and expenses of the Administrative Agent in connection with the preparation  and negotiation of the Credit Documents, including without limitation, the reasonable and  documented fees and disbursements of Chapman and Cutler LLP and one local foreign counsel to  the Administrative Agent, in connection with the preparation and execution of the Credit  Documents, and any amendment, waiver or consent related hereto, whether or not the transactions  contemplated herein are consummated (limited to, in the case of counsel, the reasonable and  documented fees and disbursements of a single law firm as counsel to the Administrative Agent  and one local counsel in any relevant jurisdiction).  The Borrower further agrees to indemnify the  Administrative Agent, each L/C Issuer, each Lender, each of their respective Affiliates and any  security trustee therefor, and their and their Affiliates’ respective directors, officers, employees,  agents, financial advisors, and consultants (each such Person being called an “Indemnitee”)  against all losses, claims, damages, penalties, judgments, liabilities and expenses (including,  without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and  all reasonable expenses of litigation or preparation therefor, whether initiated by a third party or by  the Borrower, any Subsidiary, any Affiliate of the Parent or any of their respective equity holders  or creditors and whether or not the Indemnitee is a party thereto, or any settlement arrangement  arising from or relating to any such litigation) which any of them may pay or incur arising out of or  relating to any Credit Document or any of the transactions contemplated thereby or the direct or  indirect application or proposed application of the proceeds of any Loan, Swingline Loan or Letter  of Credit; provided that such indemnity shall not, as to any Indemnitee, be available to the extent  that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of  competent jurisdiction by final and nonappealable judgment to have resulted from the gross  negligence or willful misconduct of such Indemnitee or its or its Affiliates’ directors, officers,  employees, agents, financial advisors or consultants (each a “Related Indemnitee”), (y) result from  a claim brought by the Borrower against an Indemnitee or its Related Indemnitees for material  breach in bad faith of such Indemnitee’s or its Related Indemnitee’s obligations hereunder or  under any other Credit Document, if the Borrower has obtained a final and nonappealable  judgment in its favor on such claim as determined by a court of competent jurisdiction or (z)  results from a dispute solely between Indemnitees and not (1) involving any action or inaction by  the Parent or any of its Subsidiaries or (2) relating to any action of such Indemnitee in its capacity  as Administrative Agent or L/C Issuer.  The Borrower, upon demand by the Administrative Agent,  an L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, such L/C Issuer,  or such Lender for any legal or other expenses (including, without limitation, all reasonable and  documented fees and disbursements of counsel for any such Indemnitee) incurred in connection  with investigating or defending against any of the foregoing (including any settlement costs  relating to the foregoing) except to the extent the same (i) is directly due to the gross negligence or  willful misconduct of the party to be indemnified (in any case, determined by a court of competent  





 






  -122-  jurisdiction by a final non-appealable judgment), (ii) result from a claim brought by the Borrower  against an Indemnitee or its Related Indemnitees for material breach in bad faith of such  Indemnitee’s or its Related Indemnitee’s obligations hereunder or under any other Credit  Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such  claim as determined by a court of competent jurisdiction or (iii) results from a dispute solely  between Indemnitees and not (1) involving any action or inaction by the Parent or any of its  Subsidiaries or (2) relating to any action of such Indemnitee in its capacity as Administrative  Agent or L/C Issuer. Each party hereto agrees not to assert any claim against any other party hereto  or any of their respective officers, directors, employees, attorneys and agents, on any theory of  liability, for special, indirect, consequential or punitive damages arising out of or otherwise  relating to any Commitment, Loan, or Letter of Credit, the actual or proposed use of proceeds of  any Loan or Letter of Credit, any Credit Document, or any of the transactions contemplated  thereby; provided, however, that none of the foregoing limitations in this sentence shall be deemed  to limit, impair or otherwise affect the Borrower’s indemnity obligations under the preceding  provisions of this Section 12.15.   Section 12.16. Set Off.  In addition to any rights now or hereafter granted under applicable  law and not by way of limitation of any such rights, upon the occurrence and during the  continuance of any Event of Default, each Lender, each L/C Issuer and each subsequent holder of  any Obligation, and each of their respective affiliates, is hereby authorized by the Borrower and  each Guarantor at any time or from time to time, without notice to the Borrower, to the Guarantors  or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate  and to apply any and all deposits (general or special, including, but not limited to, indebtedness  evidenced by certificates of deposit, whether matured or unmatured, but not including trust  accounts or other accounts of the Borrower or any Guarantor in a fiduciary capacity, and in  whatever currency denominated) and any other indebtedness at any time held or owing by that  Lender, that L/C Issuer or that subsequent holder to or for the credit or the account of the Borrower  or any Guarantor, whether or not matured, against and on account of the obligations and liabilities  of the Borrower or any Guarantor to that Lender, that L/C Issuer or that subsequent holder under  the Credit Documents, including, but not limited to, all claims of any nature or description arising  out of or connected with the Credit Documents, irrespective of whether or not (a) that Lender, that  L/C Issuer or that subsequent holder shall have made any demand hereunder or (b) the principal of  or the interest on the Loans or Notes and other amounts due hereunder shall have become due and  payable pursuant to Section 8 hereof and although said obligations and liabilities, or any of them,  may be contingent or unmatured; provided that in the event that any Defaulting Lender shall  exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the  Administrative Agent for further application in accordance with the provisions of Section 1.16  hereof and, pending such payment, shall be segregated by such Defaulting Lender from its other  funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers, and the  Lenders, and (y) such Defaulting Lender shall provide promptly to the Administrative Agent a  statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to  which it exercised such right of setoff.   Section 12.17. Currency.  Each reference in this Agreement to U.S. Dollars or to an  Alternative Currency (the “relevant currency”) is of the essence.  To the fullest extent permitted  by law, the obligation of the Borrower and each Guarantor in respect of any amount due in the  





 






  -123-  relevant currency under this Agreement shall, notwithstanding any payment in any other currency  (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in  the relevant currency that the Person entitled to receive such payment may, in accordance with  normal banking procedures, purchase with the sum paid in such other currency (after any premium  and costs of exchange) on the Business Day immediately following the day on which such Person  receives such payment.  If the amount of the relevant currency so purchased is less than the sum  originally due to such Person in the relevant currency, the Borrower or relevant Guarantor agrees,  as a separate obligation and notwithstanding any such judgment, to indemnify such Person against  such loss, and if the amount of the specified currency so purchased exceeds the sum of (a) the  amount originally due to the relevant Person in the specified currency plus (b) any amounts shared  with other Lenders as a result of allocations of such excess as a disproportionate payment to such  Person under Section 12.7 hereof, such Person agrees to remit such excess to the Borrower.   Section 12.18. Entire Agreement.  The Credit Documents constitute the entire understanding  of the parties thereto with respect to the subject matter thereof and any prior or contemporaneous  agreements, whether written or oral, with respect thereto are superseded thereby.   Section 12.19. Governing Law.  This Agreement and the other Credit Documents, and the  rights and duties of the parties hereto, shall be construed and determined in accordance with the  internal laws of the State of Illinois.   Section 12.20. Submission to Jurisdiction; Waiver of Jury Trial.  The Borrower and each  Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the  Northern District of Illinois and of any Illinois State court sitting in the City of Chicago for  purposes of all legal proceedings arising out of or relating to this Agreement, the other Credit  Documents or the transactions contemplated hereby or thereby.  The Borrower and each Guarantor  irrevocably waives, to the fullest extent permitted by law, any objection which it may now or  hereafter have to the laying of the venue of any such proceeding brought in such a court and any  claim that any such proceeding brought in such a court has been brought in an inconvenient forum.   The Borrower, each Guarantor, the Administrative Agent, each L/C Issuer and each Lender  hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising  out of or relating to any Credit Document or the transactions contemplated thereby.  The  Borrower and each Guarantor (other than the Parent) hereby irrevocably designates, appoints and  empowers the Parent as its designee, appointee and agent to receive, accept and acknowledge for  and on its behalf, and in respect of its property, service of any and all legal process, summons,  notices and documents which may be served in any such action or proceeding.  If for any reason  the Parent shall cease to be available to act as such, the Borrower and each Guarantor (other than  the Parent) agrees to designate a new designee, appointee and agent in Chicago, Illinois on the  terms and for the purposes of this provision satisfactory to the Administrative Agent under this  Agreement.  The Borrower and each Guarantor hereby irrevocably waives any objection to such  service of process and further irrevocably waives and agrees not to plead or claim in any action or  proceeding commenced hereunder or under any other Credit Document that service of process was  in any way invalid or ineffective.  Nothing herein shall affect the right of the Administrative  Agent, any L/C Issuer, any Lender or the holder of any Obligation to serve process in any other  manner permitted by law or to commence legal proceedings or otherwise proceed against the  Borrower or any Guarantor in any other jurisdiction.  





 






  -124-   Section 12.21. Limitation of Liability.  In addition to, and not in limitation of, any limitation  on liability provided by law or by any contract, agreement, instrument or document, the liability of  each Guarantor that is a partnership shall be limited to the assets of such Guarantor, and no present  or future partner of any such Guarantor shall have any personal liability under this Agreement,  except if such partner is itself a Guarantor or the Borrower.   Section 12.22. Confidentiality.  The Administrative Agent, each Lender and each L/C Issuer  agree to keep confidential any confidential written information provided to it by or on behalf of the  Borrower or the Parent pursuant to or in connection with this Agreement; provided that nothing  herein shall prevent the Administrative Agent or any Lender from disclosing any such information  (i) to the Administrative Agent or any other Lender, (ii) to potential Lenders, participants,  assignees or any potential counterparty (or its advisors) to any swap or derivative transaction  relating to the Borrower or any of its affiliates or any of their respective obligations, in each case,  who agree to be bound by the terms of this Section (or substantially similar language to this  Section), (iii) to its employees and Affiliates involved in the administration of this Agreement,  directors, attorneys, accountants and other professional advisors (each of which shall be instructed  to hold the same in confidence), (iv) in response to the request or demand of any Governmental  Authority or in connection with any ordinary course exam, audit or inquiry of any regulatory or  self-regulatory body having or claiming jurisdiction or oversight over such Lender or that of any of  its businesses, (v) in response to any order of any court or other Governmental Authority or as may  otherwise be required pursuant to any law, regulation or legal process, provided, however, that  such Lender and such L/C Issuer, to the extent legally permitted to do so, will use its best efforts to  notify the Parent prior to any disclosure of information contemplated by this subparagraph (v), (vi)  which has been publicly disclosed other than in breach of this Agreement, or (vii) in connection  with the exercise of any remedy hereunder or under any Credit Document., (viii)  with the consent  of the Borrower; or (ix) to the extent such Information (A) becomes publicly available other than  as a result of a breach of (x) this Section, (y) any other language or agreement similar to this  paragraph or (z) any other duty of confidentiality owed to Parent or its Subsidiaries, or (B)  becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their  respective Affiliates on a nonconfidential basis from a source other than the Borrower who did not  acquire such information as a result of a breach of (x) this Section, (y) any other language or  agreement similar to this paragraph or (z) any other duty of confidentiality owed to Parent or its  Subsidiaries.  Nothing in any Loan Document shall prevent disclosure of any confidential  information or other matter to the extent that preventing that disclosure would otherwise cause any  transaction contemplated by the Loan Documents, or any transaction carried out in connection  with any transaction contemplated thereby, to become an arrangement described in Part II A 1 of  Annex IV of Directive 2011/16/EU.   Section 12.23. Severability of Provisions.  Any provision of any Credit Document which is  unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such  unenforceability without invalidating the remaining provisions hereof or affecting the validity or  enforceability of such provision in any other jurisdiction.  All rights, remedies and powers  provided in this Agreement and the other Credit Documents may be exercised only to the extent  that the exercise thereof does not violate any applicable mandatory provisions of law, and all the  provisions of this Agreement and other Credit Documents are intended to be subject to all  applicable mandatory provisions of law which may be controlling and to be limited to the extent  





 






  -125-  necessary so that they will not render this Agreement or the other Credit Documents invalid or  unenforceable.   Section 12.24. Excess Interest.  Notwithstanding any provision to the contrary contained  herein or in any other Credit Document, no such provision shall require the payment or permit the  collection of any amount of interest in excess of the maximum amount of interest permitted by  applicable law to be charged for the use or detention, or the forbearance in the collection, of all or  any portion of the Loans, Swingline Loans or other obligations outstanding under this Agreement  or any other Credit Document (“Excess Interest”).  If any Excess Interest is provided for, or is  adjudicated to be provided for, herein or in any other Credit Document, then in such event (a) the  provisions of this Section 12.24 shall govern and control, (b) neither the Borrower nor any  guarantor or endorser shall be obligated to pay any Excess Interest, (c) any Excess Interest that the  Administrative Agent or any Lender may have received hereunder shall, at the option of the  Administrative Agent, be (i) applied as a credit against the then outstanding principal amount of  Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum  amount permitted by applicable law), (ii) refunded to the Borrower, or (iii) any combination of the  foregoing, (d) the interest rate payable hereunder or under any other Credit Document shall be  automatically subject to reduction to the maximum lawful contract rate allowed under applicable  usury laws (the “Maximum Rate”), and this Agreement and the other Credit Documents shall be  deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant  interest rate, and (e) neither the Borrower nor any guarantor or endorser shall have any action  against the Administrative Agent or any Lender for any damages whatsoever arising out of the  payment or collection of any Excess Interest.  Notwithstanding the foregoing, if for any period of  time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather than the  applicable rate under this Agreement, and thereafter such applicable rate becomes less than the  Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain at the  Maximum Rate until the Lenders have received the amount of interest which such Lenders would  have received during such period on the Borrower’s Obligations had the rate of interest not been  limited to the Maximum Rate during such period.   Section 12.25. Construction.  The parties acknowledge and agree that the Credit Documents  shall not be construed more favorably in favor of any party hereto based upon which party drafted  the same, it being acknowledged that all parties hereto contributed substantially to the negotiation  of the Credit Documents.  NOTHING CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED TO  PERMIT ANY ACT OR OMISSION WHICH IS PROHIBITED BY THE TERMS OF ANY CREDIT DOCUMENT,  THE COVENANTS AND AGREEMENTS CONTAINED HEREIN BEING IN ADDITION TO AND NOT IN  SUBSTITUTION FOR THE COVENANTS AND AGREEMENTS CONTAINED IN THE CREDIT DOCUMENTS.   Section 12.26. Lender’s and L/C Issuers’ Obligations Several.  The obligations of the L/C  Issuers and the Lenders hereunder are several and not joint.  Nothing contained in this Agreement  and no action taken by the Lenders or any L/C Issuer pursuant hereto shall be deemed to constitute  the Lenders and L/C Issuer a partnership, association, joint venture or other entity.   Section 12.27. No Advisory or Fiduciary Responsibility.  In connection with all aspects of  each transaction contemplated hereby (including in connection with any amendment, waiver or  other modification hereof or of any other Credit Document), the Borrower and each Guarantor  





 






  -126-  acknowledges and agrees and acknowledges its Affiliates’ understanding that (i) (A) the services  regarding this Agreement provided by the Administrative Agent and/or the Lenders are  arm’s-length commercial transactions between the Borrower, each Guarantor and their respective  Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (B)  each of the Borrower and the Guarantors have consulted their own legal, accounting, regulatory  and tax advisors to the extent they have deemed appropriate, and (C) the Borrower and each  Guarantor is capable of evaluating and understanding, and understands and accepts, the terms,  risks and conditions of the transactions contemplated hereby and by the other Credit Documents;  (ii) (A) each of the Administrative Agent and the Lenders is and has been acting solely as a  principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and  will not be acting as an advisor, agent or fiduciary for the Borrower, any Guarantor or any of their  respective Affiliates, or any other Person, and (B) neither the Administrative Agent nor any  Lender has any obligation to the Borrower, any Guarantor or any of their Affiliates with respect to  the transaction contemplated hereby except those obligations expressly set forth herein and in the  other Credit Documents; and (iii) the Administrative Agent, the Lenders and their respective  Affiliates may be engaged in a broad range of transactions that involve interests that differ from  those of the Borrower, the Guarantors and their respective Affiliates, and each of the  Administrative Agent and the Lenders has no obligation to disclose any of such interests to the  Borrower, any Guarantor or any of their respective Affiliates.  To the fullest extent permitted by  law, each of the Borrower and each Guarantor hereby waives and releases any claims that it may  have against the Administrative Agent or any Lender with respect to any breach or alleged breach  of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.   Section 12.28. USA Patriot Act.  Each Lender and L/C Issuer that is subject to the  requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,  2001)) (the “Act”) hereby notifies the Borrower and each Guarantor that pursuant to the  requirements of the Act, it is required to obtain, verify, and record information that identifies the  Borrower and each Guarantor, which information includes the name and address of the Borrower  and each Guarantor and other information that will allow such Lender and L/C Issuer to identify  the Borrower and each Guarantor in accordance with the Act.   Section 12.29. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement,  arrangement or understanding among any such parties, each party hereto acknowledges that any  liability of any EEAAffected Financial Institution arising under any Credit Document, to the  extent such liability is unsecured, may be subject to the write-down and conversion powers of an  EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees  to be bound by:   (a) the application of any Write-Down and Conversion Powers by an  EEAapplicable Resolution Authority to any such liabilities arising hereunder whichthat  may be payable to it by any party hereto that is an EEAAffected Financial Institution; and   (b) the effects of any Bail-inIn Action on any such liability, including, if  applicable:  





 






  -127-   (i) a reduction in full or in part or cancellation of any such liability;   (ii) a conversion of all, or a portion of, such liability into shares or other  instruments of ownership in such EEAAffected Financial Institution, its parent  undertaking, or a bridge institution that may be issued to it or otherwise conferred  on it, and that such shares or other instruments of ownership will be accepted by it  in lieu of any rights with respect to any such liability under this Agreement or any  other Credit Document; or   (iii) the variation of the terms of such liability in connection with the  exercise of the write-down and conversion powers of any EEAthe applicable  Resolution Authority.     Section 12.30. Acknowledgement Regarding Any Supported QFCs.  To the extent that the  Credit Documents provide support, through a guarantee or otherwise, for Hedge Agreements or  any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each  such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the  resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit  Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act  (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in  respect of such Supported QFC and QFC Credit Support (with the provisions below applicable  notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be  governed by the laws of the State of Illinois and/or of the United States or any other state of the  United States):   (a) In the event a Covered Entity that is party to a Supported QFC (each, a  “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution  Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support  (and any interest and obligation in or under such Supported QFC and such QFC Credit  Support, and any rights in property securing such Supported QFC or such QFC Credit  Support) from such Covered Party will be effective to the same extent as the transfer would  be effective under the U.S. Special Resolution Regime if the Supported QFC and such  QFC Credit Support (and any such interest, obligation and rights in property) were  governed by the laws of the United States or a state of the United States. In the event a  Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding  under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that  might otherwise apply to such Supported QFC or any QFC Credit Support that may be  exercised against such Covered Party are permitted to be exercised to no greater extent  than such Default Rights could be exercised under the U.S. Special Resolution Regime if  the Supported QFC and the Credit Documents were governed by the laws of the United  States or a state of the United States.  Without limitation of the foregoing, it is understood  and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall  in no event affect the rights of any Covered Party with respect to a Supported QFC or any  QFC Credit Support.  





 






  -128-   (b) As used in this Section, the following terms have the following meanings:  “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and  interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.  “Covered Entity” means any of the following:   (i) a “covered entity” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. §252.82(b);   (ii) a “covered bank” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. §47.3(b); or   (iii) a “covered FSI” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. §382.2(b).  “Default Rights” has the meaning assigned to that term in, and shall be interpreted in  accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.  “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be  interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).   Section 12.31. Amendment and Restatement.  This Agreement shall become effective on the  Effective Date and shall supersede all provisions of the Existing Credit Agreement as of such date.   From and after the Effective Date, (a)(i) the commitments of those Lenders under the Existing  Credit Agreement that are continuing as Lenders under this Agreement (the “Continuing  Lenders”) shall be amended as set forth on Schedule 1 hereto and (ii) the commitments of those  “Lenders” under the Existing Credit Agreement that are not continuing as Lenders under this  Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and cease to have  any further force or effect without further action by any Person, and shall be replaced with the  respective Commitments of such Continuing Lenders and of those Lenders party to this  Agreement that were not “Lenders” under the Existing Credit Agreement immediately prior to the  Effective Date (the “New Lenders”); (b) all outstanding “Revolving Loans” of the  Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and  amounts payable pursuant to Section 1.12 hereof of the Existing Credit Agreement in connection  with such payment, and all fees accrued under the Existing Credit Agreement through the  Effective Date) on the Effective Date (and the Borrower  shall pay to each Continuing Lender all  amounts, if any, payable pursuant to Section 1.12 hereof of the Existing Credit Agreement as if the  outstanding Revolving Loans had been prepaid on the Effective Date); and (c) all outstanding  “Revolving Loans” of the Continuing Lenders and all interests in outstanding “Letters of Credit”  under the Existing Credit Agreement shall remain outstanding as the initial Revolving Loans and  Letters of Credit hereunder.  The Continuing Lenders and New Lenders each agree to make such purchases and sales of  interests in the Revolving Loans and L/C Obligations outstanding on the Effective Date between  themselves so that each Continuing Lender and New Lender is then holding its relevant Revolver  Percentage of outstanding Revolving Loans and risk participation interests in outstanding L/C  





 






  -129-  Obligations  based on their Revolving Credit Commitments as in effect after giving effect hereto  (such purchases and sales shall be arranged through the Administrative Agent and each Lender  hereby agrees to execute such further instruments and documents, if any, as the Administrative  Agent may reasonably request in connection therewith), with all subsequent extensions of credit  under this Agreement (including, without limitation, participations in respect of all Swingline  Loans and Letters of Credit) to be made in accordance with the respective Revolving Credit  Commitments of the Lenders from time to time party to this Agreement as provided herein.  All  references made to the Existing Credit Agreement in any Credit Document or in any other  instrument or document shall, without more, be deemed to refer to this Agreement.  This  Agreement amends and restates the Existing Credit Agreement and is not intended to be or operate  as a novation or an accord and satisfaction of the Existing Credit Agreement or the indebtedness,  obligations and liabilities of the Borrower, or any Guarantor evidenced or provided for thereunder.   [SIGNATURE PAGES TO FOLLOW]    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to  execute and deliver this Agreement as of the date first above written.  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Title _________________________________  JONES LANG LASALLE INCORPORATED, as  Guarantor  By ____________________________________   Title _________________________________  JONES LANG LASALLE CO-INVESTMENT, INC., as  Guarantor  By ____________________________________   Title _________________________________  JONES LANG LASALLE INTERNATIONAL, INC., as  Guarantor  By ____________________________________   Title _________________________________  LASALLE INVESTMENT MANAGEMENT, INC., as  Guarantor  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    JONES LANG LASALLE AMERICAS, INC., as  Guarantor  By ____________________________________   Title _________________________________  JONES LANG LASALLE LIMITED, as Guarantor  By ____________________________________   Title _________________________________  JONES LANG LASALLE SE, as Guarantor  By ____________________________________   Title _________________________________  JONES LANG LASALLE NEW ENGLAND LLC, as  Guarantor  By ____________________________________   Title _________________________________  JONES LANG LASALLE BROKERAGE, INC., as  Guarantor  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  “LENDERS”  BANK OF MONTREAL, individually as a Lender,  as Administrative Agent, Swingline Bank and  L/C Issuer  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  BANK OF AMERICA, N.A., as a Lender and L/C  Issuer  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    BARCLAYS BANK PLC  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  WELLS FARGO BANK, N.A.  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  THE ROYAL BANK OF SCOTLAND PLC  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    JPMORGAN CHASE BANK, NATIONAL  ASSOCIATION  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  FIFTH THIRD BANK   By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  PNC BANK, NATIONAL ASSOCIATION  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  HSBC BANK PLC  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  HSBC BANK USA, NATIONAL ASSOCIATION  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  U.S. BANK NATIONAL ASSOCIATION  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,  NEW YORK BRANCH  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    SOCIÉTÉ GÉNÉRALE  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  CAPITAL ONE, N.A.  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    ING BANK N.V., DUBLIN BRANCH  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    THE BANK OF NEW YORK MELLON  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  WESTPAC BANKING CORPORATION  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  AUSTRALIA AND NEW ZEALAND BANKING  GROUP LIMITED  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  NATIONAL AUSTRALIA BANK LIMITED, A.B.N.  12 004 044 937  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    DEUTSCHE BANK AG NEW YORK BRANCH  By ____________________________________   Title _________________________________  By ____________________________________   Title _________________________________  





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement    THE NORTHERN TRUST COMPANY  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  ASSOCIATED BANK NATIONAL ASSOCIATION  By ____________________________________   Title _________________________________    





 






  Signature Page to Jones Lang LaSalle Finance B.V.  Second Amended and Restated Multicurrency Credit Agreement  COMERICA BANK  By ____________________________________   Title _________________________________      





 






      EXHIBIT A  NOTICE OF BORROWING   Date: ______________, ____  To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Second Amended and  Restated Multicurrency Credit Agreement dated as of June 21, 2016 (as extended, renewed,  amended or restated from time to time, the “Credit Agreement”), among Jones Lang LaSalle  Finance B.V., the Guarantors party thereto, certain Lenders which are signatories thereto, and  Bank of Montreal, as Administrative Agent  Ladies and Gentlemen:  The undersigned, Jones Lang LaSalle Finance B.V. (the “Borrower”), refers to the Credit  Agreement, the terms defined therein being used herein as therein defined, and hereby gives you  notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing specified  below:   1. The Business Day of the proposed Borrowing is ___________, ____.   2. The aggregate amount of the proposed Borrowing is $______________.   3. The Borrowing is to be comprised of $___________ of [Domestic Rate]  [Eurocurrency] Loans.   4. The Borrowing is being advanced under the [Revolving] [Term] Facility.   [5. The duration of the Interest Period for the Eurocurrency Loans  included in the Borrowing shall be ____________ months.]  The undersigned hereby certifies that[, insert if applicable:  subject to Section 4.4 of the  Credit Agreement,] the following statements are true on the date hereof, and will be true on the  date of the proposed Borrowing, before and after giving effect thereto and to the application of the  proceeds therefrom:   (a) the representations and warranties contained in Section 5 of the Credit  Agreement are true and correct in all material respects (where notor, in the case of any such  representation or warranty already qualified by materiality, otherwise in all respects) as  though made on and as of such date (except to the extent such representations and  warranties relate to an earlier date, in which case they are true and correct in all material  respects (where notor, in the case of any such representation or warranty already qualified  by materiality, otherwise in all respects) as of such date); and   (b) no Default or Event of Default has occurred and is continuing or would  result from such proposed Borrowing.  





 






  A-2  1055239.02B-CHISR02A - MSW  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Name ________________________________   Title _________________________________    





 






      EXHIBIT B  NOTICE OF CONTINUATION/CONVERSION  Date:  ____________, ____  To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Second Amended  and Restated Multicurrency Credit Agreement dated as of June 21, 2016 (as extended,  renewed, amended or restated from time to time, the “Credit Agreement”), among Jones  Lang LaSalle Finance B.V., the Guarantors party thereto, certain Lenders which are  signatories thereto, and Bank of Montreal, as Administrative Agent  Ladies and Gentlemen:  The undersigned, Jones Lang LaSalle Finance B.V. (the “Borrower”), refers to the Credit  Agreement, the terms defined therein being used herein as therein defined, and hereby gives you  notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the [conversion]  [continuation] of the Loans specified herein, that:   1. The [conversion][continuation] Date is __________, ____.   2. The aggregate amount of the [Revolving Loans] [Term Loans] to be  [converted] [continued] is $______________.   3. The Loans are to be [converted into] [continued as] [Eurocurrency]  [Domestic Rate] Loans.   4. [If applicable:]  The duration of the Interest Period for the Loans included  in the [conversion] [continuation] shall be _________ months.  The undersigned hereby certifies that the following statements are true on the date hereof,  and will be true on the proposed conversion/continuation date, before and after giving effect  thereto and to the application of the proceeds therefrom:     (a) the representations and warranties contained in Section 5 of the Credit  Agreement are true and correct as though made on and as of such date (except to the extent  such representations and warranties relate to an earlier date, in which case they are true and  correct as of such date); provided, however, that this condition shall only apply to the  continuation or conversion of an outstanding Eurocurrency Loan denominated in an  Alternative Currency; and   (b) no Default or Event of Default has occurred and is continuing, or would  result from such proposed [conversion] [continuation].  





 






  B-2  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Name ________________________________   Title _________________________________    





 






      EXHIBIT C-1  REVOLVING NOTE  ________________, _____  FOR VALUE RECEIVED, the undersigned, Jones Lang LaSalle Finance B.V., a private  company with limited liability organized under the laws of The Netherlands (the “Borrower”),  promises to pay ________________________ or its registered permitted assigns (the “Lender”)  on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of  Bank of Montreal, as Administrative Agent, in Chicago, Illinois (or in the case of Eurocurrency  Loans denominated in an Alternative Currency, at such office as the Administrative Agent has  previously notified the Borrower), in the currency of such Loan in accordance with Section 3.1 of  the Credit Agreement, the aggregate unpaid principal amount of all Revolving Loans made by the  Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal  amount of each such Revolving Loan from time to time outstanding hereunder at the rates, and  payable in the manner and on the dates, specified in the Credit Agreement.  The Lender shall record on its books or records or on a schedule attached to this Note,  which is a part hereof, each Revolving Loan made by it pursuant to the Credit Agreement, together  with all payments of principal and interest and the principal balances from time to time  outstanding hereon, whether such Revolving Loan is a Domestic Rate Loan or a Eurocurrency  Loan, the currency thereof and the interest rate and Interest Period applicable thereto, provided  that prior to the transfer of this Note all such amounts shall be recorded on a schedule attached to  this Note.  The record thereof, whether shown on such books or records or on a schedule to this  Note, shall be prima facie evidence of the same, provided, however, that the failure of the Lender  to record any of the foregoing or any error in any such record shall not limit or otherwise affect the  obligation of the Borrower to repay all Loans made to it pursuant to the Credit Agreement together  with accrued interest thereon.  This Note is one of the Revolving Notes referred to in the Second Amended and Restated  Multicurrency Credit Agreement dated as of June 21, 2016, among the Borrower, the Guarantors  party thereto, Bank of Montreal, as Administrative Agent, and the Lenders party thereto (as  amended from time to time, the “Credit Agreement”), and this Note and the holder hereof are  entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement  reference is hereby made for a statement thereof.  All defined terms used in this Note, except terms  otherwise defined herein, shall have the same meaning as in the Credit Agreement.  This Note shall  be governed by and construed in accordance with the internal laws of the State of Illinois.  Prepayments may be made hereon and this Note may be declared due prior to the expressed  maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit  Agreement.  





 






  C-1-2  The Borrower hereby waives demand, presentment, protest or notice of any kind  hereunder.  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Title ________________________________  





 






      EXHIBIT C-2  SWINGLINE NOTE  ________________, _____  FOR VALUE RECEIVED, the undersigned, Jones Lang LaSalle Finance B.V., a private  company with limited liability organized under the laws of The Netherlands (the “Borrower”),  promises to pay ________________________ or its registered permitted assigns (the “Lender”)  on the earlier of (i) the last day of its Interest Period and (ii) the Termination Date of the hereinafter  defined Credit Agreement, at the principal office of Bank of Montreal, as Administrative Agent, in  Chicago, Illinois, in the currency of such Swingline Loan in accordance with Section 3.1 of the  Credit Agreement, the aggregate unpaid principal amount of all Swingline Loans made by the  Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal  amount of each Swingline Loan from time to time outstanding hereunder at the rates, and payable  in the manner and on the dates, specified in the Credit Agreement.  The Lender shall record on its books or records or on a schedule attached to this Note,  which is a part hereof, each Swingline Loan made by it pursuant to the Credit Agreement, together  with all payments of principal and interest and the principal balances from time to time  outstanding hereon, whether the Loan is a Domestic Rate Loan or a Quoted Rate Loan and the  interest rate and Interest Period applicable thereto, provided that prior to the transfer of this Note  all such amounts shall be recorded on a schedule attached to this Note.  The record thereof,  whether shown on such books or records or on a schedule to this Note, shall be prima facie  evidence of the same, provided, however, that the failure of the Lender to record any of the  foregoing or any error in any such record shall not limit or otherwise affect the obligation of the  Borrower to repay all Swingline Loans made to it pursuant to the Credit Agreement together with  accrued interest thereon.  This Swingline Note is one of the Notes referred to in the Second Amended and Restated  Multicurrency Credit Agreement dated as of June 21, 2016, among the Borrower, the Guarantors  party thereto, Bank of Montreal, as Administrative Agent, and the Lenders party thereto (as  amended from time to time, the “Credit Agreement”), and this Swingline Note and the holder  hereof are entitled to all the benefits provided for thereby or referred to therein, to which Credit  Agreement reference is hereby made for a statement thereof.  All defined terms used in this  Swingline Note, except terms otherwise defined herein, shall have the same meaning as in the  Credit Agreement.  This Swingline Note shall be governed by and construed in accordance with  the internal laws of the State of Illinois.  Prepayments may be made hereon and this Swingline Note may be declared due prior to  the expressed maturity hereof, all in the events, on the terms and in the manner as provided for in  the Credit Agreement.  





 






  C-2-2  The Borrower hereby waives demand, presentment, protest or notice of any kind  hereunder.  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Title ________________________________  





 






      EXHIBIT C-3  TERM NOTE  ________________, _____  FOR VALUE RECEIVED, the undersigned, Jones Lang LaSalle Finance B.V., a private  company with limited liability organized under the laws of The Netherlands (the “Borrower”),  promises to pay  ________________________ or its registered permitted assigns (the “Lender”)  on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of  Bank of Montreal, as Administrative Agent, in Chicago, Illinois (or in the case of Eurocurrency  Loans denominated in an Alternative Currency, at such office as the Administrative Agent has  previously notified the Borrower), in the currency of such Loan in accordance with Section 3.1 of  the Credit Agreement, the aggregate unpaid principal amount of all Term Loans made by the  Lender to the Borrower pursuant to the Credit Agreement, together with interest on the principal  amount of each such Term Loan from time to time outstanding hereunder at the rates, and payable  in the manner and on the dates, specified in the Credit Agreement.  The Lender shall record on its books or records or on a schedule attached to this Note,  which is a part hereof, each Term Loan made by it pursuant to the Credit Agreement, together with  all payments of principal and interest and the principal balances from time to time outstanding  hereon, whether such Term Loan is a Domestic Rate Loan or a Eurocurrency Loan, the currency  thereof and the interest rate and Interest Period applicable thereto, provided that prior to the  transfer of this Note all such amounts shall be recorded on a schedule attached to this Note.  The  record thereof, whether shown on such books or records or on a schedule to this Note, shall be  prima facie evidence of the same, provided, however, that the failure of the Lender to record any of  the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the  Borrower to repay all Loans made to it pursuant to the Credit Agreement together with accrued  interest thereon.  This Note is one of the Term Notes referred to in the Second Amended and Restated  Multicurrency Credit Agreement dated as of June 21, 2016, among the Borrower, the Guarantors  party thereto, Bank of Montreal, as Administrative Agent, and the Lenders party thereto (as  amended from time to time, the “Credit Agreement”), and this Note and the holder hereof are  entitled to all the benefits provided for thereby or referred to therein, to which Credit Agreement  reference is hereby made for a statement thereof.  All defined terms used in this Note, except terms  otherwise defined herein, shall have the same meaning as in the Credit Agreement.  This Note shall  be governed by and construed in accordance with the internal laws of the State of Illinois.  Prepayments may be made hereon and this Note may be declared due prior to the expressed  maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit  Agreement.  





 






  C-3-2  The Borrower hereby waives demand, presentment, protest or notice of any kind  hereunder.  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Title _________________________________ 





 






      EXHIBIT D  COMPLIANCE CERTIFICATE  This Compliance Certificate is furnished to Bank of Montreal, as Administrative Agent,  pursuant to the Second Amended and Restated Multicurrency Credit Agreement (as amended from  time to time, the “Credit Agreement”) dated as of June 21, 2016, by and among Jones Lang  LaSalle Finance B.V., the Guarantors party thereto, the Lenders signatory thereto and Bank of  Montreal, as Administrative Agent.  Unless otherwise defined herein, the terms used in this  Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.  THE UNDERSIGNED HEREBY CERTIFY THAT:   1. I, _______________, am the duly elected or appointed _______________  of Jones Lang LaSalle Incorporated;   2. I, _______________, am the duly elected or appointed _______________  of Jones Lang LaSalle Finance B.V.;   3. We have reviewed the terms of the Credit Agreement and we have made, or  have caused to be made under our supervision, a detailed review of the transactions and  conditions of Jones Lang LaSalle Incorporated and its Subsidiaries during the accounting  period covered by the attached financial statements;   4. The examinations described in paragraph 3 did not disclose, and we have no  knowledge of, the existence of any condition or event which constitutes a Default or an  Event of Default during or at the end of the accounting period covered by the attached  financial statements, except as set forth below;   5. The financial statements required by Section 7.6 of the Credit Agreement  and being furnished to you concurrently with this Compliance Certificate are true, correct  and complete as of the date and for the periods covered thereby; and   6. Schedule 1 attached hereto sets forth financial data and computations  evidencing compliance with certain covenants of the Credit Agreement, all of which data  and computations are true, complete and correct.  All computations are made in accordance  with the terms of the Credit Agreement.  Described below are the exceptions, if any, to paragraph 4 by listing, in detail, the nature of  the condition or event, the period during which it has existed and the action which the Parent has  taken, is taking, or proposes to take with respect to each such condition or event:  ______________________________________________________________________  ______________________________________________________________________  ______________________________________________________________________  





 






  D-2  ______________________________________________________________________  The foregoing certifications, together with the computations set forth in Schedule 1 hereto  and the financial statements delivered with this Certificate in support hereof, are made and  delivered this __________ day of _____________, _____.  JONES LANG LASALLE INCORPORATED  By ____________________________________   Title _________________________________  JONES LANG LASALLE FINANCE B.V.  By ____________________________________   Title _________________________________    





 






      SCHEDULE I TO THE COMPLIANCE CERTIFICATE  Schedule of Compliance, as of the _________ day of _____________, _____, with the  Sections of the Credit Agreement set forth below:  1. Section 7.15 (Net Cash Flow Leverage Ratio)   A. Total Funded Debt of the Parent and its  $____________  Restricted Subsidiaries   B. Qualified Cash   (i) Unrestricted Cash $___________   (ii) Segregated cash $___________   (iii) Sum of Lines 1B(i) and 1B(ii) $___________   (iv) “Qualified Cash” as calculated   in Note Agreement $___________     Lesser of Line 1B(iii) and 1B(iv) $___________   C. Line A minus Line B $___________   D. Adjusted EBITDA for the calendar quarters  ending   _______________________ $____________   _______________________ $____________   _______________________ $____________   _______________________ $____________    TOTAL $____________   E. Consolidated Net Income for the last four  calendar quarters if not included in Line D $____________   F. Amounts deducted in arriving at   Consolidated Net Income in respect of for  the last four calendar quarters if not included  in Line E   (i) Interest Expense $____________   (ii) federal, state and local $____________  income taxes   (iii) depreciation of fixed assets $____________  and amortization of intangible  





 






  -2-  assets   (iv) non-cash contributions and $____________  accruals to deferred profit   sharing or compensation plans   (v) Permitted Adjustments     (a) Cash restructuring expenses $____________    (aggregate amount since April 1, 2018  $_______ not to exceed $100,000,000)   (b) Non-cash restructuring expenses $____________   (c) Deferred commissions, net of  $____________    commissions payable  (not to exceed $50,000,000)   (aggregate amount since April 1, 20182021  $_______, not to exceed $100,000,000)   (b) Non-cash charges relating   to investments in real estate or   real estate related assets $____________   (c) Non-cash charges relating to   impairment of goodwill $____________     (d) Non-cash charges(gains)/losses relating to   to co-(a) mark-to-market value of   real estate investments and earn-outs  and (b) mortgage servicing rights $____________     (e) Nonwrite-downs of tax indemnification  assets to the extent the related tax  reserve is released $____________   (f) non-cash charges relating to   impairment at goodwillunder   ASU 2016-13 “Financial Instruments  -Credit Losses” $____________    





 






  -3-   (fg) net-pension or other post-employment  benefit costs, non-cash deemed finance  charges in respect of pension liabilities and   benefit plans $____________   (h) non-cash (gains)/losses due to fluctuations  in currency values and related tax effects $____________   (i) Restricted Permitted Adjustments:   (i) Cash and non-cash   restructuring expenses $____________   (ii) Acquisition, integration and transition  charges related to acquisition of HFF, Inc.  and Permitted Acquisition $____________    (aggregate amount since pursued or   closed on or after April 1, 2018  $_______, not to exceed $400,000,000)2020 (g)  Non-cash  (gains)/losses relating to   (a) mark-to-market value of   co-investments and earn-outs  and (b) mortgage servicing rights $____________   (hiii) Non-recurring fees, expenses or   charges paid in connection with debt  or equity financing activities $____________     (i) write-downs of tax indemnification  assets to the extent the related tax  reserve is released $____________  iv) “run rate” net cost savings, synergies   and operating expense reductions $____________   (v) costs incurred with respect to   management equity and stock   benefit plans $____________   (x) Total (a) through i)-(v) $____________   (y) greater of (i) $175,000,000 and   





 






  -4-  (ii) 20% multiplied by Line 1D $____________   Lesser of of (x) and (y) $____________   Sum of Lines (a)-(i) $____________   G. Sum of Lines 1D, 1E, 1F(i), 1F(ii), 1F(iii), 1F(iv), and $____________  and 1F(v) (“Adjusted EBITDA”)   H. Ratio of Line 1C to Line 1G (not to exceed  _____________  3.50 or 4.00, as applicable, per Section 7.15)   I. The Borrower is in compliance Yes/No  2. Section 7.16 (Cash Interest Coverage Ratio)   A. Adjusted EBIT for the calendar quarters  ending (include as appropriate)   ______________________ $____________   ______________________ $____________   ______________________ $____________   ______________________ $____________    TOTAL $____________   B. Consolidated Net Income for the last four  calendar quarters if not included in Line A $____________   C. Amounts deducted in arriving at   Consolidated Net Income in respect of for  the last four calendar quarters if not included  in Line A   (i) Interest Expense $____________   (ii) federal, state and local $____________  income taxes   (iii) non-cash contributions and $____________  accruals to deferred profit   sharing or compensation plans   (iv) Permitted Adjustments $____________   (From Line 1.DF(v))   D. Sum of Lines 2A, 2B, 2C(i), 2C(ii), 2C(iii), and 2C(iv) $____________  





 






  -5-  (“Adjusted EBIT”) $____________   E. Cash Interest Expense $____________   F. Ratio of Line 2D to Line 2E (must be greater than _____________  or equal to 3.00 to 1.00)   G. The Borrower is in compliance Yes/No  3. Cash Flow Leverage Ratio (Applicable Margin Calculation)   A. Total Funded Debt of the Parent and its  $____________  Restricted Subsidiaries   B. Adjusted EBITDA from Line 1G $____________   C. Ratio of Line 3A to Line 3B $____________   D. The Borrower is in Level: Level ____    





 






      EXHIBIT E  SUBSIDIARY GUARANTEE AGREEMENT      _______________, ____  BANK OF MONTREAL, as Administrative  Agent for the Lenders party to the Second  Amended and Restated Multicurrency  Credit Agreement dated as of June 21,  2016, among Jones Lang LaSalle Finance  B.V., certain Guarantors, such Lenders  and such Administrative Agent (as  amended from time to time, the “Credit  Agreement”)  Dear Sirs:  Reference is made to the Credit Agreement described above.  Terms not defined herein  which are defined in the Credit Agreement shall have for the purposes hereof the meaning  provided therein.  The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation]  corporation, hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective  from the date hereof.  The undersigned confirms that the representations and warranties set forth in  Section 5 of the Credit Agreement are true and correct as to the undersigned as of the date hereof.  Without limiting the generality of the foregoing, the undersigned hereby agrees to perform  all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit  Agreement, including without limitations Section 11 thereof, to the same extent and with the same  force and effect as if the undersigned were a direct signatory thereto.  





 






  E-2  This Agreement shall be construed in accordance with and governed by the internal laws of  the State of Illinois.  Very truly yours,  [NAME OF SUBSIDIARY GUARANTOR]  By ____________________________________   Name _______________________________   Title ________________________________  





 






      EXHIBIT F  INCREASE REQUEST  To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Second Amended  and Restated Multicurrency Credit Agreement dated as of June 21, 2016 (as extended,  renewed, amended or restated from time to time, the “Credit Agreement”), among Jones  Lang LaSalle Finance B.V., the Guarantors party thereto, certain Lenders which are  signatories thereto, and Bank of Montreal, as Administrative Agent  Ladies and Gentlemen:  The undersigned, Jones Lang LaSalle Finance B.V. (the “Borrower”), hereby refers to the  Credit Agreement and requests that the Administrative Agent, L/C Issuer and Swingline Lender  consent to an increase in the aggregate [Revolving Credit Commitments] [outstanding  principal amount of Term Loans] (the “Increase”), in accordance with Section 1.15 of the  Credit Agreement, to be effected by an increase in [the Revolving Credit Commitment] [an  increase in the outstanding Term Loans] of [name of existing Lender] [the addition of [name  of new Lender] (the “New Lender”) as a Lender under the terms of the Credit Agreement].   Capitalized terms used herein without definition shall have the same meanings herein as such  terms have in the Credit Agreement.  [Insert as Applicable]  After giving effect to such Increase, the Revolving Credit Commitment of the [Lender]  [New Lender] shall be $_____________.  Or  The New Term Loan of the [Lender] [New Lender] is $_______________.  [Include paragraphs 1-3 for a New Lender]   1. The New Lender hereby confirms that it has received a copy of the Credit Documents  and the exhibits related thereto, together with copies of the documents which were required to be  delivered under the Credit Agreement as a condition to the making of the Loans and other  extensions of credit thereunder.  The New Lender acknowledges and agrees that it has made and  will continue to make, independently and without reliance upon the Administrative Agent or any  other Lender and based on such documents and information as it has deemed appropriate, its own  credit analysis and decisions relating to the Credit Agreement.  The New Lender further  acknowledges and agrees that the Administrative Agent has not made any representations or  warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement  or any other Credit Document or with respect to the legality, validity, sufficiency or enforceability  of the Credit Agreement or any other Credit Document or the value of any security therefor.   2. Except as otherwise provided in the Credit Agreement, effective as of the date of  





 






  F-2  acceptance hereof by the Administrative Agent, the New Lender (i) shall be deemed automatically  to have become a party to the Credit Agreement and have all the rights and obligations of a  “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to  be bound by the terms and conditions set forth in the Credit Agreement as if it were an original  signatory thereto.   3. The New Lender hereby confirms that its administrative details are set forth in its  Administrative Questionnaire.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF  ILLINOIS.  The Increase shall be effective when the executed consent of the Administrative Agent is  received or is otherwise in accordance with Section 1.15 of the Credit Agreement, but not in any  case prior to ___________________, ____.  It shall be a condition to the effectiveness of the  Increase that all expenses referred to in Section 1.15 of the Credit Agreement shall have been paid.  The Borrower hereby certifies that no Default or Event of Default has occurred and is  continuing and that the representations and warranties contained in Section 5 of the Credit  Agreement are true and correct in all material respects as though made on the date hereof (other  than those made solely as of an earlier date, which need only remain true as of such date), taking  into account any amendments to such Section (including without limitation any amendment to the  Schedules referenced therein) made after the date of the Credit Agreement in accordance with its  provisions[, in each case subject to the provisions of Section 4.4 of the Credit Agreement in the  case of any New Term Loan the proceeds of which will be used to finance a Limited Condition  Acquisition].  





 






  F-3  Please indicate the Administrative Agent’s consent to such Increase by signing the  enclosed copy of this letter in the space provided below.  Very truly yours,  JONES LANG LASALLE FINANCE B.V.  By ____________________________________  Name: _______________________________  Title: ________________________________  [NEW OR EXISTING LENDER INCREASING  REVOLVING CREDIT COMMITMENT OR  ADVANCING NEW TERM LOAN]  By ____________________________________  Name ________________________________  Title _________________________________  The undersigned hereby consents on this ___  day of ____________, ______ to the  above-requested Increase.  BANK OF MONTREAL,      As Administrative Agent  By _______________________________    Name __________________________    Title ___________________________   ________________________,    as Swingline Lender  By _______________________________    Name __________________________    Title ___________________________     





 






    EXHIBIT G    ASSIGNMENT AND ACCEPTANCE    Dated _____________, 20_____  This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the  Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified  in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2  below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and  obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4   Capitalized terms used but not defined herein shall have the meanings given to them in the Credit  Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is  hereby acknowledged by [the][each] Assignee.  The Standard Terms and Conditions set forth in  Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part  of this Assignment and Acceptance as if set forth herein in full.  For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to  [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably  purchases and assumes from [the Assignor][the respective Assignors], subject to and in  accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective  Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the  respective Assignors’] rights and obligations in [its capacity as a Lender][their respective  capacities as Lenders] under the Credit Agreement and any other documents or instruments  delivered pursuant thereto to the extent related to the amount and percentage interest identified  below of all of such outstanding rights and obligations of [the Assignor][the respective  Assignors] under the respective facilities identified below (including without limitation any letters  of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent  permitted to be assigned under applicable law, all claims, suits, causes of action and any other right  of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective  capacities as Lenders)] against any Person, whether known or unknown, arising under or in  connection with the Credit Agreement, any other documents or instruments delivered pursuant  thereto or the transactions governed thereby or in any way based on or related to any of the  foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory  claims and all other claims at law or in equity related to the rights and obligations sold and    1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from  a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose  the second bracketed language.  2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a  single Assignee, choose the first bracketed language.  If the assignment is to multiple Assignees, choose the  second bracketed language.  3 Select as appropriate.  4 Include bracketed language if there are either multiple Assignors or multiple Assignees.  





 






  G-2  assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any]  Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein  collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse  to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance,  without representation or warranty by [the][any] Assignor.  1. Assignor[s]: ________________________________   ________________________________  [Assignor [is] [is not] a Defaulting Lender]  2. Assignee[s]: ________________________________   ________________________________  [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]  3. Borrower(s): ________________________________  4. Administrative Agent: Bank of Montreal, as the administrative agent under the  Credit Agreement  5. Credit Agreement: Second Amended and Restated Credit Agreement dated as  of June 21, 2016 among Jones Lang LaSalle Finance B.V., the Lenders parties  thereto, Bank of Montreal, as Administrative Agent, and the other agents parties  thereto  





 






  G-3  6. Assigned Interest[s]:  ASSIGNOR[S]5 ASSIGNEE[S]6  FACILITY  ASSIGNMENT7  AGGREGATE  AMOUNT OF  REVOLVING  CREDIT  COMMITMENT/  LOANS FOR   ALL LENDERS8  AMOUNT OF REVOLVING  CREDIT COMMITMENT/  LOANS ASSIGNED9  PERCENTAGE ASSIGNED  OF REVOLVING CREDIT  COMMITMENT/  LOANS10     $ $ %     $ $ %     $ $ %   [7. Trade Date: ______________]11      5 List each Assignor, as appropriate.  6 List each Assignee, as appropriate.  7  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being  assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term Facility,” etc.).  8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made  between the Trade Date and the Effective Date.  9  Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitments/Loans of all Lenders  thereunder.  10  To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be  determined as of the Trade Date.      





 






  G-4  Effective Date: ________________, 20___ [To be inserted by Administrative Agent  and which shall be the effective date of recordation of transfer in the register therefor.]  The terms set forth in this Assignment and Acceptance are hereby agreed to:  ASSIGNOR[S]12  [NAME OF ASSIGNOR]  By: ____________________________________   Name: _______________________________   Title: ________________________________  [NAME OF ASSIGNOR]  By: ____________________________________   Name: _______________________________   Title: ________________________________  ASSIGNEE[S]13  [NAME OF ASSIGNEE]  By: ____________________________________   Name: _______________________________   Title: ________________________________  [NAME OF ASSIGNEE]  By: ____________________________________   Name: _______________________________   Title: ________________________________      12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if  applicable).  13 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if  applicable).  





 






  G-5  [Consented to and]14 Accepted:  BANK OF MONTREAL, as    Administrative Agent  By: _________________________________   Name: __________________________   Title: ___________________________  [Consented to:]15  [NAME OF RELEVANT PARTY]  By: _________________________________   Name: __________________________   Title: ___________________________      14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.  15 To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender, L/C Issuer) is  required by the terms of the Credit Agreement.    





 






     ANNEX 1  STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTIONACCEPTANCE  SECTION 1. REPRESENTATIONS AND WARRANTIES.   Section 1.1. Assignor[s].  [The][Each] Assignor (a) represents and warrants that (i) it is  the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned  Interest is free and clear of any lien, encumbrance or other adverse claim created by [the] [such]  Assignor, (iii) it has full power and authority, and has taken all action necessary, to execute and  deliver this Assignment and AssumptionAcceptance and to consummate the transactions  contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility  with respect to (i) any statements, warranties or representations made in or in connection with the  Credit Agreement or any other Credit Document, (ii) the execution, legality, validity,  enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral  thereunder, (iii) the financial condition of the Borrower, the Parent, any of their respective  Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document, or (iv)  the performance or observance by the Borrower, the Parent, any of their respective Subsidiaries or  Affiliates or any other Person of any of their respective obligations under any Credit Document.   Section 1.2. Assignee[s].  [The][Each] Assignee (a) represents and warrants that (i) it has  full power and authority, and has taken all action necessary, to execute and deliver this  Assignment and AssumptionAcceptance and to consummate the transactions contemplated hereby  and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an  assignee under Section 12.12(a) of the Credit Agreement (subject to such consents, if any, as may  be required under Section 12.12(a) of the Credit Agreement), (iii) from and after the Effective  Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to  the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender  thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented  by the Assigned Interest and either it, or the Person exercising discretion in making its decision to  acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a  copy of the Credit Agreement, and has received or has been accorded the opportunity to receive  copies of the most recent financial statements referred to in Section 5.4 thereof or delivered  pursuant to Section 7.6 thereof, as applicable, and such other documents and information as it  deems appropriate to make its own credit analysis and decision to enter into this Assignment and  Acceptance and to purchase [the][such] Assigned Interest, (vi) it has, independently and without  reliance upon the Administrative Agent, [the] [any] Assignor or any other Lender and based on  such documents and information as it has deemed appropriate, made its own credit analysis and  decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned  Interest, and (vii) attached to the Assignment and Acceptance is any documentation required to be  delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by  [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the  Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and  information as it shall deem appropriate at the time, continue to make its own credit decisions in  





 






  -2-  taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with  their terms all of the obligations which by the terms of the Credit Documents are required to be  performed by it as a Lender.  SECTION 2. PAYMENTS.  From and after the Effective Date, the Administrative Agent shall make all payments in  respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other  amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after  the Effective Date.  The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in  payments by the Administrative Agent for periods prior to the Effective Date or with respect to the  making of this assignment directly between themselves.  Notwithstanding the foregoing, the  Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in  kind from and after the Effective Date to [the][the relevant] Assignee.  SECTION 3. GENERAL PROVISIONS.  This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the  parties hereto and their respective successors and assigns.  This Assignment and Acceptance may  be executed in any number of counterparts, which together shall constitute one instrument.   Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by  telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and  Acceptance.  This Assignment and Acceptance shall be governed by, and construed in accordance  with, the law of the State of Illinois.    





 






      EXHIBIT H  FORM OF PRICING CERTIFICATE      To: Bank of Montreal, as Administrative Agent  Ladies and Gentlemen:  Reference is made to that certain Second Amended and Restated Multicurrency  Credit Agreement dated as of June 21, 2016, by and among Jones Lang LaSalle Finance  B.V., the Guarantors party thereto, the Lenders signatory thereto and Bank of Montreal, as  Administrative Agent (as amended, restated, amended and restated, extended,  supplemented or otherwise modified in writing from time to time, the “Agreement”; the  terms defined therein being used herein as therein defined).  The undersigned hereby certifies, solely in [his/her] capacity as the [insert title of  Responsible Officer] of the Parent and not in [his/her] individual capacity, that:    1. [He/She] is the duly elected [insert title of Responsible Officer] of the Parent,  and [he/she] is authorized to deliver this Pricing Certificate on behalf of the Parent;   2. Attached as Annex A hereto is a true and correct copy of the KPI Metrics  Report for the 20[__] calendar year;   3. The Sustainability Applicable Margin Adjustment in respect of the 20[__]  calendar year is [+][-][__] % per annum, calculated as set forth on Annex B hereto; and    4. Attached as Annex C hereto is a review report of the Greenhouse Gas Auditor  confirming that the Greenhouse Gas Auditor is not aware of any material modifications  that should be made to such computations referred to in the immediately preceding  paragraph 3 of this Pricing Certificate in order for them to be presented in all material  respects in conformity with the applicable reporting criteria.    The foregoing certifications are made and delivered this __ day of _____, 20__.  





 






  -2-    JONES LANG LASALLE INCORPORATED  By: ____________________________________    Name: _______________________________   Title: ________________________________        





 






    ANNEX B  SUSTAINABILITY APPLICABLE MARGIN ADJUSTMENT  The Sustainability Applicable Margin Adjustment for a given year is the sum of the  Greenhouse Gas Applicable Margin Adjustment and the Sustainability Certificate  Percentage Applicable Margin Adjustment, each as set forth in the below Sustainability  Adjustment Table and with reference to the KPI Metrics Report (see Annex A) and the  Sustainability Table (which appears in Schedule 1.01 to the Credit Agreement).   SUSTAINABILITY ADJUSTMENT TABLE           Greenhouse Gas    Sustainability Certificate  KPI Metric  Greenhouse Gas  Applicable  Margin  Adjustment  KPI Metric Sustainability  Certificate  Applicable  Margin  Adjustment  Level I Less than or  equal to Target    0.01% Greater than or  equal to Target  0.01%  Level II Greater than or  equal to Target  but less than  Threshold    0.00% Greater than or  equal to  Threshold but  less than Target  0.00%  Level III Greater than  Threshold    0.01% Less than  Threshold  0.01%  





 






      ANNEX C  REVIEW REPORT OF GREENHOUSE GAS AUDITOR  [See attached]  





 






      SCHEDULE 1  COMMITMENTS  NAME OF BANK REVOLVING CREDIT  COMMITMENT  LETTER OF CREDIT  COMMITMENT  Bank of Montreal $   270,000,000 $230,000,000  $25,000,000 $10,000,000  Bank of America, N.A. 270,000,000 $230,000,000  $25,000,000 $10,000,000  Barclays Bank plc 215,000,000   Wells Fargo Bank, N.A. $230,000,000 215,000,000  $10,000,000  National Westminster Bank plc 215,000,000   JPMorgan Chase Bank, National Association $230,000,000 215,000,000  $10,000,000  HSBC Bank USA, National Association $185,000,000 170,000,000  $10,000,000  HSBC BankContinental plcEurope $45,000,000   Fifth Third Bank 150,000,000   PNC Bank, National AssociationWestminster Bank plc 150,000,000 $160,000,000    Barclays Bank plc $160,000,000   U.S. Bank National Association 150,000,000 $160,000,000    Société Générale 65,000,000   Capital One, N.A.PNC Bank, National Association 65,000,000 $160,000,000    ING Bank N.V., Dublin Branch 65,000,000 $160,000,000    Fifth Third Bank $75,000,000   Capital One, N.A. $75,000,000   MUFG Bank, Ltd.  (f/k/a The Bank of Tokyo-Mitsubishi  UFJ, Ltd.), New York Branch  65,000,000 $75,000,000    Société Générale $75,000,000   





 






  -2-  NAME OF BANK REVOLVING CREDIT  COMMITMENT  LETTER OF CREDIT  COMMITMENT  Deutsche Bank AG New York Branch 65,000,000 $75,000,000    The Bank of New York MellonCitibank, N.A. 45,000,000 $75,000,000    Westpac Banking Corporation 45,000,000 $50,000,000    Australia and New Zealand Banking Group Limited Comerica Bank  45,000,000 $50,000,000    National Australia Bank Limited, A.B.N. 12 004 044 937 45,000,000 $50,000,000    Citibank, N.A.The Bank of New York Mellon 45,000,000 $50,000,000    Australia and New Zealand Banking Group Limited $50,000,000   Credit Suisse AG, Cayman Islands Branch 45,000,000   The Northern Trust Company 30,000,000 $50,000,000    Associated Bank National AssociationMorgan Stanley  Bank, N.A.  30,000,000 $50,000,000    Comerica Bank 30,000,000   TOTAL $2,750,000,000.00 $2,750,000,000  $50,000,000.00  





 






      SCHEDULE 1.3  EXISTING LETTERS OF CREDIT  NUMBER AMOUNT CURRENCY MATURITY  BMCH279687OS 13,850,000.00 USD 1-Jan-17  HACH122199OS 389,392.92 USD 31-Mar-17  HACH20375OS 165,000.0035,000.00 USD 31-Dec-1621  HACH636120 63612OS 970,560.00398,441.00 USD 1-Jan-1722  HACH91129OS 2,500,000.00 USD 15-Dec-16  HACH91142OS 339,986.25 USD 15-Dec-16  





 






      SCHEDULE 4.1  SUSTAINABILITY TABLE    KPI Metrics Description 2021 2022 2023 2024 2025  Greenhouse  Gas Metric  (tCO2e)  Target (≤) 54,366 50,762 47,157 43,553 39,949  Threshold  (>)    56,634 53,762 50,157 46,553 42,949  Sustainability  Certificate  Percentage  Target(≥) 46% 52% 57% 62% 68%  Threshold(<) 41% 46% 52% 57% 62%      





 






      SCHEDULE 5.2  GUARANTORS      NAME  JURISDICTION OF  INCORPORATION PERCENTAGE OWNERSHIP  Jones Lang LaSalle Incorporated Maryland N/A  Jones Lang LaSalle Americas, Inc. Maryland 100%  LaSalle Investment Management, Inc. Maryland 100%  Jones Lang LaSalle International, Inc. Delaware 100%  Jones Lang LaSalle Co-Investment, Inc. Maryland 100%  Jones Lang LaSalle Limited England 100%  Jones Lang LaSalle SE Germany 100%  Jones Lang LaSalle New England, LLC Delaware 100%  Jones Lang LaSalle Brokerage, Inc. Texas 100%  





 






      SCHEDULE 7.18  SUMMARY OF EXISTING INDEBTEDNESS (UNAUDITED)        BORROWER  DESCRIPTION OF  FACILITY  LOCAL  CURRENCY USD  JLL Australia Pty Limited Overdraft facility AUD 5.1 3.9  Jones Lang LaSalle Limited Overdraft facility HKD 36.0 4.6  Jones Lang LaSalle KK Overdraft facility JPY 242.2 2.3  LaSalle Investment Mgmt K.K. Overdraft facility JPY 111.1 1.1  Jones Lang LaSalle Real Estate Overdraft facility CAD 0.5 0.4  JLL Australia Pty Limited Bank guarantee facility AUD 6.7 5.2  Jones Lang LaSalle Multifamily Bank guarantee facility USD 5.9 5.9  Jones Lang LaSalle Sp zo.o Bank guarantee facility EUR 1.5 1.8  Orchid Insurance Limited Bank guarantee facility USD 6.9 6.9  Jones Lang LaSalle Property  Consultants Pte Limited  Bank guarantee facility SGD 1.2 0.9   Total Existing Indebtedness $33.1