exhibit101-jllq22022






  Amendment No. 3_w Signatures.docx  1627413  AMENDMENT NO. 3 TO CREDIT AGREEMENT  This AMENDMENT NO. 3 TO CREDIT AGREEMENT is dated as of June 16, 2022 (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, as amended by the Amendment No. 2 to Credit Agreement  dated as of April 14, 2021 (the “Credit Agreement”); and   B. The parties hereto wish to enter into certain amendments, supplements or other  modifications to the Credit Agreement pursuant to Section 9.6 and 12.13 of the Credit Agreement,  as 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. 3 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. 3 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, the Required Lenders, and the Administrative  Agent;   (b) The Administrative Agent shall have received certificates, executed by the  secretary or assistant secretary of the Borrower and 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); and   (c) The Administrative Agent shall have received a certificate, executed by a  Responsible Officer of the Parent, which shall certify that (i) as of the Amendment No. 3  Effective Date, no Default of Event of Default shall have occurred and be continuing and  (ii) since December 31, 2021, there has been no 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.   (d) The representations and warranties made pursuant to Article V of this  Amendment shall be true and complete in all material respects on and as of the Amendment  No. 3 Effective Date (or, in the case of any such representation or warranty already  qualified by materiality, in 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  (or, in the case of any such representation or warranty already qualified by materiality, in  all respects) as of such date with the same force and effect as if made on and as of such  date.  The Administrative Agent shall notify the Borrower and the Lenders of the Amendment  No. 3 Effective Date and such notice shall be conclusive and binding.  ARTICLE IV  EXISTING EUROCURRENCY LOANS   Section 4.1 Existing Eurocurrency Loans.  Notwithstanding anything herein or in  Annex I to the contrary, solely with respect to (a) any Eurocurrency Loan (as such term is used in  this Section 4.1, as defined in the Credit Agreement as in effect immediately prior to giving effect  to the provisions of this Amendment on the Amendment No. 3 Effective Date) denominated in  U.S. Dollars that is outstanding on the Amendment No. 3 Effective Date for which the current  Interest Period is or was set prior to the Amendment No. 3 Effective Date and (b) any retroactive  





 






- 3 -  margin, yield, fee or commission increases available to the Administrative Agent or the Lenders  pursuant to the terms of the Credit Documents as a result of any inaccuracy in any financial  statement or compliance certificate that, if corrected, would have led to the application of a higher  interest margin or yield with respect to any Eurocurrency Loan denominated in U.S. Dollars or  any higher fee or commission for any applicable period during which any such Eurocurrency Loan  was or is outstanding, in each case, the Existing Eurocurrency Related Definitions (as defined  below) and provisions in the Credit Documents with respect thereto (as in effect immediately prior  to giving effect to the provisions of this Amendment on the Amendment No. 3 Effective Date)  shall continue in effect solely for such purpose; provided that, with respect to any such  Eurocurrency Loan described in clause (a) of this Section 4.1, such Eurocurrency Loan shall only  continue in effect as a Eurocurrency Loan in accordance with its terms until the then-current  Interest Period for such Eurocurrency Loan has concluded (it being understood and agreed that (i)  at the end of such Interest Period for any such Eurocurrency Loan, the Borrower shall have the  option to convert all or any portion of any such Eurocurrency Loan to a Domestic Rate Loan or an  RFR Loan denominated in U.S. Dollars, subject to any applicable notice requirements set forth in  Section 1.6(a) of the Amended Credit Agreement, and (ii) if the Borrower fails to give notice  within the period required by Section 1.6(a) of the Amended Credit Agreement of any such  conversion of any such Eurocurrency Loan before the last day of such Interest Period and has not  notified the Administrative Agent within the period required by Section 1.9(a) of the Credit  Agreement that it intends to prepay such Eurocurrency Loan, such Eurocurrency Loan shall  automatically be converted into a Borrowing of RFR Loans denominated in U.S. Dollars with an  initial Interest Period of one (1) month.  As used herein, “Existing Eurocurrency Related Definition” means any term defined in the Credit  Agreement or any other Credit Document (or any partial definition thereof), in each case, as in  effect immediately prior to giving effect to the provisions of this Amendment on the Amendment  No. 3 Effective Date, however phrased, primarily relating to the determination, administration or  calculation of the Adjusted LIBOR.    ARTICLE V  REPRESENTATIONS AND WARRANTIES   Section 5.1  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. 3 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 immediately after giving effect to this Amendment, no  Default or Event of Default has occurred and is continuing.   (c) The execution and delivery by the Borrower and each Guarantor of this  Amendment and performance by the Borrower and each Guarantor of this Amendment and  





 






- 4 -  each other Credit Document to which it is party have been duly authorized by all necessary  corporate or other organizational action, and do not (i) contravene the terms of its  certificate or articles of incorporation or organization or any of its other applicable  constitutive documents, (ii) conflict with or result in any breach or contravention of, or  require the creation of any lien on any of the Properties or revenues of the Borrower or  such Guarantor under, (x) any material Contractual Obligation of or binding upon the  Borrower or such Guarantor or any of its Properties or (y) any order, injunction, writ or  decree of any Governmental Authority binding upon the Borrower or such Guarantor or  (iii) violate any applicable law.   (d) This Amendment has been duly executed and delivered by the Borrower  and each Guarantor, as applicable.  This Amendment constitutes a legal, valid, and binding  obligation of the Borrower and each Guarantor, as applicable, enforceable against the  Borrower or such Guarantor in accordance with its terms, except as such enforceability  may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium,  fraudulent conveyance, or other laws affecting creditors’ rights generally and by general  principles of equity (regardless of whether the application of such principles is considered  in a proceeding in equity or at law).  ARTICLE VI  MISCELLANEOUS PROVISIONS   Section 6.1 Ratification of and References to the Credit Agreement.  Except for the  amendments expressly set forth above, the Credit Agreement and each other Credit Document  shall remain in full force and effect and is hereby ratified, approved and confirmed in each and  every respect and this Amendment shall not be considered a novation.  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.  The execution, delivery and performance of this Amendment shall not  constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of  the Administrative Agent or any Lender or any other party under, the Credit Agreement or any of  the other Credit Documents.   Section 6.2 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 6.3 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.  





 






- 5 -   Section 6.4 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 6.5 Costs and Expenses.  The Borrower 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 6.6 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 6.7 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   Amendment No. 3 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/ Erik Bruijnesteijn   Name: Erik Bruijnesteijn   Title:Director  JONES LANG LASALLE INCORPORATED, as  Guarantor  By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Executive Vice President and Global  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 INTERNATIONAL, INC., as  Guarantor  By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan    Title: Interim President, Vice President and  Treasurer  





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  LASALLE INVESTMENT MANAGEMENT, INC., as  Guarantor  By: /s/ Michael J. Ricketts   Name: Michael J. Ricketts   Title: CFO        JONES LANG LASALLE AMERICAS, INC., as  Guarantor  By: /s/ Bryan J. Duncan   Name: Bryan J. Duncan   Title: Executive Vice Preseident, Treasurer  and Assistant Secretary  JONES LANG LASALLE LIMITED, as Guarantor  By: /s/ Stephanie Hyde   Name: Stephanie Hyde   Title: Director  JONES LANG LASALLE SE, as Guarantor  By: /s/ Konstantin Kortmann   Name: Dr. Konstantin Kortmann   Title: Managing Director      By: /s/ Martina Williams-Arnoldi   Name: Martina Williams-Arnoldi   Title: Managing Director        





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  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   Amendment No. 3 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/ Jonas L. Robinson   Name: Jonas L Robinson   Title: Director          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          BARCLAYS BANK PLC  By: /s/ Warren Veech III   Name: Warren Veech III   Title: Vice President          WELLS FARGO BANK, N.A.  By: /s/ Rosalie C. Hawley   Name: Rosalie C. Hawley   Title: Senior Vice President         





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  NATIONAL WESTMINISTER BANK PLC  By: /s/ Jonathan Eady   Name: Jonathan Eady   Title: Director          JPMORGAN CHASE BANK, NATIONAL  ASSOCIATION  By: /s/ Nora Skelton   Name: Nora Skelton   Title: Authorized Officer          HSBC CONTINENTAL EUROPE  By:/s/ Jean-Philippe Huguet   Name: Jean-Philippe Huguet   Title: Managing Director      By:/s/ Eric Beautheac   Name: Eric Beaoutheac   Title: Director        HSBC BANK USA, NATIONAL ASSOCIATION  By: /s/ Zachary Griffith   Name: Zachary Griffith   Title: Vice President     





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  FIFTH THIRD BANK   By: /s/ Walter Grote   Name: Walter Grote   Title: Officer          PNC BANK, NATIONAL ASSOCIATION  By: /s/ Steven Pachla   Name: Steven Pachla   Title: Vice President        U.S. BANK NATIONAL ASSOCIATION  By: /s/ Mary Ann Hawley   Name: Mary Ann Hawley   Title: Vice President        MUFG BANK, LTD. (formerly known as The Bank  of Tokyo-Mitsubishi UFJ, Ltd., New York  Branch)  By: /s/ Laura Edgerton   Name: Laura Edgerton   Title: Managing Director        SOCIÉTÉ GÉNÉRALE  By: /s/ Andrew Johnman   Name: Andrew Johnman   Title: Managing Director     





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  CAPITAL ONE, N.A.  By: /s/ David Dale   Name: David Dale   Title: Vice President        ING BANK N.V., DUBLIN BRANCH  By: /s/ Comac Langford   Name: Comac Langford   Title: Director      By: /s/ Sean Hassett   Name: Sean Hassett   Title: Director          DEUTSCHE BANK AG NEW YORK BRANCH  By: /s/ Ming K Chu   Name: Ming K Chu   Title: Director        THE BANK OF NEW YORK MELLON  By: /s/ Abdullah Dahman   Name: Abdullah Dahman   Title: Director     





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  WESTPAC BANKING CORPORATION  By: /s/ Daniel Sutton   Name: Daniel Sutton   Title: Tier II Attorney          NATIONAL AUSTRALIA BANK LIMITED,  A.B.N. 12 004 044 937  By: /s/ Henry Miller   Name: Henry Miller   Title: Director          CITIBANK, N.A.  By: /s/ Chris Hartzell   Name: Chris Hartzell   Title: Managing Director          THE NORTHERN TRUST COMPANY  By: /s/ Fiyaz Khan   Name: Fiyaz Khan   Title: Senior Vice President        MORGAN STANLEY BANK, N.A.  By: /s/ Jack Kuhns   Name: Jack Kuhns   Title: Authorized Signatory  





 






Signature Page to   Amendment No. 3 to   Jones Lang LaSalle B.V. Credit Agreement  COMERICA BANK  By: /s/ Brandon Kotcher   Name: Brandon Kotcher   Title: Vice President         





 






  ANNEX I  CONFORMED CREDIT AGREEMENT  





 






ANNEX I  20212022 Amended Credit Agreement 4817-0102-62734877-4668-1629 v137.docx  1627413        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  AND  AMENDMENT NO. 3   DATED AS OF JUNE 16,  2022    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.,  BOFA SECURITIES, INC.,  as  Joint Lead Arrangers,    BMO CAPITAL MARKETS CORP.,  BOFA SECURITIES, INC.,  HSBC SECURITIES (USA) INC.,  JPMORGAN CHASE BANK, N.A.  WELLS FARGO SECURITIES, LLC  as  Joint Book Runners    NATIONAL WESTMINSTER BANK PLC,   as  Sustainability Coordinator    





 






        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  PNC BANK, NATIONAL ASSOCIATION  ING BANK N.V., 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. ..........................................................................1516  Section 1.13. Commitment Terminations ..............................................................1617  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...........................................................................2021  Section 1.17. Cash Collateral for Fronting Exposure ................................................23  Section 1.18. Extension of Termination Date ............................................................24  Section 1.19. Sustainability Adjustments ..............................................................2526  SECTION 2. FEES ........................................................................................................2728  Section 2.1. Fees ..................................................................................................2728  SECTION 3. PLACE AND APPLICATION OF PAYMENTS ................................................2829  SECTION 4. DEFINITIONS; INTERPRETATION ..............................................................2930  Section 4.1. Definitions........................................................................................2930  Section 4.2. Interpretation ....................................................................................6770  Section 4.3. Change in Accounting Principles.....................................................6770  Section 4.4. Limited Condition Acquisition ........................................................6770  Section 4.5. Letter of Credit Amounts .................................................................6871  Section 4.6. Rates .................................................................................................6871  SECTION 5. REPRESENTATIONS AND WARRANTIES ....................................................6972  Section 5.1. Corporate Organization and Authority ............................................6972  





 






  -ii-  Section 5.2. Subsidiaries ......................................................................................7072  Section 5.3. Authority and Validity of Obligations .............................................7073  Section 5.4. Financial Statements ........................................................................7173  Section 5.5. No Litigation; Compliance with Laws .............................................7174  Section 5.6. Taxes ................................................................................................7174  Section 5.7. Approvals .........................................................................................7274  Section 5.8. ERISA ..............................................................................................7274  Section 5.9. Government Regulation ...................................................................7275  Section 5.10. Margin Stock ....................................................................................7275  Section 5.11. Licenses and Authorizations ............................................................7275  Section 5.12. Ownership of Property; Liens ..........................................................7375  Section 5.13. No Burdensome Restrictions; Compliance with Agreements .........7375  Section 5.14. Accuracy of Information ..................................................................7375  Section 5.15. Sanction Programs ...........................................................................7376  Section 5.16. Claims Pari Passu .............................................................................7476  SECTION 6. CONDITIONS PRECEDENT ........................................................................7476  Section 6.1. Initial Credit Event ...........................................................................7476  Section 6.2. All Credit Events..............................................................................7578  SECTION 7. COVENANTS ............................................................................................7679  Section 7.1. Corporate Existence; Subsidiaries ...................................................7679  Section 7.2. Maintenance .....................................................................................7679  Section 7.3. Taxes ................................................................................................7779  Section 7.4. ERISA ..............................................................................................7779  Section 7.5. Insurance ..........................................................................................7780  Section 7.6. Financial Reports and Other Information ........................................7780  Section 7.7. Lender Inspection Rights .................................................................7982  Section 7.8. Conduct of Business ........................................................................8082  Section 7.9. Liens .................................................................................................8082  Section 7.10. Use of Proceeds; Regulation U ........................................................8184  Section 7.11. [Reserved] ........................................................................................8184  Section 7.12. Mergers, Consolidations and Sales of Assets ..................................8284  Section 7.13. Use of Property and Facilities; Environmental and Health and Safety  Laws .................................................................................................8285  Section 7.14. Acquisitions .....................................................................................8285  Section 7.15. Net Cash Flow Leverage Ratio ........................................................8385  Section 7.16. Cash Interest Coverage Ratio...........................................................8386  Section 7.17. Dividends and Other Shareholder Distributions ..............................8386  Section 7.18. Indebtedness .....................................................................................8386  Section 7.19. Transactions with Affiliates .............................................................8487  Section 7.20. Compliance with Laws ....................................................................8487  Section 7.21. Additional Guarantors ......................................................................8587  Section 7.22. Compliance with Sanction Programs ...............................................8588  





 






  -iii-  SECTION 8. EVENTS OF DEFAULT AND REMEDIES .....................................................8688  Section 8.1. Events of Default .............................................................................8688  Section 8.2. Non-Bankruptcy Defaults ................................................................8890  Section 8.3. Bankruptcy Defaults ........................................................................8891  Section 8.4. Collateral for Undrawn Letters of Credit .........................................8891  Section 8.5. Application of Payments ..................................................................8992  Section 8.6. Notice of Default..............................................................................9093  Section 8.7. Expenses ..........................................................................................9093  SECTION 9. CHANGE IN CIRCUMSTANCES ..................................................................9093  Section 9.1. Change of Law .................................................................................9093  Section 9.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,  LIBOREurocurrency Rates and RFRs .............................................9194  Section 9.3. Increased Cost and Reduced Return ................................................9194  Section 9.4. Lending Offices ...............................................................................9396  Section 9.5. Discretion of Lender as to Manner of Funding ................................9396  Section 9.6. Effect of Benchmark Transition Event ............................................9396  SECTION 10. THE ADMINISTRATIVE AGENT ................................................................9698  Section 10.1. Appointment and Authorization of Administrative Agent ..............9698  Section 10.2. Administrative Agent and its Affiliates ...........................................9698  Section 10.3. Action by Administrative Agent ......................................................9699  Section 10.4. Consultation with Experts ................................................................9799  Section 10.5. Liability of Administrative Agent; Credit Decision ........................9799  Section 10.6. Indemnity .......................................................................................97100  Section 10.7. Resignation of Administrative Agent and Successor Agent ..........98100  Section 10.8. L/C Issuers and Swingline Lender. ................................................99101  Section 10.9. Authorization to Release Guaranties ...........................................100102  Section 10.10. Authorization of Administrative Agent to File Proofs of Claim .100102  Section 10.11. Designation of Additional Agents ...............................................101103  Section 10.12. Certain ERISA Matters ................................................................101103  Section 10.13. Swap Obligations and Bank Product Obligations Arrangements 103105  Section 10.14. Recovery of Erroneous Payments ................................................103105  SECTION 11. THE GUARANTEES ..............................................................................104106  Section 11.1. The Guarantees ............................................................................104106  Section 11.2. Guarantee Unconditional .............................................................104106  Section 11.3. Discharge Only Upon Payment in Full; Reinstatement in Certain  Circumstances ..............................................................................105107  Section 11.4. Waivers ........................................................................................106107  Section 11.5. Limit on Recovery .......................................................................106108  Section 11.6. Stay of Acceleration .....................................................................106108  Section 11.7. Benefit to Guarantors ...................................................................107108  Section 11.8. Guarantor Covenants ...................................................................107108  





 






  -iv-  Section 11.9 Release of Guarantors ..................................................................107109  SECTION 12. MISCELLANEOUS ................................................................................107109  Section 12.1. Taxes ............................................................................................107109  Section 12.2. No Waiver of Rights ....................................................................109111  Section 12.3. Non-Business Day .......................................................................109111  Section 12.4. Documentary Taxes .....................................................................109111  Section 12.5. Survival of Representations .........................................................109111  Section 12.6. Survival of Indemnities ................................................................109111  Section 12.7. Sharing of Set-Off ........................................................................110111  Section 12.8. Notices .........................................................................................110112  Section 12.9. Counterparts; Integration; Effectiveness ......................................112114  Section 12.10. Successors and Assigns................................................................113114  Section 12.11. Participants ...................................................................................113114  Section 12.12. Assignments .................................................................................114115  Section 12.13. Amendments ................................................................................117119  Section 12.14. Headings ......................................................................................118120  Section 12.15. Legal Fees, Other Costs and Indemnification ..............................119120  Section 12.16. Set Off ..........................................................................................120121  Section 12.17. Currency .......................................................................................120122  Section 12.18. Entire Agreement .........................................................................121122  Section 12.19. Governing Law ............................................................................121122  Section 12.20. Submission to Jurisdiction; Waiver of Jury Trial ........................121122  Section 12.21. Limitation of Liability..................................................................121123  Section 12.22. Confidentiality .............................................................................122123  Section 12.23. Severability of Provisions ............................................................122124  Section 12.24. Excess Interest .............................................................................122124  Section 12.25. Construction .................................................................................123125  Section 12.26. Lender’s and L/C Issuer’s Obligations Several ...........................123125  Section 12.27. No Advisory or Fiduciary Responsibility ....................................123125  Section 12.28. USA Patriot Act ...........................................................................124125  Section 12.29. Acknowledgement and Consent to Bail-In of EEA Financial Institutions ......................................................................................................124126  Section 12.30. Acknowledgement Regarding Any Supported QFCs ..................124126  Section 12.31. Amendment and Restatement ......................................................126127  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      Note: With the Exception of Schedule 4.1, Exhibits and Schedules have been omitted pursuant to  Item 601(a)(5) of Regulation S-K    





 






     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, Amendment No. 2 and Amendment No. 23), 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 (i) U.S. Dollars be  either Domestic Rate Loans or EurocurrencyRFR Loans.  All Revolving Loans denominated in an  Alternative Currency shall, (ii) Australian Dollars, Canadian Dollars, or Euros be Eurocurrency  Loans, and (iii) Sterling, Swiss Francs, or Yen be RFR 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 (for Swingline Loans bearing interest at the Quoted Rate) or 365 or 366  (for Swingline Loans bearing interest at the Domestic Rate) 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  





 






  -3-  undertaking of the Swingline Lender to make Swingline Loans shall be subject to all of the terms  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 voluntarily prepay  any Swingline Loan 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 prepaid  and accrued interest thereon to the date fixed for prepayment plus amounts owing under Section  





 






  -4-  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 law 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  Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or  expense which was not applicable on the Amendment No. 23 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  request of the Borrower, issue one or more Letters of Credit, in a form satisfactory to the  





 






  -5-  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 or RFR Loans, as applicable, denominated in ansuch 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  no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the  





 






  -6-  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; provided that if an 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 immediately 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  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  





 






  -7-  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  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  





 






  -8-  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.   (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  





 






  -9-  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 aan EurocurrencyRFR 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 itsthe Interest PeriodPayment Date of such  Loan and at maturity (whether by acceleration or otherwise).   (b) Eurocurrency Loans and RFR Loans.  Each of the Eurocurrency LoanLoans and RFR  Loans made or maintained by a Lender shall bear interest during each Interest Period itsuch Loan  is outstanding (computed on the basis of a year of 360 days and actual days elapsed, except for  Eurocurrency Loans denominated in PoundsAustralian Dollars, Canadian Dollars or Sterling  which shall be 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 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  LIBORin the case of (i) RFR Loans denominated in an Alternative Currency, the applicable  Adjusted Daily Simple RFR for such Interest Period,Currency, (ii) RFR Loans denominated in  U.S. Dollars, the Adjusted Term SOFR, and (iii) Eurocurrency Loans, the Adjusted Eurocurrency  Rate.  All interest accrued on any Eurocurrency Loan or RFR Loan shall be payable on the last day  of the Interest PeriodPayment Date of such Loan 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 RFR Loans or 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  





 






  -10-  Administrative Agent by no later than (i) 12:00 noon (Chicago time) at least fourfive (45) Business  Days before the date on which the Borrower requests the Lenders to advance a Borrowing of  EurocurrencyRFR Loans denominated in anany Alternative Currency, (ii) 12:00 noon (Chicago  time) at least three (3) U.S. Government Securities Business Days before the date on which the  Borrower requests the Lenders to advance a Borrowing of EurocurrencyRFR Loans denominated  in U.S. Dollars, (iii) 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, and  (iiiiv) 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 RFR Loans denominated in U.S. Dollars or Eurocurrency Loans, on the  last day of the Interest Period applicable thereto, the Borrower may continue part or all of such  Borrowing as RFR Loans denominated in U.S. Dollars or Eurocurrency Loans, as applicable, for  an Interest Period or Interest Periods specified by the Borrower or, if such EurocurrencyRFR Loan  is denominated in U.S. Dollars, convert part or all of such Borrowing into Domestic Rate Loans,  and (ii) if such Borrowing is of Domestic Rate Loans, on any Business Day, the Borrower may  convert all or part of such Borrowing into EurocurrencyRFR 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 EurocurrencyRFR Loans denominated in  U.S. Dollars or Eurocurrency Loans 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 (x) with  respect to any RFR Loan denominated in U.S. Dollars, 12:00 noon (Chicago time) at least three (3)  U.S. Government Securities 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, and (y) with respect to any Eurocurrency Loan,  12:00 noon (Chicago time) at least four (4) Business Days before the date of the requested  continuation.  Notices of the conversion of part or all of a Borrowing of Loans denominated in U.S.  Dollars into either Domestic Rate Loans or RFR 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 conversion.   Notwithstanding anything to the contrary herein, with respect to any Loan outstanding on the  Amendment No. 3 Effective Date that is subject to Article IV of Amendment No. 3, the Borrower  may convert part or all of such Loan into either Domestic Rate Loans or RFR Loans denominated  in U.S. Dollars by giving the Administrative Agent a notice of such conversion by no later than  12:00 noon (Chicago time) at least three (3) Business Days before the date of the requested  conversion  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  





 






  -11-  shall be a Business Day), the amount and currency 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 RFR Loans denominated in U.S. Dollars  or 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 RFR Loans or 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  by like means of the interest rate applicable to each Borrowing of RFR Loans and 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 EurocurrencyRFR Loans or notifies the Administrative Agent within the  period required by Section 1.9(a) hereof that it intends to prepay such Borrowing.  Any  outstanding Borrowing of RFR Loans denominated in an Alternative Currency shall, subject to the  penultimate sentence of Section 1.6(a), automatically be continued as a Borrowing of RFR Loans  in the same Alternative Currency for an additional Interest Period on the last day of its then current  Interest Period unless the Borrower 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 EurocurrencyRFR 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  intocontinued as a Borrowing of Domestic RateRFR Loans denominated in U.S. Dollars with an  Interest Period of one month, subject to Section 6.2 hereof, including the application of Section  6.21.4 hereof and of the restrictions contained in the definition of Interest Period.  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  





 






  -12-  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 RFR Loans or 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  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  





 






  -13-  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 EurocurrencyLoans  (other than Domestic Rate Loans or Swinglineand RFR Loans denominated in an Alternative  Currency), 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 dayBusiness Day of the calendar quarter in which  such Borrowing is advanced, continued, or created by conversion (or on the last dayBusiness Day  of the following quarter if such Loan is advanced, continued or created by conversion on the last  dayBusiness Day of a calendar quarter), (b) in the case of RFR Loans denominated in U.S. Dollars  and Eurocurrency Loans, 1, 3, 6 (subject to the availability for the interest rate applicable to the  relevant Currency), or, if available to and with the consent of all the Lenders, 2 or 12 months  thereafter, (c) in the case of RFR Loans denominated in any Alternative Currency, on the last  Business Day of the calendar month in which such Borrowing is advanced or continued (or on the  last Business Day of the following calendar month if such Loan is advanced or continued on the  last Business Day of a calendar month), and (cd) 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  Interest Period for a Borrowing of RFR Loans denominated in U.S. Dollars or  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 RFR  Loans denominated in U.S. Dollars or 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  





 






  -14-  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 EurocurrencyRFR 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 RFR Loans or  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, RFR 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  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.  





 






  -15-   (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  (the “Default Rate”):   (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 RFR Loan or 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, (i) 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, (ii) if such Loan is  an RFR Loan denominated in an Alternative Currency, at a rate per annum equal to the sum  of the Eurocurrencytwo percent (2%) plus the Adjusted Daily Simple RFR for such  Currency from time to time in effect plus the Applicable Margin for RFR Loans, or (iii) if  such Loan is a Eurocurrency Loan denominated in an Alternative Currency, at a rate per  annum equal to the sum of the Applicable Margin for Eurocurrency Loans, 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 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  





 






  -16-   (f) for any other amount owing hereunder not covered by clauses (a) through  (e) above, the sum of 2% plus the Applicable Margin for Domestic Rate Loans 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 and Interest  Payment Date 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 (iii) 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  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.  





 






  -17-   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 RFR  Loan, 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 aan RFR Loan,  Eurocurrency Loan, or Swingline Loan that bears interest based on the Quoted Rate  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 aan RFR Loan,  Eurocurrency Loan, or Swingline Loan, or to convert a Domestic Rate Loan into aan  EurocurrencyRFR 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  RFR Loan, 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  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  





 






  -18-  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,  such assignment will result in a reduction in such compensation or payments thereafter;   (iv) such assignment does not conflict with applicable law; and  





 






  -19-   (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 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),   (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  





 






  -20-  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.   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  





 






  -21-  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.  





 






  -22-   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  





 






  -23-  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.  





 






  -24-   (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).  





 






  -25-   (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  





 






  -26-  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 dollarU.S. 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 dollarU.S. 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.  





 






  -27-   (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 for the most recently ended calendar year 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 for any calendar  year 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  





 






  -28-  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).  





 






  -29-   (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.  





 






  -30-  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 RFR Loans  or Eurocurrency Loans, as applicable, 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  





 






  -31-  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 Daily Simple RFR” means, for any day (an “RFR Rate Day”), a rate per annum  equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or  calculated with respect to:   (a) Sterling, the greater of (i) the sum of (A) SONIA for the day (such day, a  “Sterling RFR Determination Day”) that is five (5) RFR Business Days prior to (I) if such  RFR Rate Day is an RFR Business Day, such RFR Rate Day or (II) if such RFR Rate Day  





 






  -32-  is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate  Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA  Administrator’s Website; provided that if by 5:00 p.m. (London time) on the second (2nd)  RFR Business Day immediately following any Sterling RFR Determination Day, SONIA  in respect of such Sterling RFR Determination Day has not been published on the SONIA  Administrator’s Website and a Benchmark Replacement Date with respect to the Adjusted  Daily Simple RFR for Sterling has not occurred, then SONIA for such Sterling RFR  Determination Day will be SONIA as published in respect of the first preceding RFR  Business Day for which such SONIA was published on the SONIA Administrator’s  Website; provided further that SONIA as determined pursuant to this proviso shall be  utilized for purposes of calculation of Adjusted Daily Simple RFR for no more than three  (3) consecutive RFR Rate Days and (B) the SONIA Adjustment and (ii) the Floor;   (b) Swiss Francs, the greater of (i) the sum of (A) SARON for the day (such  day, a “Swiss Francs RFR Determination Day”) that is five (5) RFR Business Days prior  to (I) if such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (II) if such  RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding  such RFR Rate Day, in each case, as such SARON is published by the SARON  Administrator on the SARON Administrator’s Website; provided that if by 5:00 p.m.  (Zurich time) on the second (2nd) RFR Business Day immediately following any Swiss  Francs RFR Determination Day, SARON in respect of such Swiss Francs RFR  Determination Day has not been published on the SARON Administrator’s Website and a  Benchmark Replacement Date with respect to the Adjusted Daily Simple RFR for Swiss  Francs has not occurred, then SARON for such Swiss Francs RFR Determination Day will  be SARON as published in respect of the first preceding RFR Business Day for which such  SARON was published on the SARON Administrator’s Website; provided further that  SARON as determined pursuant to this proviso shall be utilized for purposes of calculation  of Adjusted Daily Simple RFR for no more than three (3) consecutive RFR Rate Days and  (B) the SARON Adjustment and (ii) the Floor; and   (c) Yen, the greater of (i) the sum of (A) TONAR for the day (such day, a “Yen  RFR Determination Day”) that is five (5) RFR Business Days prior to (I) if such RFR Rate  Day is an RFR Business Day, such RFR Rate Day or (II) if such RFR Rate Day is not an  RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in  each case, as such TONAR is published by the TONAR Administrator on the TONAR  Administrator’s Website; provided that if by 5:00 p.m. (Tokyo time) on the second (2nd)  RFR Business Day immediately following any Yen RFR Determination Day, TONAR in  respect of such Yen RFR Determination Day has not been published on the TONAR  Administrator’s Website and a Benchmark Replacement Date with respect to the Adjusted  Daily Simple RFR for Yen has not occurred, then TONAR for such Yen RFR  Determination Day will be TONAR as published in respect of the first preceding RFR  Business Day for which such TONAR was published on the TONAR Administrator’s  Website; provided further that TONAR as determined pursuant to this proviso shall be  utilized for purposes of calculation of Adjusted Daily Simple RFR for no more than three  (3) consecutive RFR Rate Days and (B) the TONAR Adjustment and (ii) the Floor.  





 






  -33-  Any change in the Adjusted Daily Simple RFR due to a change in the applicable RFR shall  be effective from and including the effective date of such change in such RFR without notice to the  Borrower.  “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.  “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,Eurocurrency Rate” means, as to any Borrowing  denominated in Australian Dollars, Canadian Dollars, or Euros for any Interest Period, thean  interest rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth  





 






  -34-  of a percentage point) for deposits in U.S. Dollars or the relevant Alternativeequal to (a) the  Eurocurrency Rate for such 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  divided by (b) one minus the Eurocurrency Reserve Percentage.    “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).  “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 DAdjusted Term SOFR” means, for purposes of any calculation, the rate per annum  equal to the greater of: (a) the sum of (i) Term SOFR for such calculation plus (ii) 0.10% (10 basis  points) and (b) the Floor.  “Administrative Agent” means Bank of Montreal, in its capacity as administrative agent  under the Credit Documents, 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  





 






  -35-  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.  “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, Amendment No. 2 and Amendment No. 23 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,  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 either the Reuters Monitor Money  Rates Service (or any successor thereto or other service designated by the Administrative Agent)  reports a LIBOR oran 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 or there is a published RFR for such currency (or a Benchmark Replacement effected  pursuant to Section 9.6 with respect thereto); 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  





 






  -36-  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.  “Amendment No. 3” means that certain Amendment No. 3 to Credit Agreement, dated as of  June 16, 2022, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto  and the Administrative Agent.  “Amendment No. 3 Effective Date” shall have the meaning set forth in Amendment No. 3.  “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:            LEVEL    APPLICABLE MARGIN FOR  DOMESTIC RATE LOANS  AND REIMBURSEMENT  OBLIGATIONS    APPLICABLE MARGIN FOR  EUROCURRENCY LOANS LOANS, RFR 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. 2 Effective Date until the Pricing Date for the fiscal  quarter of the Parent ending March 31, 2021, the Borrower shall be in Level II.  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 RFR Loans, Eurocurrency Loans, Domestic Rate Loans and  Reimbursement Obligations be less than zero percent per annum.  





 






  -37-  “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.  “Australian Dollars” or “AUD” mean the lawful currency of Australia.  “Available Tenor” means, as of any date of determination and with respect to the  then--current Benchmark for any Currency, as applicable, (x) if such Benchmark is a term rate, any  tenor for such Benchmark (or component thereof) that is or may be used for determining the length  of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest  calculated with reference to such Benchmark, as applicable, (or component thereof) that is or may  be used for determining the length of an Interest Periodany frequency of making payments of  interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, 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 Resolution Authority in respect of any liability of an Affected Financial 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.  





 






  -38-  “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, Amendment No. 2 Effective Date and  Amendment No. 23 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  currencywith respect to any Obligations, interest, fees, commissions or other amounts  denominated in, or calculated with respect to, (a) U.S. Dollars, the Adjusted Term SOFR, (b)  Sterling, Swiss Francs or Yen, the Adjusted Daily Simple RFR applicable for such Currency, and  (c) Australian Dollars, Canadian Dollars or Euros, BBSY, CDOR, or EURIBOR, respectively;  provided that if a Benchmark Transition Event, a has occurred with respect to such Adjusted 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 , Adjusted Daily Simple RFR, BBSY, CDOR,  or EURIBOR, as applicable, or the then--current Benchmark for such Currency, then  “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other  amounts, 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;   (2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark  Replacement Adjustment;   (3)   “Benchmark Replacement” means, with respect to any Benchmark Transition Event for  any then-current Benchmark, 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-currentsuch  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  





 






  -39-  determining a benchmark rate as a replacement for the then-currentsuch 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),that, if 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 asas so determined pursuant to clause (1), (2) or (3) above  would be less than the Floor, thesuch 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 theany  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   (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 (ia) 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 (iib) any evolving or then--prevailing market  convention for determining a spread adjustment, or method for calculating or determining such  





 






  -40-  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) at such time.  “Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to  occur of the following events with respect to suchthe then--current Benchmark for any Currency:   (1a) in the case of clause (1a) or (2) of the definition of “Benchmark Transition  Event,”b) of the definition of “Benchmark Transition Event”, the later of (ai) the date of  the public statement or publication of information referenced therein and (bii) 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); or     (2b) 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) inc) of the case of a Term SOFR Event, the date that is 30 days after the date  a 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  





 






  -41-  notice of objection to such Early Opt-in Election from Lenders comprising the Required  Lendersdefinition of “Benchmark Transition Event”, the first date on which such  Benchmark (or the published component used in the calculation thereof) has been  determined and announced by the regulatory supervisor for the administrator of such  Benchmark (or such component thereof) to be non-representative; provided that such  non-representativeness will be determined by reference to the most recent statement or  publication referenced in such clause (c) and even if any Available Tenor of such  Benchmark (or such component thereof) continues to be provided on such date.  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 (1a) or (2b) 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 the then-current Benchmark for any  BenchmarkCurrency, the occurrence of one or more of the following events with respect to such  then-current Benchmark:   (1a) 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);   (2b) 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   (3c) 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  





 






  -42-  component thereof) are no longernot, or as of a specified future date will not be,  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 Transition Start Date” means, with respect to any Benchmark, in the case of a  Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and  (b) if such Benchmark Transition Event is a public statement or publication of information of a  prospective event, the 90th day prior to the expected date of such event as of such public statement  or publication of information (or if the expected date of such prospective event is fewer than 90  days after such statement or publication, the date of such statement or publication).  “Benchmark Unavailability Period” means, with respect to any then-current Benchmark  for any Currency, the period (if any) (xa) beginning at the time that a Benchmark Replacement  Date pursuant to clauses (1) or (2) of that definitionwith respect to such Benchmark has occurred  if, at such time, no Benchmark Replacement has replaced the then-currentsuch Benchmark for all  purposes hereunder and under any Credit Document in accordance with Section 9.6 and (yb)  ending at the time that a Benchmark Replacement has replaced the then-currentsuch 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  and Currency simultaneously 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, in the case of Eurocurrency Loans or SOFR Loans, having the same Interest Period.   Borrowings of Loans are made and maintained ratably from each of the Lenders under a Facility  





 






  -43-  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 or established pursuant to  Section 1.6(c) 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  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.  “Canadian Dollars” or “CAD” mean the lawful currency of Canada.  “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.  





 






  -44-  “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 Amendment 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, 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  





 






  -45-  amended from time to time, and any successor statute.  “Compliance Certificate” means a certificate in the form of Exhibit D hereto.  “Conforming Changes” means, with respect to either the use or administration of an initial  Benchmark or the use, administration, adoption or implementation of any Benchmark  Replacement, any technical, administrative or operational changes (including changes to the  definition of “Domestic Rate” (if applicable), the definition of “Business Day,” the definition of  “Eurocurrency Business Day,” the definition of “RFR Business Day,” the definition of “U.S.  Government Securities Business Day,” the definition of “Interest Period” and “Interest Payment  Date” or any similar or analogous definition (or the addition of a concept of “interest period”),  timing and frequency of determining rates and making payments of interest, timing of borrowing  requests or prepayment, conversion or continuation notices, the applicability and length of  lookback periods, the applicability of Section 1.12 and other technical, administrative or  operational matters) that the Administrative Agent decides may be appropriate to reflect the  adoption and implementation of any such rate or to permit the use and 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 any such rate 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).  “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  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  





 






  -46-  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,  Amendment No. 3, 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)Euros, 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, 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  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 discretionEurocurrency Rate for such Currency.  “Currencies” means U.S. Dollars and each Alternative Currency, and “Currency” means  any of such Currencies.  “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.  





 






  -47-  “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  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  





 






  -48-  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 per annum 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)Federal Funds Rate on such day, plus (B) 1/2 of 1%, and   (iii) the Adjusted Term SOFR Rate for a one-month tenor in effect on such day  plus 1.00%.  “Domestic Rate Loan” means a Loan bearing interest prior to maturity at a rate specified in  Section 1.4(a) hereof.  “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  





 






  -49-  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  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  





 






  -50-  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 ten (10) 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.  “Euro” and “€” mean the single currency of the Participating Member States.  “Eurocurrency Business Day” means, for Obligations, interest, fees, commissions or other  amounts denominated in, or calculated with respect to, (i) Euros, a TARGET Day, (ii) Australian  Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in  Melbourne, Australia; and (iii) Canadian Dollars, any day (other than a Saturday or Sunday) on  which banks are open for business in Toronto, Canada; provided, that for purposes of notice  requirements in Sections 1.6 and 1.9, in each case, such day is also a Business Day.  “Eurocurrency Loan” means a Loan bearingthat bears interest prior to maturity at thea rate  specified in Section 1.4(b) hereofbased on the Adjusted Eurocurrency Rate.    “Eurocurrency Reserve Percentage” is defined in the definition of “Adjusted LIBOR” in  this Section 4.1Rate” means, with respect to any Borrowing for any Interest Period denominated  in:   (i) Euros, the greater of (a) the rate per annum equal to the Euro Interbank Offered  Rate (“EURIBOR”) as administered by the European Money Markets Institute (or any other  Person that takes over the administration of such rate) for a period comparable in length to such  Interest Period (the “EURIBOR Rate”), at approximately 11:00 a.m. (Brussels time) two  Eurocurrency Business Days prior to the commencement of such Interest Period and (b) the Floor;   (ii) Australian Dollars, the greater of (a) the rate per annum equal to the Bank Bill  





 






  -51-  Swap Reference Bid Rate (“BBSY”), 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 and (b) the Floor; and  (iii) Canadian Dollars, the greater of (a) the rate per annum equal to the Canadian Dollar  Offered Rate (“CDOR”), as administered by Refinitiv Benchmarks Services (UK) Limited, or a  comparable or successor administrator approved by the Administrative Agent, for a period  comparable to the applicable Interest Period, at approximately 10:00 a.m. (Toronto, Canada time)  two (2) Eurocurrency Business Days prior to the commencement of such Interest Period (or such  other day and time as is generally treated as the rate fixing day and time by market practice in the  applicable interbank market, as determined by the Administrative Agent) and (b) the Floor.  “Eurocurrency Rate Borrowing” means, as to any Borrowing, the Eurocurrency Loans  comprising such Borrowing.  “Eurocurrency Reserve Percentage” means, for any day during any Interest Period, the  reserve percentage in effect on such day, whether or not applicable to any Lender, under  regulations issued from time to time by the FRB for determining the maximum reserve  requirement (including any emergency, special, supplemental or other marginal reserve  requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency  liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central  banking or financial regulatory authority imposed in respect of the maintenance of the  Commitments or the funding of the Loans.  The Adjusted Eurocurrency Rate for each outstanding  Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency  Reserve Percentage.  “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  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.  





 






  -52-  “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, for any day, the greater of (a) the rate calculated  by the NYFRB based on such day’s Federal funds transactions by depositary institutions (as  determined in such manner as the NYFRB shall set forth on its public website from time to time)  and published on the next succeeding Business Day by the NYFRB as the Federal funds effective  rate and (b) 0%.  “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 Ratea rate of interest equal to 0%.   “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  





 






  -53-  credit in the ordinary course of its business.  “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.  “GHG Protocol” means the World Business Council for Sustainable Development and  World Resources Institute’s (WRI) Greenhouse Gas Protocol a Corporate Accounting and  Reporting Standard, Revised Edition, as published March 2004 (available as of the Amendment  No. 3 Effective Date at  https://ghgprotocol.org/sites/default/files/standards/ghg-protocol-revised.pdf), together with such  updates thereto that are adopted by the Parent or its Subsidiaries from time to time, or such other  protocol for reporting standards applicable to the communication of material environmental, social  and governance information to shareholders and other investors, as the Borrower and the  Administrative Agent may agree.  “Global Office Portfolio” means all of the leased corporate office space occupied by the  Parent or any Subsidiary that the Parent identifies internally as under the Parent’s operational  control, and each such office, a “Global Office”.  “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]Achilles, 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  





 






  -54-  to such designation pursuant to this clause (a)(iii) within 5 Business Days after notice thereof  (setting forth in reasonable detail the basis for such objection), and (b) to the extent relevant to the  KPI Metrics, 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 not material, (ii) are consistent with then generally accepted industry standards or (iiiii) 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 (setting forth in reasonable detail the  basis for such objection)..   “Greenhouse Gas Metric” means, with respect to any calendar year, the total amount of  Scope 1 and Scope 2 greenhouse gas emissions from all of the Parent’s and its Subsidiaries’  locationsGlobal Office Portfolio for such calendar year, measured in metric tons of carbon dioxide  equivalent (tCO2e) of throughput, less any qualified emissions offsets of the Parent and its  Subsidiaries during such calendar year, in each case, with respect to the Global Office Portfolio  and as reported annually to the Administrative Agent by the Greenhouse Gas Auditor in the KPI  Metric Report for such calendar year attached to eachthe relevant Pricing Certificate.  The metric  tons of CO2e shall Qualified emissions offsets include any offsets used to calculate Scope 1 and  Scope 2 emissions for reporting emissions in the applicable annual KPI Metric Report, including  any offsets in which the Parent and/or any of its Subsidiaries has an interest as a result of  purchasing environmental attributes of projects other than those owned directly by the Parent  and/or any of its Subsidiaries.  “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.  “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.  “GRI Standards for Sustainability Reporting” means the Global Reporting Initiative  Sustainability Reporting Standards (2016) (or successor standards) published by the Global  Reporting Initiative.  “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  





 






  -55-  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  (including on the Amendment No. 1 Effective Date, Amendment No. 2 Effective Date and  Amendment No. 23 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,  





 






  -56-  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 20192020, from  Jones Lang LaSalle IP, Incthe Parent (other than changes (i) disclosed by the Parent to the  Administrative Agent prior to the Amendment No. 3 Effective Date or (ii) of the type  contemplated to be permitted by clause (b) of the definition of “Greenhouse Gas Auditor”, mutatis  mutandis).  “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 Payment Date” means (a) as to any RFR Loan denominated in any Alternative  Currency, the last Business Day of each calendar month and the Termination Date, (b) as to any  Domestic Rate Loan, the last Business Day of each calendar quarter and the Termination Date, and  (c) as to any RFR Loan denominated in U.S. Dollars or Eurocurrency Loan, the last day of each  Interest Period therefor and, in the case of any Interest Period of more than three (3) months’  duration, each day prior to the last day of such Interest Period that occurs at three-month intervals  after the first day of such Interest Period; provided, that each such three-month interval payment  day shall be the immediately succeeding Business Day if such day is not a Business Day, unless  such day is not a Business Day but is a day of the relevant month after which no further Business  Day occurs in such month, in which case such day shall be the immediately preceding Business  Day and the Termination Date.  “Interest Period” is defined in Section 1.7 hereof.  “ISDA Definitions” means the 2006 ISDA Definitions published by the International  





 






  -57-  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, with respect to any calendar year, each of the Greenhouse Gas  Metric and the Sustainability Certificate Percentage for such calendar year.  “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 fiscalcalendar  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, 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 L/C Sublimit is part of, and not in addition to, the Revolving Facility.  





 






  -58-  “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.  “LIBO Rate” is defined in Section 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,  





 






  -59-  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 or RFR 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 7.6(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  





 






  -60-  and its Restricted Subsidiaries at the end of such period.  “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 103% 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  





 






  -61-  evidencing the Swingline Lender’s Swingline Loans or Exhibit C-3 evidencing such Lender’s  Term Loans.  “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” is defined in Section 7.22(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.  “Participating Member State” means any member state of the European Union that has the  euro as its lawful currency in accordance with legislation of the European Union relating to  Economic and Monetary Union.  “PBGC” is defined in Section 5.8 hereof.  





 






  -62-  “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.  “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,    (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, 2021;   (b) impairment and other non-cash charges related to direct or indirect  investments in real estate or real estate related assets, including notes and other securities,  of the Parent and its Restricted Subsidiaries;   (c) non-cash charges arising from the impairment of goodwill or other  intangible assets;   (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  





 






  -63-  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. 23 and (ii) any amendment or  other modification of other Indebtedness and any other non-recurring fees,  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  





 






  -64-  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.  “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.  





 






  -65-  “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  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.  





 






  -66-  “Reimbursement Obligation” is defined in Section 1.3(c) hereof.  “Related Indemnitee” is defined in Section 12.15 hereof.  “Relevant Governmental Body” means (ia) with respect to Loansa Benchmark  Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated  in, or calculated with respect to, 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 (iib) with respect to a Benchmark Replacement in respect of LoansObligations,  interest, fees, commissions or other amounts denominated in, or calculated with respect to, any  other AgreedAlternative Currency, (a1) the central bank for the currencyCurrency in which such  Benchmark Replacement isObligations, interest, fees, commissions or other amounts are  denominated, or calculated with respect to, or any central bank or other supervisor which is  responsible for supervising either (1A) such Benchmark Replacement or (2) the administrator of  such Benchmark Replacement or (bB) the administrator of such Benchmark Replacement or (2)  any working group or committee officially endorsed or convened by (1A) the central bank for the  currencyCurrency in which such Benchmark Replacement isObligations, interest, fees,  commissions or other amounts are denominated, or calculated with respect to, (2B) any central  bank or other supervisor that is responsible for supervising either (Ai) such Benchmark  Replacement or (Bii) the administrator of such Benchmark Replacement, (3C) a group of those  central banks or other supervisors or (4D) 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.  “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.  





 






  -67-  “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 total Revolving  Credit Commitments of all Lenders 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.  “RFR” means, for any Obligations, interest, fees, commissions or other amounts  denominated in, or calculated with respect to, (a) U.S. Dollars, SOFR, (b) Sterling, SONIA, (c)  Yen, TONAR, and (d) Swiss Francs, SARON.    “RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such  Borrowing.  “RFR Business Day” means, for any Obligations, interest, fees, commissions or other  





 






  -68-  amounts denominated in, or calculated with respect to, (a) U.S. Dollars, any day except for (i) a  Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets  Association recommends that the fixed income departments of its members be closed for the entire  day for purposes of trading in United States government securities, (b) Sterling, any day except for  (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in  London, (c) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which  banks are closed for the settlement of payments and foreign exchange transactions in Zurich, and  (d) Yen, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for  general business in Japan; provided, that for purposes of notice requirements in Sections 1.6 and  1.9, in each case, such day is also a Business Day.   “RFR Loan” means a Loan that bears interest at a rate based on either the Adjusted Term  SOFR or Adjusted Daily Simple RFR, other than pursuant to clause (iii) of the definition of  “Domestic Rate”.   “RFR Rate Day” has the meaning specified in the definition of “Adjusted Daily Simple  RFR”.  “Sanction Programs” means all laws, regulations, Executive Orders Economic U.S.  Financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or  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 Amendment No. 3 Effective Date, the  Crimea, Donetsk and Luhansk regions of Ukraine, 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.  





 






  -69-  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.  “SARON” means a rate equal to the Swiss Average Rate Overnight as administered by the  SARON Administrator.  “SARON Adjustment” means a per annum percentage equal to -0.0571% (negative 5.71  basis points).  “SARON Administrator” means SIX Swiss Exchange AG (or any successor administrator  of the Swiss Average Rate Overnight).    “SARON Administrator’s Website” means SIX Swiss Exchange AG’s website, currently at  https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight  identified as such by the SARON Administrator from time to time.   “Scope 1” means, for any period, direct greenhouse gas emissions or equivalent CO2  emissions relating to natural gas, transport fuel and refrigerants (or other similar categories) and  stationary fuels consumption from the Global Office Portfolio, which shall be determined in  accordance with the GHG Protocol, and as disclosed in the Borrower’sapplicable KPI Metrics  Report [(Disclosure Number: GRI 305-1 A and GRI 305-1 C).  “Scope 2” means, for any period, indirect greenhouse gas emissions or equivalent CO2  emissions relating to purchased and estimated electricity and purchased chilled water refrigerants  (or other similar categories)consumption from the Global Office Portfolio, which shall be  determined in accordance with the GHG Protocol and assessed on its market-based reporting, as  disclosed in the Borrower’sapplicable 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.  “Set-Off” is defined in Section 12.7 hereof.  “SOFR” means, with respect to any Business Day, a rate per annum equal to the secured  overnight financing rate for such Business Day publishedas administered 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  





 






  -70-  overnight financing rate).    “SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such  Borrowing.  “SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR,  other than pursuant to clause (iii) of the definition of “Domestic Rate”.  “SONIA” means a rate equal to the Sterling Overnight Index Average as administered by  the SONIA Administrator.  “SONIA Adjustment” means a per annum percentage equal to 0.0326% (3.26 basis points).  “SONIA Administrator” means the Bank of England (or any successor administrator of the  Sterling Overnight Index Average).   “SONIA Administrator’s Website” means the NYFRBBank of England’s Websitewebsite,  currently at http://www.newyorkfed.org, http://www.bankofengland.co.uk, or any successor  source for the secured overnight financing rateSterling Overnight Index Average identified as such  by the SOFRSONIA Administrator from time to time.   “Sterling” or “£” mean the lawful currency of the United Kingdom.  “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 Applicable 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.  





 






  -71-  “Sustainability Certificate Eligible Locations” means each location owned or leased by  the Parent or any Subsidiary, with respect to any calendar year, each Global Office consisting of  greater than 10,000 square feet of rentable area.  “Sustainability Certificate Percentage” means, with respect to any calendar year, the  percentage obtained by dividing (a) the aggregate number of Sustainability Certificate Eligible  Locations that have received a Sustainability Certificate atas of the end of such timecalendar year  by (b) the aggregate number of Sustainability Certificate Eligible Locations at such time.  “Sustainability Certificate Percentage Applicable Margin Adjustment Amount” means,  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 StandardStandards 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  





 






  -72-  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  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.  “Swiss Franc” or “CHF” mean the lawful currency of Switzerland.  “TARGET Settlement Day2” means any day on which the Trans-European Automated  Real-Timetime Gross Settlement Express Transfer (TARGET) System is openpayment system  which utilizes a single shared platform and which was launched on November 19, 2007.  “TARGET Day” means any day on which TARGET2 is open for the settlement of  payments in Euros.  “Term Loan Facility” means each credit facility for making Term Loans, if any; and  “Term Loan Facilities” means all Term Loan Facilities.  “Term Loan Percentage” means, for each Lender, on or prior to the effective date of any  Increase, the percentage of the total commitments of all Lenders to make Term Loans represented  by such Lender’s commitment to make Term Loans or, thereafter, the percentage of the aggregate  principal amount of all Term Loans then outstanding held by such Lender.  “Term Loans” means and includes each Term Loan advanced pursuant to Section 1.15  hereof.  





 






  -73-    “Term SOFR” means,    (a) for the applicable Corresponding Tenor as ofany calculation with respect to  a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable  Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that  is two (2) U.S. Government Securities Business Days prior to the first day of such Interest  Period, as such rate is published by the Term SOFR Administrator; provided, however, that  if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day  the Term SOFR Reference Rate for the applicable Reference Time, the forward-looking  term rate based on SOFR thattenor has not been selected or recommendedpublished 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  SOFRTerm SOFR Administrator and a Benchmark Replacement Date with respect to the  Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR  Reference Rate for such tenor as published by the Term SOFR Administrator on the first  preceding U.S. Government Securities Business Day for which such Term SOFR  Reference Rate for such tenor was published by the Term SOFR Administrator so long as  such first preceding U.S. Government Securities Business Day is not more than three (3)  U.S. Government Securities Business Days prior to such Periodic Term SOFR  Determination Day, and   (b) for any calculation with respect to a Domestic Rate Loan on any day, the  Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Domestic  Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities  Business Days prior to such day, as such rate is published by the Term SOFR  Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any  Domestic Rate Term SOFR Determination Day the Term SOFR Reference Rate for the  applicable tenor has not been published by the Term SOFR Administrator and a  Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not  occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as  published by the Term SOFR Administrator on the first preceding U.S. Government  Securities Business Day for which such Term SOFR Reference Rate for such tenor was  published by the Term SOFR Administrator so long as such first preceding U.S.  Government Securities Business Day is not more than three (3) U.S. Government  Securities Business Days prior to such Domestic Rate Term SOFR Determination Day.    “Term SOFR NoticeAdministrator” means a notificationCME Group Benchmark  





 






  -74-  Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate  selected by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term  SOFR Eventin its reasonable discretion).  “Term SOFR Reference Rate” means  the forward-looking term rate based on SOFR.  “Termination Date” means the Initial Termination Date, the First Extended Termination  Date or the Second Extended Termination Date, as the case may be.  “TONAR” means a rate equal to the Tokyo Overnight Average Rate as administered by the  TONAR Administrator.  “TONAR Adjustment” means a per annum percentage equal to -0.02923% (negative 2.923  basis points).  “TONAR Administrator” means the Bank of Japan (or any successor administrator of the  Tokyo Overnight Average Rate).   “TONAR Administrator’s Website” means the Bank of Japan’s website, currently at  http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified as  such by the TONAR Administrator from time to time.  “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  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, (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  





 






  -75-  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.  “United States” and “U.S.” mean the United States of America.  “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  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.  





 






  -76-  “U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a  Sunday or (c) a day on which the Securities Industry and Financial Markets Association  recommends that the fixed income departments of its members be closed for the entire day for  purposes of trading in United States government securities.  “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  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.  “Yen” or “¥” mean the lawful currency of Japan.   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  





 






  -77-  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  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  





 






  -78-  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  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  





 






  -79-  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(a) the continuation of, administration of, submission of, calculation of  or any other matter related to the LIBODomestic Rate, any Adjusted Term SOFR, any Adjusted  Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate, or any other  Benchmark, or any component definition thereof or rates referred to in the definition of “Adjusted  LIBO” or with respect tothereof, or any alternative or, successor, or replacement 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 (including any Benchmark Replacement), 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, Domestic Rate, Adjusted Term SOFR, any  Adjusted Daily Simple RFR, the Eurocurrency Rate, the Adjusted Eurocurrency Rate, such  Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect,  implementation or composition of any Conforming Changes.  The Administrative Agent and its  affiliates or other related entities may engage in transactions that affect the calculation of the  Domestic Rate or a Benchmark, any alternative, successor, or replacement rate (including any  Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to  the Borrower.  The Administrative Agent may select information sources or services in its  reasonable discretion to ascertain the Domestic Rate, any Benchmark, any component definition  thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this  Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity  for damages of any kind, including direct or indirect, special, punitive, incidental or consequential  damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in  equity), for any error or calculation of any such rate (or component thereof) provided by any such  information source or service.  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  





 






  -80-  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  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 the Amendment  No. 23 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  





 






  -81-  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  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, 20202021, 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, 20202021, there has been no 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. 23 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  





 






  -82-  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 LoanCredit Documents, nor any transaction to be carried out in connection with any  transaction 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  





 






  -83-  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  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. 23 Effective Date, the information included in the  





 






  -84-  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.  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);  





 






  -85-   (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  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  





 






  -86-  form acceptable to the applicable L/C Issuer;   (b) In 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 (or, in the case of any  such representation or warranty already qualified by materiality, in 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 (or, in the case of any such representation or  warranty already qualified by materiality, 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 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  





 






  -87-  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.   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.  





 






  -88-   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  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.  





 






  -89-  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  12.8, (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.   (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 fiscalcalendar 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)).  





 






  -90-   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  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, similar, ancillary, supportive,  synergetic, complementary, or incidental thereto or reasonable extensions thereof (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  





 






  -91-  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;   (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,  





 






  -92-  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].   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.   The Parent will, and will cause each of its Subsidiaries to, comply in all material respects with the  





 






  -93-  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.   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.  





 






  -94-   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  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 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) 10% 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, (b) 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  





 






  -95-  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.      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. 23 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.    





 






  -96-   (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  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 and in the Currency required  hereunder or (y) for a period of five (5) Business Days in the payment when due of interest  or of any other Obligation and in the Currency required hereunder;   (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  





 






  -97-  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  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  





 






  -98-  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;    (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  





 






  -99-  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.   (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  





 






  -100-  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;   (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  





 






  -101-  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 RFR 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 or RFR Loans, as applicable, in the  affected Currency or Currencies under this Agreement shall terminate until it is no longer unlawful  for such Lender to make or maintain Eurocurrency Loans or RFR Loans, as applicable, in the  relevant Currency.  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 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 PeriodPayment Date 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,  LIBOREurocurrency Rates and RFRs.  (a) Subject to Section 9.6, if on or prior to the first day of  any Interest Period for any Borrowing of Eurocurrency Loans or RFR Loans:   (i) solely with respect to any Eurocurrency Loan, the Administrative Agent  determines that deposits in U.S. Dollars or the applicable Alternative Currency (in the  applicable amounts) are not being offered to itbanks in the eurocurrencyapplicable  offshore interbank market with respect to such Alternative Currency for such Interest  Period, or that by reason of circumstances affecting the interbank eurocurrency market  with respect to such Alternative Currency adequate and reasonable means do not exist for  ascertaining the applicable LIBOR, orEurocurrency Rate for such Alternative Currency,   (ii  





 






  -102-   (ii) the Administrative Agent determines that the Adjusted Term SOFR or  Adjusted Daily Simple RFR, as applicable, for the applicable Currency for such Interest  Period cannot be determined pursuant to the definition thereof, or   (iii) the Required Lenders reasonably determine and so advise the  Administrative Agent that (ix) LIBORAdjusted Term SOFR, any Adjusted Daily Simple  RFR, or the Eurocurrency Rate, as applicable, as reasonably determined by the  Administrative Agent will not adequately and fairly reflect the cost to such Lenders of  fundingmaking or maintaining their RFR Loans or Eurocurrency Loans, as applicable,  with respect to the applicable Currency for such Interest Period or (iiy) that the making or  fundingmaintaining of RFR Loans or Eurocurrency Loans, as applicable, 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 RFR Loans or  Eurocurrency Loans, as applicable, in the currencyCurrency so affected shall be suspended;  provided that such suspension shall have no effect on any RFR Loans or Eurocurrency Loan then  outstanding.    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, with respect to any Eurocurrency Loan, 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  





 






  -103-  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  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  





 






  -104-  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  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 relating to Eurocurrency  Loans shall be made as if each Lender had actually funded and maintained each of its  Eurocurrency LoanLoans 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 LIBORthe Adjusted Eurocurrency  Rate for such Currency 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, ifupon the occurrence of 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 inwith respect of suchto any Benchmark setting and subsequent Benchmark settings  without any amendment to, or further action or consent of any other party to,, the Administrative  Agent and the Borrower may amend this Agreement or any other Credit Document and (y) ifto  replace such Benchmark with 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.  Any such amendment with respect of anyto a Benchmark settingTransition  Event will become effective at or after 5:00 p.m. (ChicagoNew York City time) on the fifth (5th)  Business Day after the date notice of such Benchmark Replacement is providedAdministrative  Agent has posted such proposed amendment to theall affected Lenders without any amendment to,  or further action or consent of any other party to, this Agreement or any other Credit Documentand  the Borrower so long as the Administrative Agent has not received, by such time, written notice of  objection to such Benchmark Replacementamendment from Lenders comprising the Required  Lenders.  No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section  





 






  -105-  9.6(a) will occur prior to the applicable Benchmark Transition Start Date.   (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  unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR  Notice.     (cb) In connection with the use, administration, adoption or 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.   (dc) The Administrative Agent will promptly notify the Borrower and the Lenders of (i)  the implementation of any occurrence of a Benchmark Transition Event, Term SOFR Event or  Early Opt-in Election, as applicable, and its related Benchmark Replacement Date,and (ii) the  implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark  Replacement Conforming Changes, in connection with the use, administration, adoption or  implementation of a Benchmark Replacement.  The Administrative Agent will notify the  Borrower of (ivx) the removal or reinstatement of any tenor of a Benchmark pursuant to  clauseSection 9.6(ed) below and (vy) 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.   (ed) 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  theany then--current Benchmark is a term rate (including Term SOFREURIBOR, BBSY, or  LIBORCDOR) 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 not or will not be no longer representative, then the Administrative  





 






  -106-  Agent may modify the definition of “Interest Period” and “Interest Payment Date” (or any similar  or analogous definition) 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 not or will no longernot be representative for a Benchmark (including a Benchmark  Replacement), then the Administrative Agent may modify the definition of “Interest Period” or  “Interest Payment Date” (or any similar or analogous definition) for all Benchmark settings at or  after such time to reinstate such previously removed tenor.   (fe) Upon the Borrower’s receipt of notice of the commencement of a Benchmark  Unavailability Period forwith respect to a given Benchmark, (i) U.S. Dollars, the Borrower may  revoke any pending request for a borrowingthe affected Borrowing of, conversion to or  continuation of U.S. Dollar Eurocurrencythe affected Loans to be made, converted or continued  during any such Benchmark Unavailability Period denominated in the applicable Currency and,  failing that, (A) in the case of any request for any affected RFR Borrowing in U.S. Dollars, if  applicable, the Borrower will be deemed to have converted any such request into a request for a  Domestic Rate Borrowing of or conversion to Domestic Rate Loans and (ii) any Agreed Currency  other than U.S. Dollars, the obligation of the Lenders to make or maintain Loans in such Agreedin  the amount specified therein and (B) in the case of any request for any affected Borrowing in an  Alternative Currency, if applicable, then such request 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 anyineffective and (ii)(A)  any outstanding affected RFR Loans denominated in U.S. Dollars, if applicable, will be deemed to  have been converted into Domestic Rate Loans immediately and (B) any outstanding affected   Loans denominated in an Alternative Currency, at the Borrower’s election, shall either (I) be  converted into Domestic Rate Loans denominated in U.S. Dollars (in an amount equal to the U.S.  Dollar Equivalent of such Alternative Currency) immediately or, in the case of Eurocurrency  Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the  case of Eurocurrency Loans, at the end of the applicable Interest Period; provided that, with  respect to any RFR Loan, if no election is made by the Borrower by the date that is three (3)  Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have  elected clause (I) above; provided, further that, with respect to any Eurocurrency Loan, if no  election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after  receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the  applicable Eurocurrency Loan, the Borrower shall be deemed to have elected clause (I) above.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the  amount so prepaid or converted, together with any additional amounts required pursuant to Section  1.12.  During a Benchmark Unavailability Period for U.S. Dollarswith respect to any Benchmark  or at any time that a tenor for theany then-current Benchmark for U.S. Dollars is not an Available  Tenor, the component of Domestic Rate based upon the then-current Benchmark that is the subject  of such Benchmark Unavailability Period 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  





 






  -107-  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  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  





 






  -108-  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  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  





 






  -109-  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.   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.  





 






  -110-   (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  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  





 






  -111-  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:   (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;  





 






  -112-  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, 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  (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  





 






  -113-  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 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 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).   (c) The Administrative Agent hereby informs the Lenders that it is not undertaking to  provide 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  





 






  -114-  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.   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  





 






  -115-  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  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  





 






  -116-  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  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  





 






  -117-  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  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  





 






  -118-  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  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  





 






  -119-  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  (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  





 






  -120-  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  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  





 






  -121-  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  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  





 






  -122-  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  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  





 






  -123-  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  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 Credit Documents.  The words “execution,” “signed,”  “signature,” and words of like import in this 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  





 






  -124-  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  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.  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.  





 






  -125-   (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 ten (10) 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.  





 






  -126-   (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.  





 






  -127-   (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.  Subject 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  





 






  -128-  (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 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) change Section 3.1(a) in a manner that would alter the pro rata sharing of  payments required thereby without the written consent of each Lender directly and  adversely affected thereby;   (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  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,  





 






  -129-  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 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 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 of such Indemnitee’s or its Related Indemnitee’s  





 






  -130-  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  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  





 






  -131-  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.   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  





 






  -132-  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, (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 LoanCredit 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 LoanCredit 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  necessary so that they will not render this Agreement or the other Credit Documents invalid or  unenforceable.  





 






  -133-   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  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  





 






  -134-  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 Affected 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 the  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  applicable Resolution Authority to any such liabilities arising hereunder that may be  payable to it by any party hereto that is an Affected Financial Institution; and   (b) the effects of any Bail-In Action on any such liability, including, if  applicable:   (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  





 






  -135-  instruments of ownership in such Affected 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 the 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.   (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.  





 






  -136-  “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  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  





 






  -137-  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 _________________________________      





 






      SCHEDULE 4.1  SUSTAINABILITY TABLE    KPI Metrics Description 2021 2022 2023 2024 2025  Greenhouse  Gas Metric  (tCO2e)  Target (≤) 54,366 11,933  50,762 11,121  47,157 9,807  43,553 8,493  39,949 7,179  Threshold  (>)    56,634 12,431  53,762 11,778  50,157 10,430  46,553 9,077  42,949 7,718  Sustainability  Certificate  Percentage  Target(≥) 46% 52% 57% 62% 68%  Threshold(<) 41% 46% 52% 57% 62%