Illinois Sample Contracts

Alaia Market Linked Trust – Consent of Independent Registered Public Accounting Firm (February 22nd, 2018)

We have issued our report dated February 22, 2018, with respect to the financial statement of Alaia Market Linked Trust Series 5-1, comprising the Fundstrat Core Alpha Portfolio, contained in Amendment No. 3 to the Registration Statement on Form S-6 (File No. 333-217458) and related Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Independent Registered Public Accounting Firm".

Drive Auto Receivables Trust 2018-1 – PURCHASE AGREEMENT Dated as of February 21, 2018 Between SANTANDER CONSUMER USA INC., as Seller and SANTANDER DRIVE AUTO RECEIVABLES LLC, as Purchaser (February 22nd, 2018)

THIS PURCHASE AGREEMENT is made and entered into as of February 21, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) by SANTANDER CONSUMER USA INC., an Illinois corporation (Santander Consumer), and SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company (the Purchaser).

First Amendment to Employment Agreement (February 22nd, 2018)

This First Amendment to Employment Agreement by and between SP Plus Corporation, a Delaware corporation with its corporate office in Chicago, Illinois (the "Company"), and Rob Toy, an individual, (the "Executive") is executed this November 17, 2014 and is effective January 1, 2015.

Idex Corporation Stock Option Agreement (February 22nd, 2018)

This Option will vest and may be exercised in accordance with the following schedule: 25% of the shares subject to the Option will be vested on the first anniversary of the Grant Date, and 25% shall vest on the date of each anniversary thereafter, with full vesting on the fourth anniversary of the Grant Date.

IDEX CORPORATION PERFORMANCE SHARE Unit Award Agreement - Stock Settled (February 22nd, 2018)

Effective on the Grant Date, you have been granted Performance Share Units (the "Performance Units") providing you the entitlement to receive a share of IDEX Corporation (the "Company" or "IDEX") Common Stock for each Performance Unit that is earned and vested, in accordance with the provisions of this Agreement and the provisions of the IDEX Corporation Incentive Award Plan, as Amended and Restated effective April 8, 2015 (the "Plan"), which is incorporated herein by this reference and made a part of this Agreement.

MFRI, Inc. – Fourth Amended and Restated By-Laws of Perma-Pipe International Holdings, Inc. (February 22nd, 2018)
Zebra Technologies – RECEIVABLES FINANCING AGREEMENT Dated as of December 1, 2017 by and Among ZEBRA TECHNOLOGIES RSC, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, (February 22nd, 2018)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of December 1, 2017 by and among the following parties:

Amended and Restated Employment Agreement (February 22nd, 2018)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of February 22, 2018, is between IDEX Corporation, a Delaware corporation with its executive offices at 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045-4824 (the "Corporation"), IDEX Service Corporation, a Delaware corporation with its headquarters at 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045 (the "Company"), and Andrew K. Silvernail, an individual (the "Executive") and supersedes in its entirety that certain Employment Agreement dated as of November 8, 2015.

Drive Auto Receivables Trust 2018-1 – SALE AND SERVICING AGREEMENT by and Among DRIVE AUTO RECEIVABLES TRUST 2018-1, as Issuer SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER CONSUMER USA INC., as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of February 21, 2018 (February 22nd, 2018)

SALE AND SERVICING AGREEMENT, dated as of February 21, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), by and among DRIVE AUTO RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the Issuer), SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller (the Seller), SANTANDER CONSUMER USA INC., an Illinois corporation (Santander Consumer), as servicer (in such capacity, the Servicer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the Indenture Trustee).

JMP Group – Contract (February 22nd, 2018)
Zebra Technologies – THREE OVERLOOK POINT LINCOLNSHIRE CORPORATE CENTER OFFICE LEASE BETWEEN THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY LANDLORD AND ZEBRA TECHNOLOGIES CORPORATION TENANT Lease Reference Date: November 14, 2013 (February 22nd, 2018)
Drive Auto Receivables Trust 2018-1 – ADMINISTRATION AGREEMENT Between DRIVE AUTO RECEIVABLES TRUST 2018-1, as Issuer, SANTANDER CONSUMER USA INC., as Administrator and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of February 21, 2018 (February 22nd, 2018)

THIS ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) dated as of February 21, 2018, is between DRIVE AUTO RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the Issuer), SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (Santander Consumer or the Administrator), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the Indenture Trustee). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of February 21, 2018 (the Sale and Servicing Agreement) by and between Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and the Indenture Trustee.

Amendment to Employment Agreement (February 22nd, 2018)

This Amendment to Employment Agreement (the "Amendment"), dated as of September 19, 2017 (the "Effective Date") is entered into by and between GGP Inc., a Delaware corporation (the "Company" or "GGP"), and Sandeep Mathrani (the "Executive").

MFRI, Inc. – Amendments to the Third Amended and Restated By-Laws of Perma-Pipe International Holdings, Inc. (February 22nd, 2018)
Indemnity Agreement (February 22nd, 2018)

This Indemnity Agreement (the "Agreement") is made as of the _______ day of ______, 20__, by and between IDEX CORPORATION, a Delaware corporation having an office at 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045 (the "Corporation"), and [NAME], a director of the Corporation having an address at ______________________, _________________________________________________________________ ("Indemnitee").

Drive Auto Receivables Trust 2018-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT DRIVE AUTO RECEIVABLES TRUST 2018-1, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of February 21, 2018 (February 22nd, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of February 21, 2018 (this Agreement), by and between Drive Auto Receivables Trust 2018-1, a Delaware statutory trust (the Issuer), Santander Consumer USA Inc., an Illinois corporation (SC, and in its capacity as sponsor, the Sponsor, and in its capacity as servicer, the Servicer), and Clayton Fixed Income Services LLC, a Delaware limited liability company (Clayton, and in its capacity as asset representations reviewer, the Asset Representations Reviewer).

First Amendment to Amended and Restated Master Lease and Security Agreement (February 22nd, 2018)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (this "Amendment") is made as of January 10, 2018, but effective as of November 1, 2017 (the "Effective Date"), by and among (i) HCP - AM/Colorado, LLC, a Delaware limited liability company, HCP - AM/Illinois, LLC, a Delaware limited liability company, HCP - AM/Tennessee, LLC, a Delaware limited liability company, HCP Brofin Properties, LLC, a Delaware limited liability company, HCP Cy-Fair, LLC, a Delaware limited liability company, HCP Eden2 A Pack, LLC, a Delaware limited liability company, HCP Eden2 B Pack, LLC, a Delaware limited liability company, HCP Emfin Properties, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Friendswood, LLC, a Delaware limited liability company, HCP HB2 Sakonnet Bay Manor, LLC, a Delaware limited liability company, HCP HB2 South Bay Manor, LLC, a Delaware limited liability company, HCP Jacksonville, LLC, a Delaware limited

IDEX CORPORATION PERFORMANCE SHARE Unit Award Agreement - CASH Settled (February 22nd, 2018)

Effective on the Grant Date, you have been granted a cash-settled Performance Share Units (the "Performance Units") award ("Award") providing you the entitlement to receive a cash payment for the Performance Units that are earned and vest equal to the Fair Market Value of that number of shares of IDEX Corporation (the "Company") Common Stock equal to the number of earned and vested Performance Units, in accordance with the provisions of this Performance Share Unit Award Agreement (the "Agreement") and the provisions of the IDEX Corporation Incentive Award Plan, as Amended and Restated effective April 8, 2015 (the "Plan"), which is incorporated herein by this reference and made a part of this Agreement. "Employer" means the Subsidiary that employs you (unless you are directly employed by the Company).

Form of Employment Agreement (February 22nd, 2018)

Each of the following executive officers has entered into an Employment Agreement with the Registrant in the form attached, with the variations noted below.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Managing Agent U.S. BANK NATIONAL ASSOCIATION as Sole Lead Arranger and Sole Bookrunner (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

Southern California Edison Co – Indenture (February 22nd, 2018)

INDENTURE, dated as of January 15, 1993 between Southern California Edison Company, a California corporation (hereinafter called the "Company"), having its principal place of business at 2244 Walnut Grove Avenue, Rosemead, California 91770, and Harris Trust and Savings Bank, an Illinois banking corporation (hereinafter called the "Trustee"), having its Corporate Trust Office at 111 West Monroe Street, Chicago, Illinois 60690.

IDEX CORPORATION Restricted Stock Unit Award Agreement - Cash Settled (February 22nd, 2018)

Effective on the Grant Date, you have been granted a cash-settled Restricted Stock Units (the "Restricted Units") award ("Award") providing you the entitlement to receive a cash payment for the Restricted Units that vest equal to the Fair Market Value of that number of shares of IDEX Corporation (the "Company") Common Stock equal to the number of vested Restricted Units, in accordance with the provisions of this Restricted Stock Unit Award Agreement (the "Agreement") and the provisions of the IDEX Corporation Incentive Award Plan , as Amended and Restated effective April 8, 2015 (the "Plan"), which is incorporated herein by this reference and made a part of this Agreement. "Employer" means the Subsidiary that employs you (unless you are directly employed by the Company).

Zebra Technologies – 2015 Long-Term Incentive Plan (February 22nd, 2018)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent U.S. BANK NATIONAL ASSOCIATION and SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agents PNC CAPITAL MARKETS LLC and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

Smart Trust 367 – Consent of Independent Registered Public Accounting Firm (February 22nd, 2018)

We have issued our report dated February 22, 2018, with respect to the financial statement of Smart Trust 367 contained in Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-221859) and related Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Independent Registered Public Accounting Firm".

[This Lease Is Not to Be Recorded] (February 22nd, 2018)

THIS AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Lease") is dated as of November 1, 2017, and is made by and between HCP - AM/Colorado, LLC, a Delaware limited liability company, HCP - AM/Illinois, LLC, a Delaware limited liability company, HCP - AM/Tennessee, LLC, a Delaware limited liability company, HCP Brofin Properties, LLC, a Delaware limited liability company, HCP Cy-Fair, LLC, a Delaware limited liability company, HCP Eden2 A Pack, LLC, a Delaware limited liability company, HCP Eden2 B Pack, LLC, a Delaware limited liability company, HCP Emfin Properties, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Friendswood, LLC, a Delaware limited liability company, HCP HB2 Sakonnet Bay Manor, LLC, a Delaware limited liability company, HCP HB2 South Bay Manor, LLC, a Delaware limited liability company, HCP Jacksonville, LLC, a Dela

CBOE Holdings – Cboe Global Markets, Inc. Long-Term Incentive Plan (February 22nd, 2018)

This Restricted Stock Unit Award Agreement (this "Agreement") is dated effective _______________________ (the "Award Date"), and is between Cboe Global Markets, Inc. (the "Corporation") and __________________ ("Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the "Plan").

CBOE Holdings – Cboe Global Markets, Inc. Long-Term Incentive Plan (February 22nd, 2018)

This Restricted Stock Unit Award Agreement (this "Agreement") is dated effective _______________________, (the "Award Date"), and is between Cboe Global Markets, Inc. (the "Corporation") and ____________________ ("Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the "Plan").

Zebra Technologies – First Amendment to Lease (February 22nd, 2018)

THIS FIRST AMENDMENT TO LEASE (this "Amendment") is dated solely for reference purposes as of June 9, 2014, between The Northwestern Mutual Life Insurance Company, a Wisconsin corporation ("Landlord"), and Zebra Technologies Corporation, a Delaware corporation ("Tenant").

Zebra Technologies – 2015 Short-Term Incentive Plan (February 22nd, 2018)
CBOE Holdings – Cboe Global Markets, Inc. Long-Term Incentive Plan (February 22nd, 2018)

This Restricted Stock Unit Award Agreement (this "Agreement") is dated effective _______________________(the "Award Date"), and is between Cboe Global Markets, Inc. (the "Corporation") and _______________ ("Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the "Plan").

CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto TD BANK, NATIONAL ASSOCIATION, as Syndication Agent CAPITAL ONE, NATIONAL ASSOCIATION and TD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Runners (February 22nd, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.

Zebra Technologies – Receivables Purchase Agreement (February 22nd, 2018)

THIS RECEIVABLES PURCHASE AGREEMENT dated as of December 1, 2017 (this "Agreement") is among ZEBRA TECHNOLOGIES INTERNATIONAL, LLC, an Illinois limited liability company (the "Originator"), and ZEBRA TECHNOLOGIES RSC, LLC, a Delaware limited liability company (the "Buyer"). The parties agree as follows:

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Syndication Agent RAYMOND JAMES BANK, N.A., REGIONS BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Le (February 22nd, 2018)
Employment Agreement (February 22nd, 2018)

THIS EMPLOYMENT AGREEMENT (this Agreement) dated as of February 19, 2018 is entered into by and among The Middleby Corporation, a Delaware corporation (the Company), Middleby Marshall Inc., a Delaware corporation (MMI), (collectively the Employer), and David Brewer (Employee).