Exhibit 10.3


 


CUSIP Number: Deal # [45856GAF1]


Revolving Loans CUSIP # [45856GAG9]


 


RBH Draft 11/11/15





	 



 


364-DAY CREDIT
AGREEMENT


 


among


 


INTERCONTINENTAL EXCHANGE, INC.

as Borrower,


 


THE LENDERS NAMED HEREIN,


 


WELLS
FARGO Bank, National Association,

as Administrative Agent,


 


Bank
of America, N.A.,

as Syndication Agent,


 


and


 


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

BANK OF MONTREAL,

BBVA COMPASS BANK, and

FIFTH THIRD BANK,

as Co-Documentation Agents


 


$500,000,000 364-Day Reducing Revolving
Credit Facility


 


WELLS FARGO SECURITIES, LLC

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

as Joint Bookrunners and Joint Lead Arrangers


 


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

BMO CAPITAL MARKETS CORP.,

BBVA COMPASS BANK, and

FIFTH THIRD BANK,

as Joint Lead Arrangers


 


Dated as of November
13, 2015





	 


 






    	 



    	 



    

 





TABLE OF CONTENTS


	 	 	 
	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 	 
	1.1	Defined Terms	1
	1.2	Accounting Terms	21
	1.3	Other Terms; Construction	22
	1.4	[Reserved]	23
	1.5	[Reserved]	23
	1.6	Interest Rates	23
	 	 	 
	ARTICLE II
	 	 	 
	AMOUNT AND TERMS OF THE LOANS
	 	 	 
	2.1	Commitments	24
	2.2	Borrowings	24
	2.3	Disbursements; Funding Reliance; Domicile of Loans	25
	2.4	Evidence of Debt; Notes	26
	2.5	Termination and Reduction of Commitments	27
	2.6	Mandatory Payments and Prepayments	28
	2.7	Voluntary Prepayments	28
	2.8	Interest	29
	2.9	Fees	30
	2.10	Interest Periods	31
	2.11	Conversions and Continuations	32
	2.12	Method of Payments; Computations; Apportionment of Payments	32
	2.13	Recovery of Payments	34
	2.14	Pro Rata Treatment	35
	2.15	Increased Costs; Change in Circumstances; Illegality	36
	2.16	Taxes	38
	2.17	Compensation	42
	2.18	Replacement of Lenders; Mitigation of Costs	43
	2.19	[Reserved]	44
	2.20	[Reserved]	44
	2.21	Defaulting Lenders	44
	2.22	[Reserved]	46
	 	 	 
	ARTICLE III
	 	 	 
	CONDITIONS OF BORROWING
	 	 	 
	3.1	Conditions of Effectiveness and Initial Borrowing	46


 



    	i



    	 



    

 


	3.2	Conditions of All Borrowings	48
	3.3	Conditions of Borrowing for IDHC Acquisition	49
	 	 	 
	ARTICLE IV
	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 
	4.1	Corporate Organization and Power	52
	4.2	Authorization; Enforceability	52
	4.3	No Violation	52
	4.4	Governmental and Third-Party Authorization; Permits	53
	4.5	Litigation	53
	4.6	Full Disclosure	53
	4.7	Margin Regulations	53
	4.8	No Material Adverse Effect	54
	4.9	Financial Matters	54
	4.10	Compliance with Laws	54
	4.11	Investment Company Act	54
	4.12	OFAC; Anti-Terrorism Laws	54
	4.13	Solvency	55
	 	 	 
	ARTICLE V
	 	 	 
	AFFIRMATIVE COVENANTS
	 	 	 
	5.1	Financial Statements	55
	5.2	Other Business and Financial Information	56
	5.3	Existence; Franchises; Maintenance of Properties	58
	5.4	Use of Proceeds	58
	5.5	Compliance with Laws	58
	5.6	Payment of Taxes	58
	5.7	Insurance	58
	5.8	Maintenance of Books and Records; Inspection	59
	5.9	Subsidiary Guarantors	59
	5.10	Anti-Corruption Laws, OFAC, PATRIOT Act Compliance	60
	 	 	 
	ARTICLE VI
	 	 	 
	FINANCIAL COVENANT
	 	 	 
	6.1	Maximum Total Leverage Ratio	61
	 	 	 
	ARTICLE VII
	 	 	 
	NEGATIVE COVENANTS
	 	 	 
	7.1	Merger; Consolidation	61
	7.2	Subsidiary Indebtedness	62


 



    	ii



    	 



    

 


	7.3	Liens	64
	7.4	Asset Dispositions	66
	7.5	Dividend Payments	66
	7.6	Acquisitions	67
	 	 	 
	ARTICLE VIII
	 	 	 
	EVENTS OF DEFAULT
	 	 	 
	8.1	Events of Default	67
	8.2	Remedies: Termination of Commitments, Acceleration, etc	69
	8.3	Remedies: Setoff	70
	 	 	 
	ARTICLE IX
	 	 	 
	THE ADMINISTRATIVE AGENT
	 	 	 
	9.1	Appointment and Authority	70
	9.2	Rights as a Lender	71
	9.3	Exculpatory Provisions	71
	9.4	Reliance by Administrative Agent	72
	9.5	Delegation of Duties	72
	9.6	Resignation of Administrative Agent	73
	9.7	Non-Reliance on Administrative Agent and Other Lenders	73
	9.8	No Other Duties, Etc	74
	9.9	Administrative Agent May File Proofs of Claim	74
	9.10	Guaranty Matters; Ineligible Assignees Letter Agreement	74
	9.11	[Reserved]	75
	9.12	Replacement of Impaired Agent	75
	 	 	 
	ARTICLE X
	 	 	 
	MISCELLANEOUS
	 	 	 
	10.1	Expenses; Indemnity; Damage Waiver	75
	10.2	Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process	77
	10.3	Waiver of Jury Trial	78
	10.4	Notices; Effectiveness; Electronic Communication	78
	10.5	Amendments, Waivers, etc	79
	10.6	Successors and Assigns	80
	10.7	No Waiver	85
	10.8	Survival	85
	10.9	Severability	85
	10.10	Construction	85
	10.11	No Fiduciary Duty	86
	10.12	Confidentiality	86
	10.13	Counterparts; Integration; Effectiveness	87


 



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	10.14	Disclosure of Information	87
	10.15	USA Patriot Act Notice	87
	10.16	[Reserved]	87
	10.17	[Reserved]	87
	 	 	 
	ARTICLE XI
	 	 	 
	[RESERVED]


 



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	EXHIBITS
	 
	Exhibit A	Form of Note
	Exhibit B-1	Form of Notice of Borrowing
	Exhibit B-2	Form of Notice of Conversion/Continuation
	Exhibit C	Form of Compliance Certificate
	Exhibit D	Form of Assignment and Assumption
	Exhibit E	Forms of U.S. Tax Compliance Certificate
	Exhibit F	Form of Solvency Certificate
	 	 
	SCHEDULES
	Schedule 1.1(a)	Commitments and Notice Addresses
	Schedule 7.3	Liens


 



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CREDIT
AGREEMENT


 


THIS 364-DAY CREDIT AGREEMENT, dated
as of the 13th day of November, 2015, is made among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”),
the Lenders (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as hereinafter defined)
for the Lenders, and Bank of America, N.A., as Syndication Agent (as hereinafter
defined) for the Lenders.


 


BACKGROUND STATEMENT


 


The Borrower has requested that the Lenders
make available a 364-day reducing revolving credit facility to the Borrower in the aggregate principal amount of $500,000,000.
The Borrower will use the proceeds of this facility as provided in Section 5.4. The Lenders are willing to make available
to the Borrower the credit facility described herein subject to and on the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:


 


ARTICLE
I 


 


DEFINITIONS


 


1.1          
Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms
have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):


 


“Account Designation Letter”
means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer of the Borrower
and in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower
may from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.


 


“Acquisition” means any
transaction or series of related transactions, consummated on or after the date hereof, by which the Borrower directly, or indirectly
through one or more Subsidiaries, (i) acquires any division or line of business of any Person, or all or substantially all
of the assets, of any Person, whether through purchase of assets, merger or otherwise, or (ii) acquires Capital Stock of any
Person having at least a majority of Total Voting Power of the then outstanding Capital Stock of such Person.


 


“Adjusted Base Rate”
means, at any time with respect to any Base Rate Loan, a rate per annum equal to the Base Rate as in effect at such time plus the
Applicable Percentage for Base Rate Loans as in effect at such time.


 






    	 



    	 



    

  


“Adjusted LIBOR Rate”
means, at any time with respect to any LIBOR Loan, a rate per annum equal to the LIBOR Rate (as set forth in clause (i) of the
definition thereof) as in effect at such time plus the Applicable Percentage for LIBOR Loans as in effect at such time.


 


“Administrative Agent”
means Wells Fargo, in its capacity as Administrative Agent appointed under Section 9.1, and its successors and permitted
assigns in such capacity.


 


“Administrative Questionnaire”
means an administrative questionnaire in the form supplied by the Administrative Agent.


 


“Affiliate” means, with
respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. Notwithstanding the foregoing, neither the Administrative Agent nor any
Lender shall be deemed an “Affiliate” of the Borrower or any Subsidiary of the Borrower.


 


“Agreement” means this
Credit Agreement.


 


“Applicable Percentage”
means, at any time from and after the Closing Date, the applicable percentage (i) to be added to the Base Rate for purposes
of determining the Adjusted Base Rate, (ii) to be added to the LIBOR Rate for purposes of, respectively, determining the Adjusted
LIBOR Rate and (iii) to be used in calculating the commitment fee payable pursuant to Section 2.9(a)(ii), in each
case as determined under the following matrix with reference to the Debt Rating (as defined and as determined as set forth below):


 


	Tier	Debt Rating	Applicable

LIBOR

Margin	Applicable

Base Rate

Margin	Applicable

Commitment

Fee Rate
	I	AA-/Aa3 or higher	0.875%	0.000%	0.070%
	II	A+/A1	1.000%	0.000%	0.080%
	III	A/A2	1.125%	0.125%	0.100%
	IV	A-/A3	1.250%	0.250%	0.125%
	V	BBB+/Baa1 or lower	1.500%	0.500%	0.175%


 


“Debt Rating”
means, as of any date of determination, the rating as determined by S&P and Moody’s of the Borrower’s non-credit-enhanced,
senior unsecured long-term debt. For purposes of determining the applicable pricing tier, (i) if the respective Debt Ratings
issued by the foregoing rating agencies differ by one pricing tier, then the pricing tier for the higher of such Debt Ratings shall
apply (with pricing tier I being the highest and pricing tier V being the lowest); (ii) if there is a split in Debt Ratings
of more than one pricing tier, then the pricing tier that is one level lower than the pricing tier of the higher Debt Rating shall
apply; (iii) if the Borrower has only one Debt Rating, the pricing tier corresponding to that Debt Rating shall apply; and
(iv) if the Borrower does not have any Debt Rating, pricing tier V shall apply. Initially, the Applicable Percentage shall
be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 3.1(a)(iv). Thereafter,
each change in the Applicable Percentage resulting from a publicly announced change in the Debt Rating shall be effective during
the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective
date of the next such change.


 






    	2



    	 



    

 


“Anti-Corruption Laws”
means the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010, and all other laws, rules,
and regulations of any jurisdiction applicable to the Borrower and its Affiliates concerning or relating to bribery or corruption.


 


“Approved Fund” means
any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) a Person (or an
Affiliate of a Person) that administers or manages a Lender.


 


“Arrangers” mean Wells
Fargo Securities, LLC, Merrill Lynch, Price, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFG, Ltd., BMO Capital
Markets Corp., BBVA Compass Bank and Fifth Third Bank and their respective successors.


 


“Assignment and Assumption”
means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 10.6(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit D or
any other form approved by the Administrative Agent.


 


“Authorized Officer”
means, with respect to any action specified herein to be taken by or on behalf of the Borrower, any officer of the Borrower duly
authorized by resolution of its board of directors or other governing body to take such action on its behalf, and whose signature
and incumbency shall have been certified to the Administrative Agent by the secretary or an assistant secretary of the Borrower.


 


“Bankruptcy Code” means
11 U.S.C. §§ 101 et seq., and any successor statute.


 


“Bankruptcy Event” means
the occurrence of an event specified in Section 8.1(f) or 8.1(g).


 


“Base Rate” means the
highest of (i) the per annum interest rate publicly announced from time to time by Wells Fargo in Charlotte, North Carolina,
to be its prime rate (which may not necessarily be its lowest or best lending rate), as adjusted to conform to changes as of the
opening of business on the date of any such change in such prime rate, (ii) the Federal Funds Rate plus 0.5% per annum,
as adjusted to conform to changes as of the opening of business on the date of any such change in the Federal Funds Rate, and (iii) the
LIBOR Rate for an interest period of one month plus 1.00%, as adjusted to conform to changes as of the opening of business
on the date of any such change of such LIBOR Rate.


 


“Base Rate Loan” means,
at any time, any Loan that bears interest at such time at the Adjusted Base Rate.


 


“BofA” means Bank of
America, N.A.


 






    	3



    	 



    

 


“Borrower” has the meaning
given to such term in the introductory paragraph hereof.


 


“Borrowing” means the
incurrence by the Borrower (including as a result of conversions and continuations of outstanding Loans pursuant to Section 2.11)
on a single date of a group of Loans of a single Type and, in the case of LIBOR Loans, as to which a single Interest Period is
in effect.


 


“Borrowing Date” means,
with respect to any Borrowing, the date upon which such Borrowing is made.


 


“Business Day” means
(i) any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in Charlotte, North Carolina
or New York, New York are authorized or required by law to be closed, and (ii) in respect of any notice or determination in
connection with, and payments of principal and interest on, LIBOR Loans, any such day that is also a day on which trading in Dollar
deposits is conducted by banks in London, England in the London interbank Eurodollar market.


 


“Capital Lease” means,
with respect to any Person, any lease of property (whether real, personal or mixed) by such Person as lessee that is or is required
to be, in accordance with GAAP, recorded as a capital lease on such Person’s balance sheet.


 


“Capital Lease Obligations”
means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease of such
Person, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Capital Stock” means
(i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether
voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not
a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in
each case under clauses (i) and (ii), any and all warrants, rights or options to purchase any of the foregoing or any securities
convertible into or exchangeable for any of the foregoing.


 


“Cash Equivalents” is
defined in accordance with GAAP.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule,
regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (iii) the making or issuance of any request, 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, 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 the 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, implemented or issued.


 






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“Change of Control” means
an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and
any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly,
of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing
body of the Borrower on a fully-diluted basis.


 


“Clearing House Subsidiary”
means any Subsidiary of the Borrower the principal business of which is the provision of or conducting of clearing, depository
or settlement operations.


 


“Closing Date” means
the first date upon which each of the conditions set forth in Sections 3.1 and 3.2 shall have been satisfied
or waived in accordance with the terms of this Agreement.


 


“Co-Documentation Agents”
means the Lenders identified as such on the cover page hereof.


 


“Code” means the Internal
Revenue Code of 1986, and any successor statute, and all rules and regulations from time to time promulgated thereunder.


 


“Commitment” means, with
respect to any Lender at any time, the commitment of such Lender to make Loans in an aggregate principal amount at any time outstanding
up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Commitment”
or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth for such Lender at such time in
the Register maintained by the Administrative Agent pursuant to Section 10.6(c) as such Lender’s “Commitment,”
in either case, as such amount may be reduced at or prior to such time pursuant to the terms hereof.


 


“Compliance Certificate”
means a fully completed and duly executed certificate in the form of Exhibit C, together with a Covenant Compliance
Worksheet.


 


“Connection Income Taxes”
means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or
branch profits Taxes.


 






    	5



    	 



    

 





“Consolidated EBITDA”
means, for any Reference Period, the aggregate of (i) Consolidated Net Income for such period, plus (ii) the sum
of (A) interest expense, (B) federal, state, local and other income taxes, (C) depreciation and amortization expense,
(D) fees and integration, restructuring and severance expenses and charges incurred during such period in connection with
any Acquisition or Asset Disposition consummated no more than six months prior to the beginning of such Reference Period not to
exceed five percent of Consolidated EBITDA for such Reference Period (calculated without giving effect to this clause (D)),
(E) noncash charges (including stock based compensation and any impairment charge or write-off or write-down of goodwill or
other intangible assets), (F) extraordinary losses and (G) all losses during such period resulting from any asset disposition
outside the ordinary course of business, all to the extent deducted in the calculation of Consolidated Net Income for such Reference
Period and all calculated in accordance with GAAP, minus (iii) the sum of (A) extraordinary gains or income, (B) all
gains during such period resulting from any asset disposition outside the ordinary course of business, (C) any cash disbursements
during such period that relate to noncash charges included in Consolidated EBITDA pursuant to clause (ii)(E) of this definition
during such Reference Period or the twelve months preceding such Reference Period and (D) any noncash gains for such period
that represent the reversal of any accrual, or the reversal of any cash reserves, that relates to charges included in Consolidated
EBITDA pursuant to clause (ii)(D) or (ii)(E) of this definition during such Reference Period or the twelve months preceding such
Reference Period, all to the extent included in the calculation of Consolidated Net Income for such period and all calculated in
accordance with GAAP.


  


“Consolidated Net Income”
means, for any Reference Period, net income (or loss) for the Borrower and its Subsidiaries for such Reference Period, determined
on a consolidated basis in accordance with GAAP (after deduction for minority interests); provided that, in making such
determination, there shall be excluded (i) the net income (or loss) of any other Person that is not a Subsidiary of the Borrower
(or is accounted for by the Borrower by the equity method of accounting) except to the extent of actual payment of cash dividends
or distributions by such Person to the Borrower or any Subsidiary thereof during such period, (ii) the net income of any Subsidiary
of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such
net income is not at the time permitted by operation of the terms of its charter, certificate of incorporation or formation or
other constituent document or any agreement or instrument (other than a Credit Document) or any judgment, decree, order, statute,
rule or government regulation applicable to such Subsidiary (provided that there shall not be excluded from Consolidated
Net Income such part of net income that is used or designated as being available to satisfy regulatory capital or liquidity requirements
imposed on any Subsidiary of the Borrower by any Governmental Authority or pursuant to any decree, order, statute, rule or government
regulation) and (iii) without duplication of other deductions or exclusions, any payments made during such Reference Period
by any Subsidiaries of the Borrower of profit sharing entitlements, rebates, incentives, partnership distributions or similar entitlements.


 


“Consolidated Net Worth”
means, as of any date of determination, the consolidated stockholders’ equity of the Borrower and its Subsidiaries, determined
in accordance with GAAP.


 


“Consolidated Total Funded Debt”
means, as of any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries
as of such date, determined on a consolidated basis in accordance with GAAP.


 


“Control” means, with
respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled”
and “Controlling” have correlative meanings.


 


“Covenant Compliance Worksheet”
means a fully completed worksheet in the form of Attachment A to Exhibit C.


 






    	6



    	 



    

 





“Credit Documents” means
this Agreement, the Notes, the Fee Letters, each Subsidiary Guaranty, the Ineligible Assignees Letter Agreement, each Compliance
Certificate and each Notice of Borrowing now or hereafter executed and delivered to the Administrative Agent or any Lender by or
on behalf of the Borrower or any Guarantor with respect to this Agreement.


 


“Credit Exposure” means,
with respect to any Lender at any time, the aggregate principal amount of all Loans made by such Lender that are outstanding at
such time.


 


“Credit Parties” means
the Borrower and the Guarantors.


 


“Debt Rating” shall have
the meaning given to such term in the definition of Applicable Percentage.


 


“Debtor Relief Laws”
means the Bankruptcy Code, 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 or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default” means any event
or condition that, with the passage of time or giving of notice, or both, would constitute an Event of Default.


 


“Defaulting Lender” means,
subject to Section 2.21(b), any Lender that (i) has failed to (A) fund all or any portion of its Loans within
two 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 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 (B) pay to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within two Business Days of the date when due, (ii) has notified the Borrower or the Administrative Agent
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 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), (iii) has
failed, within three 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 (iii) upon receipt of such written confirmation
by the Administrative Agent and the Borrower), or (iv) has, or has a direct or indirect parent company that has, (A) become
the subject of a proceeding under any Debtor Relief Law, or (B) 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 regulatory authority acting in such
a capacity; 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
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 any one or more of clauses (i) through (iv) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon
delivery of written notice of such determination to the Borrower and each Lender.


 






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“Designated Person” means
any Person listed on a Sanctions List.


 


“Dollars” or “$”
means dollars of the United States of America.


 


“Domestic Subsidiary”
means a Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or the
District of Columbia, other than any such Subsidiary (i) of a controlled foreign corporation within the meaning of Section 957
of the Code (a “CFC”) or (ii) that has no material assets other than Capital Stock of one or more Foreign
Subsidiaries that are CFCs.


 


“EMU Legislation” means
the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro that apply generally
in the European Union.


 


“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, allegations, notices
of noncompliance or violation, investigations by a Governmental Authority, or proceedings (including administrative, regulatory
and judicial proceedings) relating in any way to any Hazardous Substance, any actual or alleged violation of or liability under
any Environmental Law or any permit issued, or any approval given, under any Environmental Law (collectively, “Claims”),
including (i) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief resulting from any Hazardous Substance or arising
from alleged injury or threat of injury to human health or the environment.


 


“Environmental Laws”
means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, rules
of common law and orders of courts or Governmental Authorities, relating to the protection of human health, occupational safety
with respect to exposure to Hazardous Substances, or the environment, now or hereafter in effect, including requirements pertaining
to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Substances.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, and any successor statute, and all rules and regulations from time to time promulgated
thereunder.


 






    	8



    	 



    

 


“ERISA Affiliate” means
any Person (including any trade or business, whether or not incorporated) deemed to be under “common control” with,
or a member of the same “controlled group” as, the Borrower or any of its Subsidiaries, within the meaning of Sections 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA.


 


“ERISA Event” means any
of the following: (i) a “reportable event” as defined in Section 4043(c) of ERISA with respect to a Plan and, if a
Credit Party or an ERISA Affiliate has received notice, a Multiemployer Plan, for which the requirement to give notice has not
been waived by the PBGC (provided however, that a failure to meet the minimum funding standard of Section 412 of the Code shall
be considered a “reportable event” regardless of the issuance of any waiver), (ii) the application by a Credit Party
or an ERISA Affiliate for a funding waiver pursuant to Section 412 of the Code, (iii) the incurrence by a Credit Party or an ERISA
Affiliate of any Withdrawal Liability, or the receipt by a Credit Party or an ERISA Affiliate of notice from a Multiemployer Plan
that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated
under Section 4041A of ERISA, (iv) the distribution by a Credit Party or an ERISA Affiliate under Section 4041 of ERISA of
a notice of intent to terminate any Plan or the taking of any action to terminate any Plan, (v) the commencement of proceedings
by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (vi) the
imposition of any Lien upon any assets of a Credit Party or an ERISA Affiliate as a result of any alleged failure to comply with
the Code or ERISA with respect to any Plan.


 


“Event of Default” has
the meaning given to such term in Section 8.1.


 


“Exchange Act” means
the Securities Exchange Act of 1934, and any successor statute, and all rules and regulations from time to time promulgated thereunder.


 


“Excluded Taxes” means
any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient: (i) Taxes imposed on or measured by net income, profits, net worth or capital, franchise Taxes, and branch profits
or similar Taxes (in each case, however denominated), in each case, (A) imposed by the United States (or any political subdivision
or taxing authority thereof or therein) or as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision or taxing authority thereof or therein) or (B) that are Other Connection Taxes, (ii) any withholding Taxes
imposed on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant
to a law in effect on the date on which (A) such Lender acquires such interest in such Loan or Commitment (other than pursuant
to an assignment requested by the Borrower under Section 2.18) or (B) such Lender changes its Lending Office, except in
each case to the extent that pursuant to Section 2.16, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its
Lending Office, (iii) Taxes attributable to such Recipient’s failure or inability to comply with Section 2.16(g),
(iv) any backup withholding Taxes, and (v) any Taxes imposed under FATCA.


 



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“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, any agreements
entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements entered into in respect of any
of the foregoing.


  


“Federal Funds Rate”
means, for any period, a fluctuating per annum interest rate (rounded upwards, if necessary, to the nearest 1/100 of one percentage
point) equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day,
the average rate for such day on such transactions charged to the Administrative Agent. Notwithstanding the foregoing, if any determination
of any rate described in this definition would result in the Federal Funds Rate being less than zero, then such rate shall be deemed
to be zero.


 


“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System or any successor thereto.


 


“Fee Letters” means the
Joint Fee Letter and the Wells Fargo Fee Letter.


 


“Financial Officer” means,
with respect to any Person, the chief financial officer, vice president-finance, principal accounting officer or treasurer of such
Person.


 


“fiscal quarter” or “FQ”
means a fiscal quarter of the Borrower and its Subsidiaries.


 


“fiscal year” or “FY”
means a fiscal year of the Borrower and its Subsidiaries.


 


“Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction outside of the United States.


 


“Foreign Subsidiary”
means any Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


“Fund” means any Person
(other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


 


“GAAP” means generally
accepted accounting principles in the United States of America, as set forth in the statements, opinions and pronouncements of
the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards
Board, consistently applied and maintained, as in effect from time to time (subject to the provisions of Section 1.2).


 


“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).


 






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“Guarantor” means NYSE
and any other Person that guarantees the Obligations.


 


“Guaranty Fund” means
any fund, deposits or pledged (or transferred) assets, including initial, original, variation, settlement, delivery or mark-to-market
margin, buyer’s security or seller’s security, in any case whether contingent or actual (or similar arrangement), set
up, maintained or established by (i) ICE Clear US, (ii) ICE Clear Europe, (iii) The Clearing Corporation, (iv) ICE
Clear Credit, (v) ICE Clear Canada, and (vi) such other Clearing House Subsidiaries, in each case in which its members
(or other Persons) make contributions, make deposits, set aside funds, pledge (or transfer) assets, grant security interests in
assets or transfer title to margin or other collateral assets or the like to, among other things, enable the satisfaction (whether
in whole or in part) of the obligations of the relevant Clearing House Subsidiary or upon the default (or other specified event)
of a clearing member or the like.


 


“Guaranty Obligation”
means, with respect to any Person, any direct or indirect liability of such Person with respect to any Indebtedness, liability
or other obligation (the “primary obligation”) of another Person (the “primary obligor”),
whether or not contingent, (i) to purchase, repurchase or otherwise acquire such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or provide funds (x) for the payment or discharge of any such primary
obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency or any balance sheet item, level of income or financial condition of the primary obligor (including keep well agreements,
maintenance agreements, comfort letters or similar agreements or arrangements), (iii) to lease or purchase property, securities
or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor
in respect thereof to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any
such primary obligation against loss or failure or inability to perform in respect thereof; provided, however, that,
with respect to the Borrower and its Subsidiaries, the term Guaranty Obligation shall not include endorsements for collection or
deposit in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing Person hereunder shall be
deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guaranty Obligation is made and (b) the maximum amount for which such guaranteeing Person may be liable pursuant
to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum amount for which
such guaranteeing Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall
be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such guaranteeing
Person in good faith.


 


“Hazardous Substance”
means any substance or material meeting any one or more of the following criteria: (i) it is or contains a substance designated
as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental
Law, (ii) it is toxic, explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise hazardous to human
health or the environment and is or becomes regulated by any Governmental Authority, (iii) its presence may require investigation
or response under any Environmental Law, (iv) it constitutes a nuisance, trespass or health or safety hazard to Persons or
neighboring properties, or (v) it is or contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, urea
formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, nuclear fuel, natural
gas or synthetic gas.


 






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“Hedge Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions; provided, however, that, with respect to any Clearing House Subsidiary, the term Hedge Agreement
shall not include any such transaction with respect to which such entity is a party solely in its capacity as a central counterparty.


 


“ICE Clear Canada” means
ICE Clear Canada, Inc., a Manitoba corporation and an indirect Wholly-Owned Subsidiary of the Borrower.


 


“ICE Clear Credit” means
ICE Clear Credit, LLC, a Delaware limited liability company (formerly ICE Trust U.S. LLC) and a Subsidiary of the Borrower.


 


“ICE Clear Europe” means
ICE Clear Europe Limited, a private limited company incorporated under the laws of England and Wales and an indirect Wholly-Owned
Subsidiary of the Borrower.


 


“ICE Clear US” means
ICE Clear U.S., Inc., a New York corporation and an indirect Wholly-Owned Subsidiary of the Borrower (formerly known as New York
Clearing Corporation).


 


“ICE Futures Europe”
means ICE Futures Europe, a United Kingdom corporation and an indirect Wholly-Owned Subsidiary of the Borrower.


 


“IDHC” means Interactive
Data Holdings Corporation, a Delaware corporation.


 


“IDHC Acquisition” means
the Acquisition by the Borrower (or any Subsidiary thereof) of IDHC in accordance with the IDHC Acquisition Agreement.


 


“IDHC Acquisition Agreement”
means the Agreement and Plan of Merger, dated as of October 26, 2015, between the Borrower, Red Merger Sub Inc., IDHC and Igloo
Manager Co-Invest, LLC.


 


“IDHC Acquisition Date”
means the date on which the IDHC Acquisition is consummated.


 


“IDHC Bridge Arrangers”
means Wells Fargo Securities, LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.


 


“IDHC Bridge Facility”
means that certain senior unsecured bridge credit facility providing for up to $3,650,000,000 in senior unsecured bridge loans
available to the Borrower arranged by the IDHC Bridge Arrangers and used to finance a portion of the consideration paid by the
Borrower to consummate the IDHC Acquisition, all as contemplated in that certain Project H2O Commitment Letter, dated
as of October 26, 2015, among Wells Fargo, BofA, the IDHC Bridge Arrangers and the Borrower.1


 




 






1 We did not make the requested change as it is
covered by Section 1.3(a)(i).


 





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“IDHC Transactions” means,
collectively, (a) the IDHC Acquisition, (b) the issuance or incurrence of Indebtedness (including the making of Loans) to finance
a portion of the consideration paid by the Borrower to consummate the IDHC Acquisition, (c) the issuance of Capital Stock of the
Borrower to the equityholders of IDHC as consideration for the IDHC Acquisition, (d) the refinancing of certain existing Indebtedness
of IDHC and its Subsidiaries, (e) the preparation, execution and delivery of the Second Amendment of that certain Credit Agreement,
dated as of April 3, 2014 (as amended), among the Borrower, ICE Europe Parent Limited, the lenders from time to time party thereto
and Wells Fargo, as administrative agent and (f) the payment of fees, commissions and expenses in connection with each of
the foregoing.


 


“Indebtedness” means,
with respect to any Person (without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations
of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made,
(iii) the aggregate amount (but only to the extent drawn and not reimbursed) of all surety bonds, letters of credit and bankers’
acceptances issued or created for the account of such Person, (iv) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by such Person, (v) all Capital Lease Obligations
of such Person, (vi) all Guaranty Obligations of such Person with respect to Indebtedness of another Person and (vii) all
indebtedness of the types referred to in clauses (i) through (vi) above (A) of any partnership or unincorporated joint
venture in which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (B) secured
by any Lien on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby
shall have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal
to the lesser of (x) the amount secured by such Lien and (y) the fair market value of the property or assets subject
to such Lien as determined in good faith by such Person; provided, however, that, with respect to any Clearing House
Subsidiary, the term Indebtedness shall not include any transaction with respect to which such entity is a party solely in its
capacity as a central counterparty and, with respect to any Regulated Subsidiary that acts as a swap execution facility, multilateral
trading facility, systematic internalizer or organized trading facility and which offers a settlement service for transactions
done on such facility or on the facility of another such Regulated Subsidiary, the term Indebtedness shall not include any transaction
with respect to which such entity is a party solely in the capacity of offering such a settlement service.


 


“Indemnified Taxes” means
(i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Borrower under any Credit Document and (ii) to the extent not otherwise described in clause (i) above, Other Taxes.


 


“Ineligible Assignees”
means those certain Persons set forth in the Ineligible Assignees Letter Agreement and all Affiliates thereof.


 








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“Ineligible Assignees Letter Agreement”
means that certain letter agreement, dated as of the Closing Date, between the Borrower and the Administrative Agent, as such letter
agreement may be amended or modified from time to time with the consent of the Borrower and, in accordance with Section 9.10(b),
the Administrative Agent.


 


“Interest Period” has
the meaning given to such term in Section 2.10.


 


“IRS” means the United
States Internal Revenue Service.


 


“Joint Fee Letter” means
the letter from Wells Fargo, Wells Fargo Securities, LLC, BofA and Merrill Lynch, Pierce, Fenner & Smith Incorporated, to the
Borrower, dated October 29, 2015, relating to certain fees payable by the Borrower in respect of the transactions contemplated
by this Agreement.


 


“Lender” means each Person
listed on Schedule 1.1(a) as having a Commitment and each other Person that becomes a “Lender” hereunder
pursuant to Section 2.18(a) or 10.6, and their respective successors and assigns.


 


“Lender Parties” has
the meaning given to such term in Section 10.11.


 


“Lending Office” means,
with respect to any Lender, the office of such Lender designated as such in such Lender’s Administrative Questionnaire or
in connection with an Assignment and Assumption, or such other office as may be otherwise designated in writing from time to time
by such Lender to the Borrower and the Administrative Agent. A Lender may designate separate Lending Offices as provided in the
foregoing sentence for the purposes of making or maintaining different Types of Loans, and, with respect to LIBOR Loans, such office
may be a domestic or foreign branch or Affiliate of such Lender.


 


“LIBOR Loan” means, at
any time, any Loan that bears interest at such time at the applicable Adjusted LIBOR Rate.


 


“LIBOR Rate” means:


 


(i)          with respect to each LIBOR Loan comprising
part of the same Borrowing for any Interest Period, an interest rate per annum obtained by dividing (A) (y) the London
Interbank Offered Rate (or a successor rate which is approved by the Administrative Agent, in consultation with the Borrower) appearing
on Reuters Screen LIBOR01 Page (or other commercially available source providing quotations of such rate as selected by the Administrative
Agent, in consultation with the Borrower, from time to time) for deposits denominated in Dollars or (z) if no such rate is
available, the rate of interest determined by the Administrative Agent to be the rate or the arithmetic mean of rates at which
deposits in Dollars in immediately available funds are offered to first-tier banks (as determined in consultation with the Borrower)
in the London interbank Eurodollar market, in each case under (y) and (z) above at approximately 11:00 a.m., London time,
two Business Days prior to the first day of such Interest Period for a period substantially equal to such Interest Period, by (B) the
amount equal to 1.00 minus the Reserve Requirement (expressed as a decimal) for such Interest Period; and


 






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(ii)          for any interest rate calculation
with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the London Interbank Offered Rate (or
a successor rate which is approved by the Administrative Agent, in consultation with the Borrower) for U.S. Dollar deposits for
delivery on the date in question for a one month term beginning on that date which appears on Reuters Screen LIBOR01 Page (or other
commercially available source providing quotations of such rate as selected by the Administrative Agent, in consultation with the
Borrower, from time to time) at approximately 11:00 a.m., London time, on such date of determination, or, if such date is
not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate does not appear on Reuters Screen
LIBOR01 Page (or other commercially available source providing quotations of such rate as selected by the Administrative Agent
from time to time), then “LIBOR” for such Base Rate Loan shall be determined by the Administrative Agent to be the
arithmetic average of the rate per annum at which U.S. Dollar deposits would be offered by first class banks (as determined in
consultation with the Borrower) in the London interbank market to the Administrative Agent at approximately 11:00 a.m., London
time, on such date of determination for delivery on the date in question for a one month term.


 


Notwithstanding the foregoing, if any determination
of any rate described in this definition would result in the LIBOR Rate being less than zero, then such rate shall be deemed to
be zero.


 


Each of the Administrative Agent and the Lenders acknowledges
and agrees that (1) as of the date hereof, ICE Benchmark Administration Ltd. is a subsidiary of the Borrower, and (2) neither
the Administrative Agent nor any Lender, solely in their respective capacities as such under this Agreement, shall have any direct
claim under this Agreement against the Borrower on account of any action taken by ICE Benchmark Administration Ltd. in its capacity
as a provider of any quotations or rates referred to this definition.


 


“Lien” means any mortgage,
pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), charge or other encumbrance of any nature,
whether voluntary or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention
agreement, Capital Lease or any other lease or arrangement having substantially the same effect as any of the foregoing; provided
that, with respect to the assets of any Clearing House Subsidiary, no rights of setoff, deduction, netting or offset of any member
(or similar Person) of such Clearing House Subsidiary shall constitute a Lien hereunder.


 


“Loans” means any or
all of the Loans made by a Lender pursuant to Section 2.1(a).


 


“Margin Stock” has the
meaning given to such term in Regulation U.


 


“Material Adverse Effect”
means a material adverse effect upon (i) the business, assets, financial condition or results of operations of the Borrower
and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower or any Guarantor to perform their respective obligations
under this Agreement or any of the other Credit Documents or (iii) the legality, validity or enforceability of this Agreement
or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.


 






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“Material Subsidiary”
means, at any time, any Subsidiary of the Borrower that is a “significant subsidiary” as defined in Rule 1−102(w)
of Regulation S−X under the Securities Act.


 


“Maturity Date” means
November 11, 2016; provided, however, that, if such date is a not a Business Day, then the Maturity Date shall be
the immediately preceding Business Day.


 


“Moody’s” means
Moody’s Investor Service.


 


“Multiemployer Plan”
means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which the Borrower or any
ERISA Affiliate makes, is making or is obligated to make contributions or, during the immediately preceding five plan years, has
made or been obligated to make contributions.


 


“Non-Consenting Lender”
means any Lender that does not approve a consent, waiver or amendment to any Credit Document requested by the Borrower or the Administrative
Agent that (i) requires the approval of all Lenders (or all Lenders directly affected thereby) in accordance with the terms of
Section 10.5 and (ii) has been approved by the Required Lenders.


 


“Non-Defaulting Lender”
means any Lender that is not a Defaulting Lender.


 


“Non-U.S. Pension Plan”
means any plan, scheme, fund (including any superannuation fund) or other similar program established, sponsored or maintained
outside the United States by the Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of the
Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment,
and which plan is not subject to ERISA or the Code.


 


“Note” means, with respect
to any Lender requesting the same, the promissory note of the Borrower in favor of such Lender evidencing the Loans made by such
Lender pursuant to Section 2.1(a), in substantially the form of Exhibit A, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements thereof.


 


“Notice of Borrowing”
has the meaning given to such term in Section 2.2(b).


 


“Notice of Conversion/Continuation”
has the meaning given to such term in Section 2.11(b).


 


“NYSE” means NYSE Holdings
LLC, a Delaware limited liability company (formerly known as NYSE Euronext Holdings LLC).


 


“Obligations” means all
principal of and interest (including interest accruing after the filing of a petition or commencement of a case by or with respect
to the Borrower seeking relief under any Debtor Relief Laws and any fraudulent transfer and fraudulent conveyance laws, whether
or not the claim for such interest is allowed in such proceeding) on the Loans, and all fees, expenses, indemnities and other obligations
owing, due or payable at any time by the Borrower or any Guarantor to the Administrative Agent, any Lender or any other Person
entitled thereto, under this Agreement or any of the other Credit Documents.


 






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“OFAC” means the U.S.
Department of the Treasury’s Office of Foreign Assets Control.


 


“Other Connection Taxes”
means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the
jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other
transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).


 


“Other Taxes” means all
present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under,
from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Credit Document, excluding, in each case, such amounts that result from a Lender’s
assignment pursuant to Section 10.6, grant of a participation to a Participant pursuant to Section 10.6(d),
transfer or assignment to or designation of a new applicable Lending Office or other office for receiving payments under any Credit
Document (collectively, “Assignment Taxes”), except for Assignment Taxes resulting from an assignment that is
requested in writing by the Borrower.


 


“Participant” has the
meaning given to such term in Section 10.6(d).


 


“Participant Register”
has the meaning given to such term in Section 10.6(f).


 


“PATRIOT Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act
of 2001), and any successor statute, and all rules and regulations from time to time promulgated thereunder.


 


“Payment Office” means
the office of the Administrative Agent designated on Schedule 1.1(a) under the heading “Instructions for wire
transfers to the Administrative Agent,” or such other office as the Administrative Agent may designate to the Lenders and
the Borrower for such purpose from time to time.


 


“PBGC” means the Pension
Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto.


 


“Permitted Liens” has
the meaning given to such term in Section 7.3.


 


“Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority,
Self-Regulatory Organization or other entity.


 


“Plan” means any “employee
pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA
(other than a Multiemployer Plan) and to which the Borrower or any ERISA Affiliate has any liability.


 






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“Pro Forma Basis” has
the meaning given to such term in Section 1.3(c).


 


“Recipient” means (i)
the Administrative Agent or (ii) any Lender, as applicable.


 


“Reference Period” with
respect to any date of determination, means (except as may be otherwise expressly provided herein) the period of twelve consecutive
fiscal months of the Borrower immediately preceding such date or, if such date is the last day of a fiscal quarter, the period
of four consecutive fiscal quarters ending on such date.


 


“Register” has the meaning
given to such term in Section 10.6(c).


 


“Regulated Subsidiary”
means (i) any Subsidiary that is registered as a broker dealer pursuant to Section 15 of the Exchange Act or that is regulated
as a broker dealer or underwriter under any foreign securities law, (ii) any Subsidiary regulated as an insurance company, exchange,
swap execution facility, swap data repository, clearing house, securities depository, settlement system, multilateral trading facility,
trade repository, systematic internalizer or organized trading facility and (iii) any Subsidiary whose dividends may be restricted,
other activities undertaken by such Subsidiary may be limited or other regulatory actions with respect to such Subsidiary may be
taken, in each case by any applicable Governmental Authority in the event that such Subsidiary does not maintain capital at the
level required by such applicable Governmental Authority.


 


“Regulations T, U and X”
means Regulations T, U and X, respectively, of the Federal Reserve Board, and any successor regulations.


 


“Regulatory Capital Assets”
means assets that are held due to regulatory capital or regulatory liquidity requirements of any Regulated Subsidiary from time
to time, as set forth on the Compliance Certificate most recently delivered in accordance with Section 5.2(a) or another
written notice (in form and detail reasonably satisfactory to the Administrative Agent) delivered to the Administrative Agent (it
being understood that such assets existing as of the Closing Date are reflected on the consolidated balance sheet of the Borrower
and its Subsidiaries as part of short-term restricted cash and investments or long-term restricted cash).


 


“Related Parties” means,
with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and
advisors of such Person and of such Person’s Affiliates.


 


“Required Lenders” means,
at any time, the Lenders holding outstanding Credit Exposure and Unutilized Commitments (or, after the termination of the Commitments,
outstanding Credit Exposure) representing at least a majority of the aggregate, at such time, of all outstanding Credit Exposure
and Unutilized Commitments (or, after the termination of the Commitments, the aggregate at such time of all outstanding Credit
Exposure); provided that the Commitment of, and the portion of the outstanding Credit Exposure held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


 


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“Requirement of Law”
means, with respect to any Person, the charter, articles or certificate of organization or incorporation and bylaws or other organizational
or governing documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ, injunction, official
guidance or determination of any arbitrator or court or other Governmental Authority or any Self-Regulatory Organization, in each
case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject
or otherwise directly relating to any or all of the transactions expressly contemplated by this Agreement and the other Credit
Documents.


  


“Reserve Requirement”
means, with respect to any Interest Period, the reserve percentage (expressed as a decimal and rounded upwards, if necessary, to
the next higher 1/100th of 1%) in effect from time to time during such Interest Period, as provided by the Federal Reserve
Board, applied for determining the maximum reserve requirements (including basic, supplemental, marginal and emergency reserves)
applicable to Wells Fargo under Regulation D with respect to “Eurocurrency liabilities” within the meaning of Regulation
D, or under any similar or successor regulation with respect to Eurocurrency liabilities or Eurocurrency funding.


 


“Responsible Officer”
means, with respect to any Person, the president, the chief executive officer, the chief financial officer, any executive officer,
or any other Financial Officer of such Person, and, with respect to the Borrower, any other officer or similar official thereof
responsible for the administration of the obligations of the Borrower in respect of this Agreement or any other Credit Document.


 


“S&P” means Standard
& Poor’s Financial Services, LLC, a subsidiary of The McGraw-Hill Companies, Inc.


 


“Sanctioned Country”
means a country or territory (including the government and government instrumentalities of said country or territory) which is
presently the target of country-based Sanctions.


 


“Sanctions” means economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government (including
the U.S. Department of State, the U.S. Department of Commerce and OFAC), (ii) the United Nations Security Council, (iii) the
European Union or (iv) Her Majesty’s Treasury of the United Kingdom.


 


“Sanctions List” means
any of the lists of specially designated nationals or blocked persons or entities (or equivalent) (i.e., a Designated Person) pursuant
to Sanctions held by the U.S. government and administered by OFAC, the U.S. State Department, the U.S. Department of Commerce or
the U.S. Department of the Treasury or the United Nations Security Council or any similar list maintained by the European Union,
any other EU Member State or any other U.S. government entity.


 


“Securities Act” means
the Securities Act of 1933.


 


“Self-Regulatory Organization”
means any U.S. or foreign commission, board, agency or body that is not a Governmental Authority, but is charged with the supervision
or regulation of brokers, dealers, securities underwriting or trading, stock exchanges, clearing houses, commodities exchanges,
electronic communication networks, insurance companies or agents, investment companies or investment advisors.


 






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“Subsidiary” means, with
respect to any Person, any corporation or other Person of which more than fifty percent (50%) of the outstanding Capital Stock
having ordinary voting power to elect a majority of the board of directors, board of managers or other governing body of such Person,
is at the time, directly or indirectly, owned or controlled by such Person and one or more of its other Subsidiaries or a combination
thereof (irrespective of whether, at the time, securities of any other class or classes of any such corporation or other Person
shall or might have voting power by reason of the happening of any contingency). When used without reference to a parent entity,
the term “Subsidiary” shall be deemed to refer to a Subsidiary of the Borrower.


 


“Subsidiary Guarantor”
means each Subsidiary which is a party to any Subsidiary Guaranty.


 


“Subsidiary Guaranty”
means, collectively, the Guaranty Agreement, dated as of the Closing Date, made by NYSE in favor of the Administrative Agent and
the Lenders, and each other guaranty executed and delivered in accordance with Section 5.9(a).


 


“Syndication Agent” means
Bank of America, N.A., and its successors in its capacity as syndication agent.


 


“Taxes” means all present
or future taxes, levies, imposts, duties and similar deductions, withholdings, assessments, or other similar charges in the nature
of a tax imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Termination Date” means
the Maturity Date or such earlier date of termination of the Commitments pursuant to Section 2.5 or 8.2.


 


“The Clearing Corporation”
means The Clearing Corporation, a Delaware corporation and a Subsidiary of the Borrower.


 


“Threshold Amount” means
$200,000,000.


 


“Total Leverage Ratio”
means, with respect to any Reference Period, the ratio of (i) Consolidated Total Funded Debt as of the last day of such Reference
Period to (ii) Consolidated EBITDA for such Reference Period; provided that Consolidated Total Funded Debt shall not include
(x) Indebtedness permitted pursuant to Section 7.2(iv), 7.2(v) or 7.2(vi) except to the extent such Indebtedness
has been outstanding, as of such determination date, for more than 45 days since the borrowing thereof or (y) for purposes of determining
the Total Leverage Ratio at any time prior to the IDHC Acquisition Date (or the termination of the IDHC Acquisition Agreement),
any Indebtedness incurred or issued by the Borrower on or prior to the IDHC Acquisition Date to the extent that the net proceeds
of such Indebtedness are held as cash or Cash Equivalents by the Borrower (or any Subsidiary thereof) (whether held in deposit
or securities accounts or otherwise) to finance the IDHC Acquisition until the consummation of the IDHC Acquisition (or the termination
of the IDHC Acquisition Agreement).


 


“Total Voting Power”
means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any
meeting of stockholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully
diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable
for or convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only
upon the happening of a contingency).


 






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“Type” has the meaning
given to such term in Section 2.2(a).


 


“Unutilized Commitment”
means, with respect to any Lender at any time, such Lender’s Commitment at such time less the aggregate principal
amount of all Loans made by such Lender that are outstanding at such time.


 


“U.S. Person” means any
Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance Certificate”
has the meaning given to such term in Section 2.16(g)(ii)(B)(3).


 


“Wells Fargo” means Wells
Fargo Bank, National Association, and its successors and assigns.


 


“Wells Fargo Fee Letter”
means the letter from Wells Fargo to the Borrower, dated October 29, 2015, relating to certain fees payable by the Borrower
in respect of the transactions contemplated by this Agreement.


 


“Wholly-Owned” means,
with respect to any Subsidiary of any Person, that 100% of the outstanding Capital Stock of such Subsidiary (excluding any directors’
qualifying shares and shares required to be held by foreign nationals, in the case of a Foreign Subsidiary) is owned, directly
or indirectly, by such Person.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding Agent” means
the Borrower and the Administrative Agent.


 


1.2          
Accounting Terms. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial data (including financial ratios and other financial calculations) required
to be delivered hereunder shall be prepared in accordance with, GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower and its Subsidiaries delivered to the Lenders prior to the Closing Date; provided
that if the Borrower notifies the Administrative Agent that it wishes to amend any financial covenant in Article VI
to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Lenders wish to amend Article VI for such purpose), then compliance with such covenant shall be determined
on the basis of GAAP as in effect immediately before the relevant change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Without limiting the foregoing,
leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements
described in Section 4.9 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless
the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding
the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained
herein, any election or requirement to measure any financial liability using fair value shall be disregarded.


 






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1.3         
Other Terms; Construction.


 


(a)          The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, letter or other document
shall be construed as referring to such agreement, instrument, letter or other document as from time to time amended, supplemented,
restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set
forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns permitted hereunder, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer
to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document
to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, the Credit Document in which such references appear, (v) any reference to any law or regulation herein shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


(b)          [Reserved].


 


(c)          Notwithstanding
the foregoing, calculations to determine compliance by the Borrower with any of the covenants contained in Article VI
(and definitions related thereto) shall (or, with respect to any Acquisition or asset sale for which the consideration given
does not exceed $250,000,000, may, at the Borrower’s option) be determined in each case on a pro forma basis (a “Pro
Forma Basis”) after giving effect to any Acquisition, asset sale or incurrence or repayment of Indebtedness (each, a
“transaction”) occurring since the beginning of the applicable Reference Period and on or prior to the last
day of such period as if such transaction had occurred as of the first day of such period, in accordance with the following:


 


(i)          
any Indebtedness incurred or assumed by the Borrower or any Subsidiary thereof in connection with any transaction (including
any Indebtedness of a Person acquired in an Acquisition that is not retired or repaid in connection therewith) shall be deemed
to have been incurred or assumed as of (and with the corresponding interest expense included from) the first day of the applicable
period (and if such Indebtedness has a floating or formula rate, such Indebtedness shall, for purposes of such determination, have
an implied rate of interest during the applicable period determined by utilizing the rate of interest that is or would be in effect
with respect to such Indebtedness as of the date of determination);


 






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(ii)          any
Indebtedness retired or repaid in connection with any transaction (including any Indebtedness of a Person acquired in an Acquisition)
shall be deemed to have been retired or repaid as of (and with the corresponding interest expense excluded from) the first day
of the applicable period;


 


(iii)         with
respect to any asset disposition, income statement items (whether positive or negative) attributable to the assets sold or otherwise
disposed of shall be excluded beginning as of the first day of the applicable period; and


 


(iv)         with respect to any Acquisition, (A) income statement items (whether positive or negative) and balance sheet items
attributable to the Person or assets acquired shall (to the extent not otherwise included in the consolidated financial statements
of the Borrower and its Subsidiaries in accordance with GAAP or in accordance with other provisions of this Agreement) be included
in such calculations to the extent relating to the applicable period (provided that such income statement and balance sheet
items are reflected in financial statements or other financial data reasonably acceptable to the Administrative Agent) and (B) operating
expense reductions, cost savings and other pro forma adjustments attributable to such Acquisition may be included to the extent
that such adjustments (y) would be permitted pursuant to Article XI of Regulation S-X under the Securities Act (irrespective
of whether the Borrower is subject thereto) or (z) have been approved in writing by the Administrative Agent; provided
that each Compliance Certificate shall contain or be accompanied by a brief explanation, by footnote, schedule or otherwise, of
pro forma adjustments made pursuant to this Section 1.3(c)(iv).


 


1.4         [Reserved].


 


1.5         [Reserved].


 


1.6         Interest Rates. If at any time any interest rate quoted or otherwise made available from time to time under this
Agreement is no longer available generally, as determined by the Administrative Agent, then the Administrative Agent (after consultation
with the Borrower) may, by written notice to the Lenders and the Borrower, substitute such unavailable interest rate with another
published interest rate that adequately reflects the all-in-cost of funds denominated in such currency to the Administrative Agent.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with
respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR  Rate”
or with respect to any comparable or successor rate thereto.


 






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ARTICLE
II 


 


AMOUNT
AND TERMS OF THE LOANS


 


2.1         
Commitments.


 


(a)          
Loans. Each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make Loans
to the Borrower, from time to time on any Business Day during the period from and including the Closing Date to but excluding the
Termination Date, in an aggregate principal amount at any time outstanding not exceeding its Commitment; provided that no
Borrowing of Loans shall be made if, immediately after giving effect thereto, (y) the Credit Exposure of any Lender would
exceed its Commitment at such time or (z) the aggregate principal amount of Loans outstanding at such time would exceed the
aggregate Commitments at such time. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay
and reborrow Loans.


 


(b)          [Reserved].


 


(c)          [Reserved].


 


(d)          [Reserved].


 


2.2         
Borrowings.


 


(a)          Types of Loans. The Loans shall be denominated in Dollars and, at the option of the Borrower and subject to the terms
and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans (each, a “Type” of Loan). All Loans
comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type.


 


(b)          Notices for Borrowing Loans. In order to make a Borrowing (other than Borrowings involving continuations or
conversions of outstanding Loans, which shall be made pursuant to Section 2.11), the Borrower will give the Administrative
Agent written notice (i) not later than 12:00 noon, Charlotte, North Carolina time, three Business Days prior to each Borrowing
of Loans to be comprised of LIBOR Loans and (ii) not later than 12:00 noon, Charlotte, North Carolina time, on the Business
Day of any Borrowing of Loans to be comprised of Base Rate Loans; provided, however, that requests for the Borrowing
of any Loans to be made on the Closing Date may, at the discretion of the Administrative Agent, be given with less advance notice
than as specified hereinabove. Each such notice (each, a “Notice of Borrowing”) shall be irrevocable, shall
be given in the form of Exhibit B-1 and shall specify (1) the aggregate principal amount and initial Type of the
Loans to be made pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the initial Interest Period to
be applicable thereto, and (3) the requested Borrowing Date, which shall be a Business Day. Upon its receipt of a Notice of
Borrowing, the Administrative Agent will promptly notify each applicable Lender of the proposed Borrowing. Notwithstanding anything
to the contrary contained herein:


 


(i)           the
aggregate principal amount of each Borrowing comprised of Base Rate Loans shall not be less than $3,000,000 or, if greater, an
integral multiple of $1,000,000 in excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments), and the
aggregate principal amount of each Borrowing comprised of LIBOR Loans shall not be less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof (or, if less, in the amount of the aggregate Unutilized Commitments);


 






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(ii)          if the Borrower shall have failed to designate the Type of Loans comprising a Borrowing, the Borrower shall be deemed to
have requested a Borrowing comprised of Base Rate Loans; and


 


(iii)         if the Borrower shall have failed to select the duration of the Interest Period to be applicable to any Borrowing of LIBOR
Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month.


 


(c)          
Funding of Loans. Not later than 1:00 p.m., Charlotte, North Carolina time, on the requested Borrowing Date, each
applicable Lender will make available to the Administrative Agent at its Payment Office an amount, in immediately available funds,
equal to the amount of the Loan or Loans to be made by such Lender. To the extent such Lenders have made such amounts available
to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available
to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.


 


(d)          [Reserved].


 


(e)          [Reserved].


 


(f)           [Reserved].


 


(g)          [Reserved].


 


2.3         
Disbursements; Funding Reliance; Domicile of Loans.


 


(a)          Disbursements. The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing
in accordance with the terms of any written instructions from any Authorized Officer of the Borrower; provided that the
Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account
Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any
additional accounts or deleting any accounts listed in a previous Account Designation Letter.


 


(b)          Funding Reliance. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing,
the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2
and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in
the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower
the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. 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.


 






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(c)           
Several Obligations. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.1(c)
are several and not joint. The failure of any Lender to make any Loan or to make any such payment on any date shall not relieve
any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for
the failure of any other Lender to so make its Loan or to make any such payment required hereunder.


 


(d)           
Domicile of Loans. Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of
its Lending Offices; provided that any exercise of such option shall not affect the obligation of the Borrower to repay
such Loan to or for the account of such Lender in accordance with the terms of this Agreement.


 


2.4          
Evidence of Debt; Notes.


 


(a)           
Accounts. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to the applicable Lending Office of such Lender resulting from each Loan made by such Lending Office
of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lending Office of such
Lender from time to time under this Agreement.


 


(b)           
Register. The Administrative Agent shall maintain the Register pursuant to Section 10.6(c), and a subaccount
for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made by
such Lender, the Type of each such Loan and the Interest Period, if any, applicable 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 in respect of each such Loan
and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan
and each Lender’s share thereof.


 


(c)           
Reliance on Register. The entries made in the Register and subaccounts maintained pursuant to Section 2.4(b)
(and, if consistent with the entries of the Administrative Agent, the accounts maintained pursuant to Section 2.4(a))
shall, to the extent permitted by applicable law, be conclusive absent manifest error of the existence and amounts of the obligations
of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to
maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with
the terms of this Agreement.


 






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(d)           
Notes. The Loans made by each Lender shall, if requested by the applicable Lender (which request shall be made to
the Administrative Agent), be evidenced by a Note appropriately completed in substantially the form of Exhibit A, executed
by the Borrower and payable to the order of such Lender. Each Note shall be entitled to all of the benefits of this Agreement and
the other Credit Documents and shall be subject to the provisions hereof and thereof.


 


2.5          
Termination and Reduction of Commitments.


 


(a)           
Mandatory Termination. Unless sooner terminated pursuant to any other provision of this Section 2.5 or
Section 8.2, the Commitments shall be automatically and permanently terminated on the Termination Date.


 


(b)           
Optional Termination or Reduction. At any time and from time to time after the date hereof, upon not less than five
Business Days’ prior written notice to the Administrative Agent, the Borrower may terminate in whole or reduce in part the
aggregate Unutilized Commitments; provided that any such partial reduction shall be in an aggregate amount of not less than
$5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof. The amount of any termination or reduction made
under this Section 2.5(b) may not thereafter be reinstated; provided that a notice of termination or reduction
delivered by the Borrower under this Section 2.5(b) may state that such notice is conditioned upon the effectiveness
or occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower by written notice
to the Administrative Agent on or before one Business Day before the specified effective date if such condition is not satisfied.


 


(c)           
Ratable Application. Except as set forth in Section 2.5(d), each reduction of the Commitments pursuant
to this Section 2.5 shall be applied ratably among the Lenders according to their respective Commitments.


 


(d)           
Termination of Defaulting Lenders. The Borrower may terminate the unused amount of the Commitment(s) of any Lender
that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall
promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts
thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal,
interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing
and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent
or any Lender may have against such Defaulting Lender.


 


(e)           
Mandatory Reductions. The aggregate Commitments will automatically be reduced (i) to $375.0 million on May 13,
2016 (or, if such date is not a Business Day, on the immediately preceding Business Day) and (ii) to $250.0 million on August
13, 2016 (or, if such date is not a Business Day, on the immediately preceding Business Day).


 






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2.6          
Mandatory Payments and Prepayments.


 


(a)           
Scheduled Maturity. Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the
aggregate outstanding principal of the Loans shall be due and payable in full on the Maturity Date.


 


(b)           
Credit Exposure. In the event that, at any time, the aggregate principal amount of Loans outstanding at such time
shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof, including
following the reductions required by Section 2.5(e)), the Borrower will immediately prepay the outstanding principal
amount of the Loans in the amount of such excess.


 


(c)           
[Reserved].


 


2.7          
Voluntary Prepayments.


 


(a)           
Procedure. At any time and from time to time, the Borrower shall have the right to prepay the Loans made to the Borrower,
in whole or in part, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the
Administrative Agent not later than 12:00 noon, Charlotte, North Carolina time, three Business Days prior to each intended prepayment
of LIBOR Loans or one Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial
prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple
of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not
less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) no partial prepayment of LIBOR
Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans
under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof
and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such
prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such
notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid
(and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall
bind the Borrower to make such prepayment on the terms specified therein; provided, however, that a notice of prepayment
delivered by the Borrower under this Section 2.7(a) may state that such notice is conditioned upon the effectiveness
of other credit facilities or other debt financing or the consummation of a specified transaction set forth in such notice, in
which case such notice may be revoked by the Borrower by written notice to the Administrative Agent on or before the specified
effective date if such condition is not satisfied (and the Borrower shall pay all amounts, if any, required under Section 2.17
to be paid as a consequence of any such revocation). Loans prepaid pursuant to this Section 2.7(a) may be reborrowed,
subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under
this Section 2.7(a), the Administrative Agent will give prompt notice thereof to the Lenders; provided that
if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders
with respect thereto.


 






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(b)          Ratable Application. Each prepayment of the Loans made pursuant to Section 2.7(a) shall be applied ratably
among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.


 


2.8         
Interest.


 


(a)          General.
Subject to Section 2.8(b), the Borrower will pay interest in respect of the unpaid principal amount of each Loan made
to it, from the date of Borrowing thereof until such principal amount shall be paid in full, (i) at the Adjusted Base Rate,
as in effect from time to time during such periods as such Loan is a Base Rate Loan and (ii) at the Adjusted LIBOR Rate,
as in effect from time to time during such periods as such Loan is a LIBOR Loan.


 


(b)          Default
Interest. Upon the occurrence and during the continuance of any Event of Default under Section 8.1(a), 8.1(f)
or 8.1(g) and (at the election of the Required Lenders) upon the occurrence and during the continuance of any other
Event of Default, any principal of or interest on any Loan or any Reimbursement Obligation, 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 at a rate per annum equal to the interest rate applicable from time to time thereafter (including the Applicable
Percentage) to such Loans or other amounts plus 2% (or, in the case of interest, fees and other amounts for which no rate
is provided hereunder, at the Adjusted Base Rate plus 2%), and, in each case, such default interest shall be payable on
demand. To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against the Borrower
of any petition seeking any relief under any Debtor Relief Law.


 


(c)          Application.
Accrued (and theretofore unpaid) interest shall be payable as follows:


 


(i)           in respect of each Base Rate Loan (including any Base Rate Loan or portion thereof paid or prepaid pursuant to the provisions
of Section 2.6, except as provided hereinbelow), in arrears on the last Business Day of each calendar quarter, beginning
with the first such day to occur after the Closing Date; provided that, in the event the Loans are repaid or prepaid in
full and the Commitments have been terminated, then accrued interest in respect of all Base Rate Loans shall be payable together
with such repayment or prepayment on the date thereof;


 


(ii)          in respect of each LIBOR Loan (including any LIBOR Loan or portion thereof paid or prepaid pursuant to the provisions of
Section 2.6, except as provided hereinbelow), in arrears (y) on the last Business Day of the Interest Period applicable
thereto (subject to the provisions of Section 2.10(iv)) and (z) in addition, in the case of a LIBOR Loan with
an Interest Period having a duration of six months or longer, on each date on which interest would have been payable under clause (y)
above had successive Interest Periods of three months’ duration been applicable to such LIBOR Loan; provided that,
in the event all LIBOR Loans made pursuant to a single Borrowing are repaid or prepaid in full, then accrued interest in respect
of such LIBOR Loans shall be payable together with such repayment or prepayment on the date thereof and any amounts due under Section 2.17,
to the extent applicable; and


 






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(iii)         in
respect of any Loan, at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand.


 


(d)          
Maximum. Nothing contained in this Agreement or in any other Credit Document shall be deemed to establish or require
the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest
payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law
to be charged by such Lender, the amount of interest payable for its account on such interest payment date shall be automatically
reduced to such maximum permissible amount. In the event of any such reduction affecting any Lender, if from time to time thereafter
the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount
permitted by applicable law to be charged by such Lender, then the amount of interest payable for its account on such subsequent
interest payment date shall be automatically increased to such maximum permissible amount; provided that at no time shall
the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to this sentence exceed the
aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence.


 


(e)          
Determination. The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest
rate for each Borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Conversion/Continuation,
and upon each change in the Base Rate; provided, however, that the failure of the Administrative Agent to provide
the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder
nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination (including
each determination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all parties hereto.


 


2.9         
Fees.


 


(a)          
The Borrower agrees to pay:


 


(i)           To
Wells Fargo, for its own account, the administrative fee required under the Wells Fargo Fee Letter to be paid to Wells Fargo,
in the amounts due and at the times due as required by the terms thereof; and


 


(ii)          To the Administrative Agent, for the account of each Lender, a commitment fee for each calendar quarter (or portion thereof)
for the period from and including the Closing Date to but excluding the Termination Date, at a per annum rate equal to the Applicable
Percentage in effect for such fee from time to time during such quarter on such Lender’s ratable share (based on the proportion
that its Commitment bears to the aggregate Commitments) of the average daily aggregate Unutilized Commitments, payable in arrears
(i) on the last Business Day of each calendar quarter, beginning with the first such day to occur after the Closing Date,
and (ii) on the Termination Date.


 


(iii)         [Reserved].


 






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(iv)          [Reserved].


 


(b)          [Reserved].


 


2.10        Interest
Periods. Concurrently with the giving of a Notice of Borrowing of LIBOR Loans or Notice of Conversion/Continuation in respect
of any Borrowing comprised of Base Rate Loans to be converted into, or LIBOR Loans to be continued as, LIBOR Loans, the Borrower
shall have the right to elect, pursuant to such notice, the interest period (each, an “Interest Period”) to
be applicable to such LIBOR Loans, which Interest Period shall, at the option of the Borrower, be a one-, two-, three- or six-month
period; provided, however, that:


 


(i)            all
LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period;


 


(ii)           the
initial Interest Period for any LIBOR Loan shall commence on the date of the Borrowing of such LIBOR Loan (including the date of
any continuation of, or conversion into, such LIBOR Loan), and each successive Interest Period applicable to such LIBOR Loan shall
commence on the day on which the next preceding Interest Period applicable thereto expires;


 


(iii)          LIBOR
Loans may not be outstanding under more than 10 separate Interest Periods at any one time (for which purpose Interest Periods shall
be deemed to be separate even if they are coterminous);


 


(iv)          if
any Interest Period otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding
Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall
expire on the next preceding Business Day;


 


(v)           the
Borrower may not select any Interest Period that expires after the Maturity Date;


 


(vi)          if
any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such
Interest Period would otherwise expire, such Interest Period shall expire on the last Business Day of such calendar month; and


 


(vii)         the
Borrower may not select any Interest Period (and consequently, no LIBOR Loans shall be made) if an Event of Default shall have
occurred and be continuing at the time of such Notice of Borrowing or Notice of Conversion/Continuation with respect to any Borrowing.



 



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2.11        Conversions
and Continuations.






 


(a)          General.
The Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a
portion of the outstanding principal amount of any Base Rate Loans into LIBOR Loans, or to convert any LIBOR Loans the Interest
Periods for which end on the same day into Base Rate Loans, or (ii) upon the expiration of any Interest Period, to continue all
or a portion of the outstanding principal amount of any LIBOR Loans the Interest Periods for which end on the same day for an additional
Interest Period; provided that (x) any such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate principal
amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; any such conversion of
Base Rate Loans into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $5,000,000 or,
if greater, an integral multiple of $1,000,000 in excess thereof; and no partial conversion of LIBOR Loans made pursuant to a single
Borrowing shall reduce the outstanding principal amount of such LIBOR Loans to less than $5,000,000 or to any greater amount not
an integral multiple of $1,000,000 in excess thereof, (y) except as otherwise provided in Section 2.15(f), LIBOR Loans may
be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR
Loan is converted into a Base Rate Loan on any day other than the last day of the Interest Period applicable thereto, the Borrower
will pay, upon such conversion, all amounts required under Section 2.17 to be paid as a consequence thereof) and (z) no
conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of an Event
of Default.


 


(b)          Procedure.
The Borrower shall make each such election by giving the Administrative Agent written notice (i) not later than 12:00 noon, Charlotte,
North Carolina time, three Business Days prior to the intended effective date of any conversion of Base Rate Loans into LIBOR Loans,
or any continuation of LIBOR Loans and (ii) not later than 12:00 noon, Charlotte, North Carolina time, one Business Day prior to
the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of
Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-2 and shall specify (x)
the date of such conversion or continuation (which shall be a Business Day), (y) in the case of a conversion into, or a continuation
of, LIBOR Loans, the Interest Period to be applicable thereto, and (z) the aggregate amount and Type of the Loans being converted
or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable
Lender of the proposed conversion or continuation. In the event that the Borrower shall fail to deliver a Notice of Conversion/Continuation
as provided herein with respect to any of its outstanding LIBOR Loans, such LIBOR Loans shall automatically be continued as LIBOR
Loans with an Interest Period of one month upon the expiration of the then-current Interest Period applicable thereto (unless repaid
pursuant to the terms hereof). In the event the Borrower shall have failed to select in a Notice of Conversion/Continuation the
duration of the Interest Period to be applicable to any conversion into, or continuation of, its LIBOR Loans, then the Borrower
shall be deemed to have selected an Interest Period with a duration of one month.


 


2.12        Method
of Payments; Computations; Apportionment of Payments.


 


(a)          Payments
by Borrower. All payments by the Borrower hereunder shall be made without setoff, counterclaim or other defense, in Dollars
and in immediately available funds to the Administrative Agent, for the account of the Lenders entitled to such payment or the
Administrative Agent, as the case may be (except as otherwise expressly provided herein as to payments required to be made directly
to the Lenders) at its Payment Office prior to 1:00 p.m., Charlotte, North Carolina time, on the date payment is due. Any payment
made as required hereinabove, but after 1:00 p.m., Charlotte, North Carolina time, shall be deemed to have been made on the next
succeeding Business Day. If any payment falls due on a day that is not a Business Day, then such due date shall be extended to
the next succeeding Business Day (except that in the case of LIBOR Loans to which the provisions of Section 2.10(iv) are
applicable, such due date shall be the next preceding Business Day), and such extension of time shall then be included in the computation
of payment of interest, fees or other applicable amounts.


 



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(b)          Distributions
by Administrative Agent. The Administrative Agent will distribute to the Lenders like amounts relating to payments made to
the Administrative Agent for the account of the Lenders as follows: (i) if the payment is received by 1:00 p.m., Charlotte, North
Carolina time, in immediately available funds, the Administrative Agent will make available to each relevant Lender on the same
date, by wire transfer of immediately available funds, such Lender’s ratable share of such payment (based on the percentage
that the amount of the relevant payment owing to such Lender bears to the total amount of such payment owing to all of the relevant
Lenders), and (ii) if such payment is received after 1:00 p.m., Charlotte, North Carolina time, or in other than immediately available
funds, the Administrative Agent will make available to each such Lender its ratable share of such payment by wire transfer of immediately
available funds on the next succeeding Business Day (or in the case of uncollected funds, as soon as practicable after collected).
If the Administrative Agent shall not have made a required distribution to the appropriate Lenders as required hereinabove after
receiving a payment for the account of such Lenders, the Administrative Agent will pay to each such Lender, on demand, its ratable
share of such payment with interest thereon at the Federal Funds Rate for each day from the date such amount was required to be
disbursed by the Administrative Agent until the date repaid to such Lender.


 


(c)          Payment
Reliance. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment
is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment,
then each Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


 


(d)          Computations.
All computations of interest and fees hereunder (including computations of the Reserve Requirement) shall be made on the basis
of a year consisting of (i) in the case of interest on Base Rate Loans based on the prime commercial lending rate of the Person
serving as the Administrative Agent, 365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each case
under (i) and (ii) above, with regard to the actual number of days (including the first day, but excluding the last day) elapsed.


 



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(e)          Application
after Acceleration. Notwithstanding any other provision of this Agreement or any other Credit Document to the contrary, all
amounts collected or received by the Administrative Agent or any Lender after acceleration of the Loans pursuant to Section
8.2 shall be applied as follows:


 


(i)            first,
to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and consultants’
fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Administrative
Agent in connection with enforcing the rights of the Lenders under the Credit Documents;


 


(ii)           second,
to the payment of any fees owed to the Administrative Agent hereunder or under any other Credit Document;


 


(iii)          third,
to the payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ and consultants’
fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Lenders
in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender;


 


(iv)          fourth,
to the payment of all of the Obligations consisting of accrued fees and interest (including fees incurred and interest accruing
at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and
interest accruing is allowed in such proceeding);


 


(v)           fifth,
to the payment of the outstanding principal amount of the Obligations;


 


(vi)          sixth,
to the payment of all other Obligations and other obligations that shall have become due and payable under the Credit Documents
and not repaid; and


 


(vii)         seventh,
to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus.


 


In carrying out the foregoing, (x) amounts received shall be
applied in the numerical order provided until exhausted prior to application to the next succeeding category, and (y) all amounts
shall be apportioned ratably among the Lenders in proportion to the amounts of such principal, interest, fees or other Obligations
owed to them respectively pursuant to clauses (iii) through (vii) above.


 


2.13        Recovery
of Payments.


 


(a)          From
Borrower. The Borrower agrees that to the extent the Borrower makes a payment or payments to or for the account of the Administrative
Agent or any Lender, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law (whether as a result of
any demand, settlement, litigation or otherwise), then, to the extent of such payment or repayment, the Obligation intended to
be satisfied shall be revived and continued in full force and effect as if such payment had not been received.


 



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(b)          From
Lenders. If any amounts distributed by the Administrative Agent to any Lender are subsequently returned or repaid by the Administrative
Agent to the Borrower, its representative or successor in interest, or any other Person, whether by court order, by settlement
approved by the Lender in question, or pursuant to applicable Requirements of Law, such Lender will, promptly upon receipt of notice
thereof from the Administrative Agent, pay the Administrative Agent such amount. If any such amounts are recovered by the Administrative
Agent from the Borrower, its representative or successor in interest or such other Person, the Administrative Agent will redistribute
such amounts to the Lenders on the same basis as such amounts were originally distributed.


 


2.14        Pro
Rata Treatment.


 


(a)          General.
All fundings, continuations and conversions of Loans shall be made by the Lenders pro rata on the basis of their respective Commitments
(in the case of the funding of Loans pursuant to Section 2.2) or on the basis of their respective outstanding Loans (in
the case of continuations and conversions of Loans pursuant to Section 2.11, or in the event the Commitments for Loans have
expired or have been terminated), as the case may be from time to time. All payments on account of principal of or interest on
any Loans, fees or any other Obligations owing to or for the account of any one or more Lenders shall be apportioned ratably among
such Lenders in proportion to the amounts of such principal, interest, fees or other Obligations owed to them respectively.


 


(b)          Sharing
of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect
of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent
of such fact and (ii) purchase (for cash at face value) participations in the Loans and such other Obligations of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing
them; provided that (x) if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
and (y) the provisions of this Section 2.14 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 to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions
of this Section 2.14(b) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against
the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or similar law, any Lender
receives a secured claim in lieu of a setoff to which this Section 2.14(b) applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this
Section 2.14(b) to share in the benefits of any recovery on such secured claim.


 



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2.15        Increased
Costs; Change in Circumstances; Illegality.


 


(a)          Increased
Costs Generally. If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except the Reserve Requirement reflected
in the LIBOR Rate);


 


(ii)           subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other
liabilities or capital attributable thereto; or


 


(iii)          impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
LIBOR Loans made by such Lender, excluding costs or expenses to the extent reflected in the Reserve Requirement;


 


and the result of any of the foregoing shall be to increase
the cost to such Lender or such other Recipient of continuing, converting, making or maintaining any LIBOR Loan (or of maintaining
its obligation to continue, convert or make any such Loan) by an amount deemed by such Lender or such other Recipient to be material,
or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal,
interest or any other amount) by an amount deemed by such Lender or such other Recipient to be material, then, upon request of
such Lender or such other Recipient, the Borrower will pay to such Lender or such other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred
or reduction suffered.


 


(b)          Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or
such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender or
such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed
by such Lender to be material, then from time to time the Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 


(c)          Certificates
for Reimbursement. A certificate of a Lender (which shall set forth the basis for such amount and the calculation thereof in
reasonable detail) setting forth the amount or amounts necessary to compensate such Lender or its respective holding company, as
specified in Section 2.15(a) or 2.15(b), and delivered to the Borrower shall be conclusive absent manifest error.
The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 Business Days after receipt thereof.


 



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(d)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this
Section 2.15 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that
the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 2.15 for
any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive effect thereof).


 


(e)          Inadequacy
or Indeterminacy. If, on or prior to the first day of any Interest Period, (y) the Administrative Agent shall have determined
in good faith that adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate for such Interest Period
or (z) the Administrative Agent shall have received written notice from the Required Lenders of their determination in good faith
that the rate of interest referred to in the definition of “LIBOR Rate” upon the basis of which the Adjusted LIBOR
Rate for LIBOR Loans for such Interest Period is to be determined will not adequately and fairly reflect the cost to such Lenders
of making or maintaining LIBOR Loans during such Interest Period, the Administrative Agent will forthwith so notify the Borrower
and the Lenders. Upon such notice, (i) all then outstanding LIBOR Loans shall automatically, on the expiration date of the respective
Interest Periods applicable thereto (unless then repaid in full), be converted into Base Rate Loans, (ii) the obligation of the
Lenders to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant to the Borrowing
to which such Interest Period applies), and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time
thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in each case until the Administrative
Agent or the Required Lenders, as the case may be, shall have determined that the circumstances giving rise to such suspension
no longer exist (and the Required Lenders, if making such determination, shall have so notified the Administrative Agent), and
the Administrative Agent shall have so notified the Borrower and the Lenders.


 


(f)          Illegality.
Notwithstanding any other provision in this Agreement, if, at any time after the date hereof and from time to time, any Lender
shall have determined in good faith that the introduction of or any change in any applicable law, rule or regulation or in the
interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof,
or compliance with any guideline or request from any such Governmental Authority (whether or not having the force of law), has
or would have the effect of making it unlawful for such Lender to make or to continue to make or maintain LIBOR Loans, such Lender
will forthwith so notify the Administrative Agent and the Borrower. Upon such notice, (i) each of such Lender’s then outstanding
LIBOR Loans shall automatically, on the expiration date of the respective Interest Period applicable thereto (or, to the extent
any such LIBOR Loan may not lawfully be maintained as a LIBOR Loan until such expiration date, upon such notice) and to the extent
not sooner prepaid, be converted into a Base Rate Loan, (ii) the obligation of such Lender to make, to convert Base Rate Loans
into, or to continue, LIBOR Loans shall be suspended (including pursuant to any Borrowing for which the Administrative Agent has
received a Notice of Borrowing but for which the Borrowing Date has not arrived), and (iii) any Notice of Borrowing or Notice of
Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall, as to such Lender, be deemed to be a request
for a Base Rate Loan, in each case until such Lender shall have determined that the circumstances giving rise to such suspension
no longer exist and shall have so notified the Administrative Agent, and the Administrative Agent shall have so notified the Borrower.


 



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(g)          Similar
Treatment. Notwithstanding the foregoing Sections 2.15(a), 2.15(b), and 2.15(f), no Lender or Recipient
shall impose any costs specified therein or make any request for compensation pursuant thereto (or be entitled to any such additional
costs) unless such Lender or Recipient is then generally imposing such cost upon or requesting such compensation from borrowers
that are financial institutions in connection with similar credit facilities containing similar provisions and at the time of such
request certifies to the Borrower to the effect of the foregoing.


 


2.16        Taxes.


 


(a)          [Reserved].


 


(b)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Credit Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction
or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section
2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(c)          Payment
of Other Taxes by the Borrower. The Borrower (without duplication of Section 2.16(b)) shall timely pay to the relevant
Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent or such other Recipient
timely reimburse it for the payment of, any Other Taxes.


 


(d)          Indemnification
by the Borrower. The Borrower shall indemnify each Recipient, within 10 Business Days after written demand therefor, for the
full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 2.16) payable or paid by such Recipient (whether directly or pursuant to Section 2.16(e)) or required
to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with
respect thereto. A certificate as to the amount of such payment or liability (which shall be in reasonable detail) delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error. The Administrative Agent and each Lender agrees to cooperate with any reasonable
request made by the Borrower in respect of a claim of a refund in respect of Indemnified Taxes as to which it has been indemnified
by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16(d) if (i)
the Borrower has agreed in writing to pay all of the Administrative Agent’s or such Lender’s reasonable out-of-pocket
costs and expenses relating to such claim, (ii) the Administrative Agent or such Lender determines, in its good faith judgment,
that it would not be disadvantaged, unduly burdened or prejudiced as a result of such claim and (iii) the Borrower furnishes, upon
request of the Administrative Agent or such Lender, an opinion of tax counsel (such opinion and such counsel to be reasonably acceptable
to the Administrative Agent or such Lender) to the effect that such Indemnified Taxes were wrongly or illegally imposed. This Section
2.16(d) shall not be construed to require any indemnified party to make available its Tax returns (or any other information
relating to its Taxes that it reasonably deems confidential) to the Borrower or any other Person.


 



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(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 Business Days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 10.6(d) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Credit Document or otherwise payable by the Administrative Agent to such Lender from any other source against
any amount due to the Administrative Agent under this Section 2.16(e).


 


(f)          Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this
Section 2.16, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(g)          Status
of Lenders.


 


(i)            Any
Lender that is entitled to an exemption from, or reduction in the rate of, the imposition, deduction or withholding of any Indemnified
Taxes with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the
time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation
reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without imposition, deduction
or withholding of such Indemnified Taxes or at a reduced rate. In addition, any Lender, if reasonably requested by the Borrower
or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section
2.16(g)(ii)(A), 2.16(g)(ii)(B) or 2.16(g)(ii)(D)) shall not be required if such Lender is not legally able to
complete, execute and submit such documentation.


 



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(ii)           Without
limiting the generality of the foregoing,


 


(A)         any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(1)           in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN-E establishing an exemption from, or reduction
of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any
other applicable payments under any Credit Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)           executed
copies of IRS Form W-8ECI;


 


(3)           in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E; or


 



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(4)           to
the extent a Foreign Lender is not the beneficial owner of a payment received under any of the Credit Documents, executed copies
of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form
of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as
applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign
Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit E-4 on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit
the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)         if
a payment made to a Lender under any Credit Document would be subject to 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 the 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
the 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 Section 2.16(g)(ii)(D), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any form
or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or
certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 



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(h)          Treatment
of Certain Refunds. If any party determines, in its reasonable discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including by the payment of additional amounts
pursuant to this Section 2.16) or that it has obtained, utilized and retained a Tax credit or relief which is attributable
to such indemnity payment or additional amount, it shall pay to the indemnifying party an amount equal to such refund or the amount
of such credit or relief (but only to the extent of indemnity payments made under this Section 2.16 with respect to the
Taxes giving rise to such refund, credit or relief), net of all reasonable out-of-pocket expenses of such indemnified party and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund, credit or relief).
Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over
pursuant to this Section 2.16(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay an amount in respect of such refund, credit or relief to such Governmental
Authority. Notwithstanding anything to the contrary in this Section 2.16(h), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this Section 2.16(h) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments
or additional amounts giving rise to such refund, credit or relief had never been paid. This Section 2.16(h) shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that
it reasonably deems confidential) to the indemnifying party or any other Person.


 


(i)           [Reserved].


 


(j)           Survival.
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Credit Document.


 


2.17        Compensation.
The Borrower will compensate each Lender upon demand for all losses, expenses and liabilities (including any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund or maintain LIBOR
Loans) that such Lender may incur or sustain (i) if for any reason (other than a default by such Lender) a Borrowing or continuation
of, or conversion into, a LIBOR Loan to the Borrower does not occur on a date specified therefor in a Notice of Borrowing or Notice
of Conversion/Continuation given by the Borrower, (ii) if any repayment, prepayment or conversion of any LIBOR Loan to the Borrower
occurs on a date other than the last day of an Interest Period applicable thereto (including as a consequence of any assignment
made pursuant to Section 2.18(a) or any acceleration of the maturity of the Loans pursuant to Section 8.2), (iii)
if any prepayment of any LIBOR Loan to the Borrower is not made on any date specified in a notice of prepayment given by the Borrower
(including any notice that is thereafter revoked in accordance with Section 2.7(a)) or (iv) as a consequence of any other
failure by the Borrower to make any payments with respect to any LIBOR Loan to the Borrower when due hereunder. Calculation of
all amounts payable to a Lender under this Section 2.17 shall be made as though such Lender had actually funded its relevant
LIBOR Loan through the purchase of a Eurodollar deposit bearing interest at the LIBOR Rate in an amount equal to the amount of
such LIBOR Loan, having a maturity comparable to the relevant Interest Period; provided, however, that each Lender
may fund its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts
payable under this Section 2.17. A certificate (which shall be in reasonable detail) showing the bases for the determinations
set forth in this Section 2.17 by any Lender as to any additional amounts payable pursuant to this Section 2.17 shall
be submitted by such Lender to the Borrower either directly or through the Administrative Agent. Determinations set forth in any
such certificate made in good faith for purposes of this Section 2.17 of any such losses, expenses or liabilities shall
be conclusive absent manifest error.


 



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2.18        Replacement
of Lenders; Mitigation of Costs.


 


(a)          Replacement
of Lenders. The Borrower may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation
from the Borrower under Sections 2.15(a) or 2.15(b) or payments from the Borrower under Section 2.16, or (ii)
the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.15(f) or (iii) that is a Defaulting
Lender or a Non-Consenting Lender, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6),
all of its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.16) and obligations
under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that:


 


(i)           the
Administrative Agent shall have received the assignment fee specified in Section 10.6(b)(iv), which fee shall be payable
by the Borrower or such assignee;


 


(ii)      
   such Lender shall have received payment of an amount equal to the outstanding principal of its Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents
(including any amounts under Section 2.17) 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 request for compensation under Section 2.15(a)
or 2.15(b) or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments thereafter;


 


(iv)         in
the case of an assignment of the interests, rights and obligations under this Agreement and the related Credit Documents of a Non-Consenting
Lender, such assignee shall have approved (or shall approve) such consent, waiver or amendment that resulted in the Non-Consenting
Lender becoming a Non-Consenting Lender; and


 


(v)       
  such assignment does not conflict with applicable Requirements of Law.


 


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.


 



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(b)          Designation
of a Different Lending Office. If any Lender requests compensation under Section 2.15(a) or 2.15(b), or the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.16, or if any Lender gives a notice pursuant to Section 2.15(f), then such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15(a), 2.15(b) or 2.16, as
the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.15(f), as applicable, and (ii)
in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 


2.19        [Reserved].


 


2.20        [Reserved].


 


2.21        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 in Section 10.5.


 


(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 Article VIII or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 8.3 shall be applied at such time or times as may
be determined by the Administrative Agent as follows:


 


(A)         first,
to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;


 


(B)         [Reserved];


 


(C)          [Reserved];


 


(D)          second,
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;


 



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(E)          third,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to
satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement;


 


(F)          fourth,
to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by
any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;


 


(G)          fifth,
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


 


(H)          sixth,
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 which such Defaulting Lender has not fully funded its appropriate share
and (y) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender pursuant to this Section 2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 


(iii)          Certain
Fees.


 


(A)          No
Defaulting Lender shall be entitled to receive any commitment fee payable pursuant to Section 2.9(a)(ii) for any period
during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would
have been required to have been paid to that Defaulting Lender).


 


(B)          [Reserved].


 


(C)          [Reserved].


 


(iv)   
     [Reserved].


 


(v)          [Reserved].


 



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(b)          Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender,
the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, 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 Loans to
be held pro rata by the Lenders in accordance with the Commitments, 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; provided further that (x) 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 having been a Defaulting Lender, and (y) such Lender shall be obligated to
reimburse the other Lenders for any breakage expenses of the type described in Section 2.17 arising as a result of the foregoing.


 


(c)          [Reserved].


 


2.22        [Reserved].


 


ARTICLE
III


 


CONDITIONS
OF BORROWING


 


3.1          Conditions
of Effectiveness and Initial Borrowing. The Closing Date shall occur upon the satisfaction of the following conditions precedent:


 


(a)          The
Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format
acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by an
Authorized Officer of the Borrower, each dated as of the Closing Date and in such number of copies as the Administrative Agent
shall have reasonably requested (or, in the case of certificates of governmental officials, a recent date prior to the Closing
Date) and each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:


 


(i)           executed
counterparts of this Agreement;


 


(ii)          to
the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly
completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower;


 


(iii)         if
any LIBOR Loans are to be borrowed prior to the third Business Day after the Closing Date by the Borrower, the Administrative Agent
shall have received, three Business Days prior to the date such LIBOR Loans are to be borrowed, a pre-funding LIBOR indemnity letter
from the Borrower and a completed Notice of Borrowing;


 



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(iv)  
     a certificate, signed by a Responsible Officer of the Borrower, certifying (i) that
both immediately before and after giving effect to the transactions contemplated hereby, (A) all representations and
warranties of the Borrower contained in this Agreement and the other Credit Documents qualified as to materiality shall be
true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the
Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific
date, in which case such representation or warranty shall be true and correct as of such date, including the representations
set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section
3.3) and (B) no Default or Event of Default has occurred and is continuing and (ii) the current Debt Ratings; provided,
however, if the Closing Date is on the IDHC Acquisition Date, then the Responsible Officer of the Borrower shall certify only
as to the matters set forth in Section 3.3(f).


 


(v)          a certificate of the secretary or an assistant secretary of the Borrower and the Guarantor
certifying, as of the Closing Date, (i) that attached thereto is a true and complete copy of the articles or certificate of
incorporation, certificate of formation or other organizational document and all amendments thereto of such Person, certified
as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and
that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete
copy of the bylaws, operating agreement or similar governing document of such Person, as then in effect and as in effect at
all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of
such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of
directors (or similar governing body) of such Person, authorizing the execution, delivery and performance of the Credit
Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Person
executing such other Credit Documents, and attaching all such copies of the documents described above; and attaching copies
of all the documents referred to in clauses (i), (ii) and (iii) above;


 


(vi)         a
certificate as of a recent date of the good standing of the Borrower and the Guarantor as of the Closing Date, under the laws of
its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction;


 


(vii)        the
favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Borrower, and (B) in-house counsel to the Borrower,
in each case addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory
to the Administrative Agent; and


 


(viii)        the
Guaranty Agreement, dated as of the Closing Date, made by NYSE in favor of the Administrative Agent and the Lenders, duly executed
by NYSE.


 


(b)          [Reserved].


 


(c)          The
Borrower shall have paid (i) to the Arrangers, the fees required under the Joint Fee Letter to be paid to them on the Closing Date,
in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial
payment of the annual administrative fee described in the Wells Fargo Fee Letter, and (iii) to the extent invoiced to the Borrower
at least two Business Days prior to the Closing Date, all other reasonable and documented expenses of the Arrangers, the Administrative
Agent and the Lenders required (to the extent otherwise agreed to by the Borrower in writing) to be paid on or prior to the Closing
Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement and the other Credit
Documents.


 



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(d)          The
Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer
of the Borrower, including wire transfer information, directing the payment of the proceeds of any Loans made hereunder.


 


(e)          The
Administrative Agent and the Lenders shall have received the Ineligible Assignees Letter, duly executed by the Borrower.


 


(f)           The
Administrative Agent and the Lenders shall have received from the Borrower all documentation and other information requested by
the Administrative Agent or any Lender at least three Business Days prior to the Closing Date that is required to satisfy applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.


 


Without limiting the generality of the provisions
of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section
3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


3.2          Conditions
of All Borrowings. The obligation of each Lender to make any Loans hereunder (other than Loans to be made on the IDHC Acquisition
Date the proceeds of which are used to finance a portion of the consideration paid by the Borrower to consummate the IDHC Acquisition
and the other transactions contemplated thereby) is subject to the satisfaction of the following conditions precedent on the relevant
Borrowing Date:


 


(a)          The
Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b);


 


(b)          Each
of the representations and warranties of the Borrower contained in Article IV (except the representations set forth in Sections
4.5 and 4.8 which shall only be made on the Closing Date and except the representations set forth in Section 4.13
which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and in the other Credit Documents
qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects,
in each case on and as of such Borrowing Date (including the Closing Date, in the case of the any Loans made on the Closing Date
hereunder) with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans
to be made (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date,
in which case such representation or warranty shall be true and correct as of such date); and


 



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(c)          No
Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect
to the Loans to be made.


 


Each giving of a Notice of Borrowing and the consummation of
each Borrowing shall be deemed to constitute a representation by the Borrower that the statements contained in Sections 3.2(b)
and 3.2(c) are true, both as of the date of such notice or request and as of the relevant Borrowing Date.


 


3.3          Conditions
of Borrowing for IDHC Acquisition. Notwithstanding anything to the contrary contained herein (including in Section 3.2)
or in any other Credit Document, the obligation of each Lender to make any Loans the proceeds of which are used to finance a portion
of the consideration paid by the Borrower to consummate the IDHC Acquisition and the other transactions contemplated thereby is
subject to the satisfaction of the following conditions precedent, and only the following conditions precedent, on the relevant
Borrowing Date:


 


(a)          The
Borrowing of such Loans shall occur on the IDHC Acquisition Date, which shall be on or before the earlier to occur of (i) the termination
of the IDHC Acquisition Agreement in writing and (ii) April 26, 2016, or if the “Outside Date” (as defined in the IDHC
Acquisition Agreement) shall have been extended to a later date as provided in Section 8.1(a) of the IDHC Acquisition Agreement
(as in effect on October 26, 2015), such later date (but in any event not later than July 26, 2016);


 


(b)          The
Administrative Agent shall have received a certificate of the chief financial officer of the Borrower as to the solvency of the
Borrower and its Subsidiaries, taken as a whole, after giving effect to each element of the IDHC Transactions, in the form of Exhibit
F.


 


(c)          All
governmental and third party consents and all equityholder and board of directors (or comparable entity management body) authorizations
which are required under the IDHC Acquisition Agreement to effectuate the consummation of the IDHC Acquisition shall have been
obtained and shall be in full force and effect.


 



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(d)          Since
June 30, 2015, there shall not have been or occurred any event, condition or circumstance (alone or together with other occurrences
or conditions), that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse
Effect. “Company Material Adverse Effect” means (with capitalized terms (other than the terms “IDHC
Acquisition Agreement” and “Company Material Adverse Effect”) used in this Section 3.3(d) as
defined in the IDHC Acquisition Agreement) an effect, event, change, occurrence or circumstance that (i) has a material adverse
effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole or (ii)
prevents or materially delays the ability of the Company to perform its obligations under the IDHC Acquisition Agreement; provided,
however, that, in the case of clause (i), no effect, event, change, occurrence or circumstance arising or resulting from
any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has
been a Company Material Adverse Effect: (A) general changes in the industries in which the Company or its Subsidiaries operate,
(B) general changes in economic conditions, including changes in the credit, debt, financial or capital markets (including changes
in interest or exchange rates), in each case, in the United States or anywhere else in the world; (C) earthquakes, floods, hurricanes,
tornadoes, volcanic eruption, natural disasters or other acts of nature; (D) changes in global, national or regional political
conditions, including hostilities, acts of war, sabotage or terrorism (including cyberterrorism) or military actions or any escalation,
worsening of any such hostilities, acts of war, sabotage or terrorism (including cyberterrorism) or military actions existing or
underway; (E) the execution, announcement, pendency or performance of the IDHC Acquisition Agreement or the consummation of the
transactions contemplated thereby (including compliance with the covenants set forth therein and any action taken or omitted to
be taken by the Company or any of its Subsidiaries at the written request or with the prior written consent of Parent or Merger
Sub), including the impact thereof on relationships, contractual or otherwise, with, clients, customers, suppliers, distributors,
partners, financing sources or employees or independent consultants or on revenue, profitability or cash flows (provided,
that no effect shall be given to this clause (E) for purposes of Section 4.3 of the IDHC Acquisition Agreement and the certificate
contemplated by Section 7.2(c) of the IDHC Acquisition Agreement solely as it related to such Section); (F) Parent’s or its
Representatives or Affiliates announcement or other disclosure of its plans or intentions with respect to the conduct of business
(or any portion thereof) of the Company or any of its Subsidiaries after the Closing; (G) any change in the cost or availability
or other terms of any financing contemplated by Parent or Merger Sub to consummate the transactions contemplated hereby; (H) any
changes in Laws, regulatory policies, GAAP or other applicable accounting rules; (I) the fact that the prospective owner of the
Company and any of its Subsidiaries is Parent or any Affiliate of Parent; (J) any failure by the Company or any of its Subsidiaries
to meet any projections, forecasts or estimates (provided, however, that any effect, event, change, occurrence or
circumstance that caused or contributed to such failure of the Company or any of its Subsidiaries to meet projections, forecasts
or estimates shall not be excluded under this clause (J)); (K) any change in the credit rating of the Company or any of its Subsidiaries
(provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such
change in such credit rating shall not be excluded under this clause (K)); and (L) any breach of the IDHC Acquisition Agreement
by Parent or Merger Sub, except, in the case of clauses (A), (B), (C), (D) and (H), to the extent that the Company and its Subsidiaries,
taken as a whole, is affected in a materially disproportionate manner relative to the participants in the industries in which the
Company or its Subsidiaries operate, in which case, solely the incremental disproportionate adverse impact may (subject to the
terms and limits herein) shall be taken into account in determining whether there has been a Company Material Adverse Effect.


 


(e)          The
Administrative Agent shall have received, in form and substance reasonably satisfactory to the IDHC Bridge Arrangers, (i) copies
of documentation for the IDHC Acquisition and other aspects of the IDHC Transactions, including the IDHC Acquisition Agreement
and all exhibits and schedules thereto, and (ii) evidence of all consents and approvals required pursuant to the terms of the IDHC
Acquisition Agreement, including the consent of the board of directors of IDHC and of the equityholders of IDHC. The IDHC Acquisition
shall have been consummated substantially concurrently with the Borrowing of such Loans, utilizing only the sources of consideration
as agreed between the Borrower, the IDHC Bridge Arrangers, and in accordance with the terms and conditions of the IDHC Acquisition
Agreement without giving effect to any waiver, modification or consent thereunder that is materially adverse to the Lenders or
the IDHC Bridge Arrangers (as reasonably determined by the IDHC Bridge Arrangers) unless approved by the IDHC Bridge Arrangers
(which approval shall not be unreasonably withheld, conditioned or delayed), it being understood and agreed that, without limiting
the generality of the foregoing, (1) any decrease in the IDHC Acquisition consideration shall not be materially adverse to the
Lenders and the IDHC Bridge Arrangers so long as such decrease is allocated to reduce the Capital Stock of the Borrower issued
to the equityholders of IDHC as consideration for the IDHC Acquisition and the amount of such Loans on a pro rata, dollar-for-dollar
basis, (2) any increase in the purchase price shall not be materially adverse to the Lenders and the IDHC Bridge Arrangers so long
as such increase is funded solely by an increase in the amount of the Capital Stock of the Borrower issued to the equityholders
of IDHC as consideration for the IDHC Acquisition and (3) any change to the definition of “Material Adverse Effect”
shall be deemed to be a modification which is materially adverse to the Lenders and the IDHC Bridge Arrangers.


 



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(f)           The
representations and warranties made by or with respect to IDHC and its Subsidiaries in the IDHC Acquisition Agreement as are material
to the interests of the Lenders shall be true and correct such that the conditions to closing set forth in the Acquisition Agreement
are satisfied with respect thereto, but only to the extent that the Borrower or any of its Affiliates has the right to terminate
its obligations under the IDHC Acquisition Agreement, or to decline to consummate the IDHC Acquisition pursuant to the IDHC Acquisition
Agreement, as result of a breach of such representations and warranties in the IDHC Acquisition Agreement. The representations
and warranties of the Borrower set forth in Sections 4.1 (but only with respect to clause (i) therein), 4.2, 4.3
(but only with respect to clauses (i), (ii) and (iii) therein), 4.7, 4.11, 4.12 and 4.13 shall be true
and correct in all material respects (except that any representation and warranty qualified as to materiality or Material Adverse
Effect shall be true and correct in all respects).


 


(g)          No
Default or Event of Default under Section 8.1(a), 8.1(e), 8.1(f) or 8.1(g) shall have occurred
and be continuing on such date, both immediately before and after giving effect to the Loans to be made on such date.


 


(h)          Substantially
simultaneously with the Borrowing of such Loans and the consummation of the IDHC Acquisition, all existing Indebtedness of IDHC
and its Subsidiaries shall be paid in full and/or defeased. On such date, after giving effect to the IDHC Transactions, neither
IDHC nor any of its Subsidiaries shall have any outstanding Indebtedness (other than Indebtedness that the IDHC Bridge Arrangers
and the Borrower agree may remain outstanding).


 


(i)           The
Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.2(b).


 


(j)           The
aggregate principal amount of such Loans shall not exceed the aggregate Unutilized Commitments at such time (determined without
giving effect to such Loans).


 


(k)          All
fees and expenses due to the IDHC Bridge Arrangers, the Administrative Agent and the Lenders required to be paid on the IDHC Acquisition
Date (including the fees and expenses of counsel for the IDHC Bridge Arrangers and the Administrative Agent) will have been paid.


 


Without limiting the generality of the provisions
of Section 10.5, solely for purposes of determining compliance with the conditions specified in this Section 3.3,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received notice from such Lender prior to the proposed IDHC Acquisition Date specifying its
objection thereto.


 



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ARTICLE
IV


 


REPRESENTATIONS
AND WARRANTIES


 


To induce the Administrative Agent and the
Lenders to enter into this Agreement and to induce the Lenders to extend the credit contemplated hereby, the Borrower represents
and warrants to the Administrative Agent and the Lenders as follows:


 


4.1          Corporate
Organization and Power. Each of the Borrower and the Guarantors (i) is a corporation or limited company duly organized or formed,
validly existing and (in the case of the Borrower or any Domestic Subsidiary) is in good standing under the laws of the jurisdiction
of its incorporation, (ii) has the full corporate power and authority to execute, deliver and perform the Credit Documents to which
it is or will be a party, to own and hold its property and to engage in its business as presently conducted and (iii) is duly qualified
to do business as a foreign corporation or limited company and (in the case of the Borrower or any Domestic Subsidiary) is in good
standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified,
except where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect.


 


4.2          Authorization;
Enforceability. Each of the Borrower and the Guarantors has taken all necessary corporate or limited company action to execute,
deliver and perform each of the Credit Documents to which it is a party, and has (or on any later date of execution and delivery
will have) validly executed and delivered each of the Credit Documents to which it is a party. This Agreement constitutes, and
each of the other Credit Documents upon execution and delivery will constitute, the legal, valid and binding obligation of the
Borrower and each Guarantor that is a party hereto or thereto, enforceable against it in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally,
by general equitable principles or by principles of good faith and fair dealing (regardless of whether enforcement is sought in
equity or at law).


 


4.3          No
Violation. The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Credit Documents
to which it is a party, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of
its articles or certificate of incorporation or formation, its bylaws or operating agreement, or other applicable formation or
organizational documents, (ii) contravene any other Requirement of Law applicable to it, (iii) conflict with, result in a breach
of or constitute (with notice, lapse of time or both) a default under any indenture, mortgage, lease, agreement, contract or other
instrument to which it is a party, by which it or any of its properties is bound or to which it is subject or (iv) result in or
require the creation or imposition of any Lien, other than a Permitted Lien, upon any of its properties, revenues or assets; except,
in the case of clauses (ii), (iii) and (iv) above, where such violations, conflicts, breaches, defaults or liens, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 



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4.4          Governmental
and Third-Party Authorization; Permits. No consent, approval, authorization or other action by, notice to, or registration
or filing with, any Governmental Authority, Self-Regulatory Organization, or other Person is required as a condition to or otherwise
in connection with the due execution, delivery and performance by the Borrower or the Guarantors of this Agreement or any of the
other Credit Documents to which it is a party or the legality, validity or enforceability hereof or thereof, other than (i) consents,
authorizations and filings that have been made or obtained and that are in full force and effect and (ii) consents and filings
the failure to obtain or make which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. The Borrower and each Subsidiary thereof is in good standing with respect to, or has maintained in effect, all governmental
approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and
operate its properties, except for those the failure to obtain which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.


 


4.5          Litigation.
As of the Closing Date, there are no actions, investigations, suits or proceedings pending or, to the knowledge of the Borrower,
threatened, at law, in equity or in arbitration, before any court, other Governmental Authority, Self-Regulatory Organization,
arbitrator or other Person, (i) against or affecting the Borrower or any Subsidiary thereof or any of their respective properties
that would reasonably be expected to have a Material Adverse Effect, except as set forth in the Form 10-Q filed by the Borrower
with the SEC on October 28, 2015 (and there have been no material adverse developments since such date in any such actions, investigations,
suits or proceedings disclosed in such Form 10-Q), or (ii) with respect to this Agreement, any of the other Credit Documents or
any of the other transactions contemplated hereby or thereby.


 


4.6          Full
Disclosure. All factual information (other than information of a general economic or industry specific nature) heretofore,
contemporaneously or hereafter furnished in writing to the Administrative Agent, any Arranger or any Lender by or on behalf of
the Borrower or any Subsidiary thereof pursuant to this Agreement or the other Credit Documents, when taken as a whole, is or will
be true and accurate in all material respects on the date as of which such information is dated or certified (or, if such information
has been updated, amended or supplemented, on the date as of which any such update, amendment or supplement is dated or certified)
and does not or will not omit any material fact necessary to make the statements contained herein and therein, in light of the
circumstances under which such information was provided, taken as a whole, not misleading; provided that, with respect to
projections, budgets and other estimates, the Borrower represents only that such information was prepared in good faith based upon
assumptions believed by it to be reasonable at the time.


 


4.7          Margin
Regulations. The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying Margin Stock. No proceeds of the Loans will be used, directly or indirectly, to purchase
or carry any Margin Stock, to extend credit for such purpose or for any other purpose, in each case that would violate or be inconsistent
with Regulations T, U or X or any provision of the Exchange Act.


 



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4.8          No
Material Adverse Effect. As of the Closing Date, there has been no Material Adverse Effect since December 31, 2014, and there
exists no event, condition or state of facts that would reasonably be expected to result in a Material Adverse Effect.


 


4.9          Financial
Matters. The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets
of the Borrower and its Subsidiaries for the 2014 fiscal year with the related statements of income, stockholders’ equity,
comprehensive income and cash flows for the 2014 fiscal year, together with the opinions of Ernst & Young LLP thereon and (ii)
the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of September 30, 2015 with the related statements
of income, stockholders’ equity, comprehensive income and cash flows for the fiscal quarter ended on that date. Such financial
statements have been prepared in accordance with GAAP and present fairly in all material respects the financial condition of the
Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of the Borrower
and its Subsidiaries on a consolidated basis for the period then ended subject, in the case of clause (ii), to the absence of footnotes
and to normal year-end audit adjustments.


 


4.10        Compliance
with Laws. Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required
to be filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and
documents required to be retained by it under all applicable Requirements of Law, and is otherwise in compliance with all applicable
Requirements of Law in respect of the conduct of its business and the ownership and operation of its properties, including the
applicable rules of any Self-Regulatory Organization, except in each case to the extent that the failure to comply therewith, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


4.11        Investment
Company Act. The Borrower is not, and is not required to be, registered as an “investment company” under the Investment
Company Act of 1940.


 


4.12        OFAC;
Anti-Terrorism Laws.


 


(a)          The
Borrower and its Subsidiaries, and, to the best knowledge of the Borrower, its Affiliates and their respective directors, officers
and employees have conducted their business in compliance with the Anti-Corruption Laws and have instituted and maintained policies
and procedures designed to promote and achieve compliance with such laws in all material respects.


 


(b)          Neither
the Borrower nor any Subsidiary, nor, to the best knowledge of the Borrower, its Affiliates and their respective directors, officers
and employees, acting or benefiting in any capacity in connection with the extensions of credit made available under this Agreement:


 


(i)           is
a Designated Person;


 


(ii)   
      is a Person that is owned or controlled by a Designated Person;


 


(iii)         is
located, organized or resident in a Sanctioned Country; or


 



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(iv)         is
now engaged in, any material dealings or transactions (1) with any Designated Person or (2) in any Sanctioned Country.


 


(c)          Neither
the making of the Loans hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, any Anti-Corruption Laws, the
Trading with the Enemy Act, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R.,
Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto. The Borrower and each Subsidiary thereof
is in compliance in all material respects with the PATRIOT Act and all Anti-Corruption Laws.


 


4.13        Solvency.
In the event (and only in the event) that any Borrowing is requested to be made on the IDHC Acquisition Date in accordance with
Section 3.3, immediately after giving effect to the consummation of the IDHC Transactions on the applicable Borrowing Date,
the Borrower and its Subsidiaries on a consolidated basis will be solvent. For purposes of the preceding sentence, “solvent”
means that (i) the fair saleable value (on a going concern basis) of the Borrower’s assets exceeds its liabilities, contingent
or otherwise, fairly valued, (ii) the Borrower will be able to pay its debts as they become due and (iii) upon paying its debts
as they become due, the Borrower will not be left with unreasonably small capital as is necessary to satisfy all of its current
and reasonably anticipated obligations.


 


ARTICLE
V


 


AFFIRMATIVE
COVENANTS


 


The Borrower covenants and agrees that,
until the termination of the Commitments and the payment in full in cash of all principal and interest with respect to the Loans
together with all fees, expenses and other amounts then due and owing hereunder:


 


5.1          Financial
Statements. The Borrower will deliver to the Administrative Agent on behalf of the Lenders:


 


(a)          As
soon as available and in any event within 45 days (or, if earlier and if applicable to the Borrower, the quarterly report deadline
under the Exchange Act rules and regulations) after the end of each of the first three fiscal quarters of each fiscal year, beginning
with the first fiscal quarter of fiscal year 2016, unaudited consolidated balance sheets of the Borrower and its Subsidiaries as
of the end of such fiscal quarter and unaudited consolidated statements of income, cash flows and stockholders’ equity for
the Borrower and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each
case setting forth comparative consolidated figures as of the end of and for the corresponding period in the preceding fiscal year,
all in reasonable detail and prepared in accordance with GAAP (subject to the absence of notes required by GAAP and subject to
normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect
on the financial condition or results of operations of any change in the application of accounting principles and practices during
such quarter; and


 



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(b)          As
soon as available and in any event within 90 days (or, if earlier and if applicable to the Borrower, the annual report deadline
under the Exchange Act rules and regulations) after the end of each fiscal year, beginning with fiscal year 2015, an audited consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statements
of income, cash flows and stockholders’ equity for the Borrower and its Subsidiaries for the fiscal year then ended, including
the notes thereto, in each case setting forth comparative consolidated figures as of the end of and for the preceding fiscal year,
all in reasonable detail and (with respect to the audited statements) certified by the independent certified public accounting
firm regularly retained by the Borrower or another independent certified public accounting firm of recognized national standing
reasonably acceptable to the Administrative Agent, together with a report thereon by such accountants that is not qualified as
to going concern or scope of audit and to the effect that such financial statements present fairly in all material respects the
consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods
indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the
effect on the financial condition or results of operations of any change in the application of accounting principles and practices
during such year.


 


Documents required to be delivered pursuant to Sections
5.1, 5.2(a) or 5.2(b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower provides notice to the Lenders that such information has been posted on the Borrower’s
website on the Internet at http://ir.theice.com/sec.cfm, at www.sec.gov/edgar/searchedgar/webusers.htm or at another
website identified in such notice and accessible by the Lenders without charge; or (ii) on which such documents are posted on
the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Administrative Agent and each
Lender has access; provided that (x) upon the request of the Administrative Agent or any Lender lacking access to the internet
or SyndTrak, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender (until a written
request to cease delivering paper copies is given by the Administrative Agent or such Lender) and (y) the Borrower shall notify
(which may be by a facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any documents. The
Administrative Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to
in the proviso to the immediately preceding sentence or to monitor compliance by the Borrower with any such request for delivery,
and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


5.2          Other
Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:


 


(a)          Concurrently
with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Compliance Certificate
with respect to the period covered by the financial statements being delivered thereunder, executed by a Financial Officer of the
Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article
VI as of the last day of the period covered by such financial statements and containing explanatory footnotes of all pro forma
adjustments and all adjustments to Consolidated EBITDA;


 



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(b)          Promptly
upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that
the Borrower shall send or make available generally to its stockholders, (ii) all material regular, periodic and special reports,
registration statements and prospectuses (other than on Form S-8) that the Borrower shall render to or file with the SEC and (iii)
all press releases (excluding member notes and circulars) made available generally by the Borrower or any Subsidiary thereof to
the public concerning material developments in the business of the Borrower and its Subsidiaries; provided that notwithstanding
anything to the contrary included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative
Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth
in clauses (i), (ii) or (iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice
shall be required to be provided by the Borrower to the Administrative Agent and the Lenders with respect thereto;


 


(c)          Promptly
upon (and in any event within five Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written
notice of any of the following:


 


(i)           the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of
the Borrower specifying the nature of such Default or Event of Default;


 


(ii)          the
institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any
of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization
(other than routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation
or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);


 


(iii)         any
change in the Debt Ratings; and


 


(iv)    
    any other matter or event that has, or would reasonably be expected to have, a Material Adverse
Effect.


 


(d)          As
promptly as reasonably possible, such other information about the business, financial condition, operations or properties of the
Borrower or any of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to
time reasonably request (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory
Organization with jurisdiction over any Regulated Subsidiary).


 



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5.3          Existence;
Franchises; Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain and preserve
in full force and effect its legal existence, except as expressly permitted otherwise by Section 7.1 or 7.4, (ii)
obtain, maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals
and authorizations required by Governmental Authorities and Self-Regulatory Organizations necessary to the ownership, occupation
or use of its properties or the conduct of its business, except to the extent the failure to do so would not reasonably be expected
to have a Material Adverse Effect, and (iii) keep all material properties in good working order and condition (normal wear and
tear and damage by casualty excepted); provided that this Section 5.3 shall not prevent the Borrower or any Subsidiary
thereof from discontinuing the operation and the maintenance of any of its properties if such discontinuance, in the judgment of
the Borrower, is desirable in or not disadvantageous to the conduct of the business of it and its Subsidiaries.


 


5.4          Use
of Proceeds. The proceeds of the Loans shall be used for working capital and general corporate purposes of the Borrower, including
the consummation of IDHC Acquisition but specifically excluding the backstop of commercial paper.


 


5.5          Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply in all respects with all Requirements of Law
applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the
failure so to comply would not reasonably be expected to have a Material Adverse Effect.


 


5.6          Payment
of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it, upon its income or profits or upon any of its properties, prior to the date on which penalties
would attach thereto, and all lawful claims that, if unpaid, would become a Lien (other than a Permitted Lien) upon any of the
properties of any such Person except to the extent failure to do so would not reasonably be expected to have a Material Adverse
Effect; provided, however, that no such Person shall be required to pay any such tax, assessment, charge, levy or
claim that is being contested in good faith and by proper proceedings and as to which such Person is maintaining adequate reserves
with respect thereto in accordance with GAAP (or, in the case of the Foreign Subsidiaries, generally accepted accounting principles
in the jurisdiction of its organization).


 


5.7          Insurance.
The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies
insurance with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such
amounts, as is customarily maintained by companies in the same or similar businesses similarly situated.


 



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5.8          Maintenance
of Books and Records; Inspection. The Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books,
accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business
and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP (or, in
the case of the Foreign Subsidiaries, generally accepted accounting principles in the jurisdiction of its organization) and in
compliance with the requirements of any Governmental Authority or Self-Regulatory Organization having jurisdiction over it, and
(ii) permit employees or agents of the Administrative Agent or any Lender to visit and inspect its properties and examine or audit
its books, records, working papers and accounts (except with respect to information relating to communications with any Governmental
Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary or which are confidential with respect
to members or users of such Regulated Subsidiaries), and make copies and memoranda of them, and to discuss its affairs, finances
and accounts with its officers and employees and, upon reasonable notice to the Borrower, the independent public accountants of
the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs
of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours,
as may be reasonably requested; provided that (i) all such visits shall be coordinated through the Administrative Agent,
(ii) unless a Default or Event of Default exists, no more than one such visit during any fiscal year shall be at the expense of
the Borrower, and (iii) when a Default or Event of Default exists, the Administrative Agent may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without advance notice.


 


5.9          Subsidiary
Guarantors.


 


(a)          The
Borrower may from time to time, with respect to any Subsidiary of the Borrower, deliver to the Administrative Agent a Subsidiary
Guaranty to provide a guaranty of the Obligations, which shall be in a form reasonably acceptable to the Administrative Agent,
executed by such Subsidiary of the Borrower. In connection with any such Subsidiary Guaranty, the Borrower will deliver to the
Lenders the following items:


 


(i)     
     an opinion of counsel (who may be in-house counsel for the Borrower) addressed to the
Administrative Agent and the Lenders, substantially to the effect that such Subsidiary Guaranty by such Person has been duly
authorized, executed and delivered and that such Subsidiary Guaranty constitutes the legal, valid and binding obligation of
such Person enforceable in accordance with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law) and addressing such other matters as the Administrative Agent shall reasonably request to the extent
permitted by Requirements of Law; and


 


(ii)          (A)
a copy of the certificate of incorporation (or other charter documents) of such Subsidiary, certified as of a date that is reasonably
acceptable to the Administrative Agent by the applicable Governmental Authority of the jurisdiction of incorporation or organization
of such Subsidiary, (B) a copy of the bylaws, articles of association or similar organizational document of such Subsidiary, certified
on behalf of such Subsidiary as of a date that is reasonably acceptable to the Administrative Agent by the corporate secretary
or assistant secretary of such Subsidiary, (C) an original certificate of good standing, if applicable, for such Subsidiary, issued
by the applicable Governmental Authority of the jurisdiction of incorporation or organization of such Subsidiary and (D) copies
of the resolutions of the board of directors and, if required, stockholders or other equity owners of such Subsidiary authorizing
the execution, delivery and performance of the agreements, documents and instruments executed pursuant to this Section 5.9,
certified on behalf of such Subsidiary by an Authorized Officer of such Subsidiary, all in form and substance reasonably satisfactory
to the Administrative Agent.


 



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(b)          Except
while any commitments in respect of, or loans made under, the IDHC Bridge Facility remain outstanding, the Lenders agree that any
Subsidiary Guarantor shall be automatically released from any Subsidiary Guaranty upon (x) the sale, disposition or transfer of
such Subsidiary or its assets in a transaction not prohibited by this Agreement or (y) the written request of the Borrower (including
a certification that the following conditions to release have been or will be concurrently satisfied): (i) at the time of such
release and discharge and immediately after giving effect thereto, no Default or Event of Default shall exist and (ii) if such
Subsidiary Guarantor is NYSE, at the time of such release and discharge, the lowest rating of any issuance by the Borrower of senior,
unsecured, long−term indebtedness for borrowed money that, immediately after giving effect to such release and discharge,
is not guaranteed by any Person that is not also a Guarantor of the Obligations or subject to any other credit enhancement by Standard
& Poor’s Financial Services LLC and Moody’s Investors Service, Inc. is not less than BBB- and Baa3 respectively.


 


5.10        Anti-Corruption
Laws, OFAC, PATRIOT Act Compliance.


 


(a)          The
Borrower shall not, and shall ensure that none of its Subsidiaries will, knowingly use the proceeds of any Loan:


 


(i)   
       for any purpose which would violate the Anti-Corruption Laws;


 


(ii)          to
fund, finance or facilitate any activity, business or transaction of or with any Designated Person or in any Sanctioned Country,
or otherwise in violation of Sanctions; or


 


(iii)   
     in any other manner that would result in a material violation of any applicable Sanctions by the
Administrative Agent or any Lender.


 


(b)          The
Borrower shall not, and shall ensure that none of its Subsidiaries will, use funds or assets obtained from transactions with or
otherwise relating to (i) Designated Persons or (ii) any Sanctioned Country, to pay or repay any Obligation.


 


(c)          The
Borrower shall, and shall ensure that each of its Subsidiaries will:


 


(i)           conduct
its business in compliance with the Anti-Corruption Laws;


 


(ii)     
    maintain policies and procedures designed to promote and achieve compliance with the Anti-Corruption
Laws; and


 


(iii)         have appropriate controls and safeguards in place designed to prevent any proceeds of any
extension of credit made hereunder from being used contrary to the representations and undertakings set forth herein.


 


(d)          The
Borrower shall, and shall ensure that each of its Subsidiaries will, comply in all material respects with all foreign and domestic
laws, rules and regulations (including the Patriot Act, foreign exchange control regulations, foreign asset control regulations
and other trade-related regulations).


 



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ARTICLE
VI


 


FINANCIAL
COVENANT


 


The Borrower covenants and agrees that,
until the termination of the Commitments and the payment in full in cash of all principal and interest with respect to the Loans
together with all fees, expenses and other amounts then due and owing hereunder:


 


6.1          Maximum Total Leverage Ratio.
The Total Leverage Ratio as of the last day of any fiscal quarter ending after the Closing Date shall not be greater than the ratio
of (i) at any time prior to the IDHC Acquisition Date (or the termination of the IDHC Acquisition Agreement), 3.25 to 1.00,
or (ii) at any time on or after the IDHC Acquisition Date, 3.75 to 1.00.


 


ARTICLE
VII


 


NEGATIVE
COVENANTS


 


The Borrower covenants and agrees that,
until the termination of the Commitments and the payment in full in cash of all principal and interest with respect to the Loans
together with all fees, expenses and other amounts then due and owing hereunder:


 


7.1          Merger; Consolidation. The
Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation,
amalgamation, merger or other combination, except:


 


(i)          any
Subsidiary of the Borrower (other than any Guarantor) may merge, consolidate or amalgamate with, or be liquidated into, (x) the
Borrower (so long as the Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Borrower (other
than any Guarantor unless the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred
and is continuing or would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not
prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly
Owned Subsidiary;


 


(ii)         so long as no Event of
Default has occurred and is continuing or would result therefrom, the Borrower may merge, consolidate or amalgamate with another
Person (other than the Borrower or any Subsidiary thereof), so long as the Borrower is the surviving entity; and


 


(iii)        to the extent not otherwise
permitted under the foregoing clauses, any Subsidiary that has sold, transferred or otherwise disposed of all or substantially
all of its assets in connection with a transaction permitted under this Agreement and/or no longer conducts any active trade or
business may be liquidated, wound up or dissolved or may otherwise cease to exist pursuant to a transaction not prohibited by this
Agreement.


 






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7.2          Subsidiary Indebtedness. The
Borrower will not permit or cause any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness other than
(without duplication):


 


(i)         
Indebtedness of (a) any Guarantor in favor of the Administrative Agent and the Lenders incurred under this Agreement and the
other Credit Documents or (b) ICE Europe Parent Limited incurred pursuant to the Credit Agreement, dated as of April 3,
2014 (as amended), among the Borrower, ICE Europe Parent Limited, the lenders from time to time party thereto and Wells
Fargo, as administrative agent;


 


(ii)         accrued expenses (including
salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising
in the ordinary course of business and not incurred through the borrowing of money, in each case to the extent constituting Indebtedness;


 


(iii)        Indebtedness of any Subsidiary
of the Borrower owed to the Borrower or any Subsidiary thereof; provided that all secured Indebtedness permitted pursuant
to this Section 7.2(iii) that is owed to any Person other than the Borrower or a Guarantor shall be secured by Liens
permitted under Section 7.3(xiii);


 


(iv)        Indebtedness
of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including
silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and
capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary from the Federal Reserve
Discount Window or other central bank money market operations or other central securities depositories or external custodians
or other credit providers in support of, or related to, such Subsidiary’s clearing, depository and settlement business,
or matters reasonably related or incidental thereto, to the extent not prohibited by applicable Governmental Authorities; provided
that any such Indebtedness is not outstanding for longer than 30 days;


 


(v)        Indebtedness of, and secured
by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation
to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to market
on a daily basis) granted by, any Clearing House Subsidiary in respect of repurchase agreements, reverse repurchase agreements,
sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or transaction
(including Hedge Agreements) entered into by such Clearing House Subsidiary in the ordinary course of its clearing, depository
and settlement operations, or matters reasonably related or incidental thereto, or in the management of its liabilities; provided
that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets
sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time, as the case may be;


  


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(vi)       short-term
Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious
metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the
Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary in
respect of any credit facility relating to the clearing, depository and settlement business of such Clearing House
Subsidiary, and the purpose of which is to provide funding (A) to satisfy any outstanding obligations of any suspended
or defaulted clearing member or participant (or any clearing member or participant that could be declared suspended or
defaulted) to any Clearing House Subsidiary as provided in the applicable rules or standardized terms and conditions of the
business operated by such Clearing House Subsidiary, (B) with respect to the transfer of positions and related margin
from a suspended or defaulted clearing member or participant to another clearing member or participant, (C) to make a
transfer in cash in respect of margin related to such suspended or defaulted clearing member’s or participant’s
positions, (D) in the event of a liquidity constraint or default by a depositary of such Clearing House Subsidiary,
(E) to facilitate the settlement of margin transactions associated with such Clearing House Subsidiary’s business
activities or (F) for other matters reasonably related or incidental thereto;


 


(vii)      (A) Indebtedness
that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred
by any Subsidiary (x) that is a clearing house operator acting in its capacity as a central counterparty or (y) in the ordinary
course of business, (B) contingent liabilities in respect of any indemnification, adjustment of purchase price, noncompete,
consulting, deferred compensation and similar obligations to the extent any such obligations constitute Indebtedness, (C) Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Subsidiary drawn
against insufficient funds in the ordinary course of business and (D) Indebtedness which finances workers’ compensation,
health, disability or life insurance or which finances other employee benefits or property, casualty or liability insurance, or
self−insurance, in each case in the ordinary course of business;


 


(viii)    
Indebtedness secured by Liens permitted pursuant to Sections 7.3(i) through 7.3(vii), 7.3(ix) or 7.3(xii);


 


(ix)       Indebtedness of any Guarantor;
provided that all secured Indebtedness permitted pursuant to this Section 7.2(ix) shall be secured by Liens
permitted under Section 7.3(xiii); and


 


(x)         other Indebtedness (secured
or unsecured) of any Subsidiary of the Borrower (other than any Guarantor); provided that (x) at the time any such
Indebtedness is incurred, the sum of (1) the aggregate amount of all Indebtedness permitted pursuant to this Section 7.2(x)
and (2) all Indebtedness incurred by the Borrower or Guarantor secured by Liens permitted pursuant to Section 7.3(xiii)
shall not exceed 15% of the Consolidated Net Worth of the Borrower and its Subsidiaries (to be determined on a Pro Forma Basis
as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered prior
to the Closing Date or pursuant to Section 5.1(a) or 5.1(b)) and (y) all secured Indebtedness permitted
pursuant to this Section 7.2(x) shall be secured by Liens permitted under Section 7.3(xiii).


 






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7.3          Liens. The Borrower will not,
and will not permit or cause any of its Subsidiaries to, directly or indirectly, grant, create, incur, assume or suffer to exist,
any Lien upon or with respect to any part of its property or assets, whether now owned or hereafter acquired or agree to do any
of the foregoing, other than the following (collectively, “Permitted Liens”):


 


(i)          Liens in existence on the
Closing Date and set forth on Schedule 7.3 and any extensions, renewals or replacements thereof; provided that
any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended,
renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date
hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal
amount thereof plus any accrued interest, premium, fee and reasonable out-of-pocket expenses payable in connection with any such
extension, renewal or replacement);


 


(ii)       
Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary
course of business securing sums (A) not constituting borrowed money that are not overdue by more than 90 days or
(B) the validity or amount of which is being contested in good faith by appropriate proceedings;


 


(iii)        Liens (other than any
Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(k))
incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms
of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations,
surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than
obligations for borrowed money) entered into in the ordinary course of business;


 


(iv)       
Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent for a period of
more than 30 days or remain payable without any penalty or that are being contested in good faith by appropriate proceedings
and for which adequate reserves have been established in accordance with GAAP (or, in the case of the Foreign Subsidiaries,
generally accepted accounting principles in the jurisdiction of its organization), if so required;


 


(v)         any attachment or judgment
Lien not constituting an Event of Default under Section 8.1(i);


 


(vi)        any leases, subleases,
licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business
and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of
a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;


 






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(vii)       Liens created or existing
over all or any part of any Guaranty Fund or any Regulatory Capital Assets;


 


(viii)     Liens securing Indebtedness
permitted pursuant to Section 7.2(iv), 7.2(v) or 7.2(vi);


 


(ix)        Liens securing purchase
money Indebtedness of the Borrower and its Subsidiaries incurred solely to finance the acquisition, construction or improvement
of any equipment, real property or other fixed assets in the ordinary course of business (or assumed or acquired by the Borrower
and its Subsidiaries in connection with a transaction permitted under this Agreement), including Capital Lease Obligations, and
any renewals, replacements, refinancings or extensions thereof; provided that (x) any such Lien shall attach to the
property being acquired, constructed or improved with such Indebtedness concurrently with or within 180 days after the acquisition
(or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount
of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing
or improving the property and any other assets then being financed solely by the same financing source and (z) any such Lien
shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the
same financing source;


 


(x)        statutory and common law
rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds in favor
of banks, other depositary institutions, securities or commodities intermediaries or brokerage incurred in the ordinary course
of business;


 


(xi)        Liens (A) consisting
of minor defects in title that do not interfere with the Borrower’s or any applicable Subsidiary’s ability to conduct
its business as currently conducted and (B) arising in the ordinary course of its business which (1) do not secure Indebtedness
and (2) do not in the aggregate materially impair the operation of the business of the Borrower and its Subsidiaries, taken
as a whole;


 


(xii)      Liens (A) existing
on any asset prior to the acquisition thereof by the Borrower or any Subsidiary and not created in contemplation of such acquisition
and (B) existing on any asset of any Person at the time such Person is merged into or consolidated with the Borrower or any
Subsidiary or otherwise becomes a Subsidiary and not created in contemplation of such event;


 


(xiii)      Liens on assets of the
Borrower and its Subsidiaries not otherwise permitted by this Section 7.3; provided that, at the time any such
Lien is incurred, the total amount of the Indebtedness and other obligations secured by Liens permitted under this Section 7.3(xiii)
does not exceed 7.5% of the Consolidated Net Worth of the Borrower and its Subsidiaries (to be determined on a Pro Forma Basis
as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant
to Section 5.1(a) or 5.1(b));


 






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(xiv)      Liens of a collecting
bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction
and covering only the items being collected upon;


 


(xv)       Liens of sellers of goods
to the Borrower or its Subsidiaries arising under Article 2 of the Uniform Commercial Code in effect in the relevant jurisdiction
or similar provisions of applicable law in the ordinary course of business;


 


(xvi)     Liens consisting of an
agreement to sell, transfer or dispose of any asset (to the extent such sale, transfer or disposition is not prohibited by this
Agreement); and


 


(xvii)     Liens with respect to
Capital Stock which constitute minority investments held by the Borrower or any of its Subsidiaries other than Liens with respect
to any such Capital Stock incurred in connection with (A) any Indebtedness specified in clauses (i), (ii) or (v) of the definition
thereof or (B) any Guaranty Obligation of any of such Indebtedness.


 


7.4          Asset Dispositions. The Borrower
will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially
all of the assets of the Borrower and its Subsidiaries, taken as a whole, whether now owned or hereafter acquired.


 


7.5         Dividend
Payments. At any time that any loans made under the IDHC Bridge Facility remain outstanding, the Borrower will not,
directly or indirectly, declare or make any dividend payment, or make any other distribution of cash, property or assets, in
respect of any of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem,
retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its
Capital Stock, or set aside funds for any of the foregoing, except that the Borrower may:


 


(i)      
  declare and make dividend payments or other distributions payable solely in its Capital Stock;


 


(ii)   
    declare and make ordinary quarterly dividend payments in the ordinary course of business
consistent with past practices and with modest customary increases thereto as approved by the Borrower’s board of
directors;


 


(iii)       make usual and customary
purchases, redemptions or other acquisitions of its Capital Stock from present or former officers, directors or employees; and


 


(iv)       make purchases, redemptions
or other acquisitions of its Capital Stock in an aggregate cash amount not exceeding $50,000,000 for all such purchases, redemptions
and acquisitions from and after the IDHC Acquisition Date.


 





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7.6         Acquisitions.
At any time that any loans made under the IDHC Bridge Facility remain outstanding, the Borrower will not, and will not
permit or cause any of its Subsidiaries to, consummate or agree to consummate any Acquisition to extent that the aggregate
amount paid for all such Acquisitions (other than in the form of equity and similar non-cash consideration) exceeds
$100,000,000.


 


Notwithstanding anything to the contrary herein, Article VII
hereof shall in no event be more restrictive or burdensome with respect to ICE Europe Parent Limited than Article VII of the Credit
Agreement, dated as of April 3, 2014, as amended prior to or contemporaneously with the date hereof, among the Borrower and ICE
Europe Parent Limited, as borrowers, the lenders named therein, Wells Fargo Bank, National Association, as primary administrative
agent, issuing lender and a swingline lender and Bank of America, N.A., as syndication agent, backup administrative agent and a
swingline lender, as further amended, supplemented, restated, amended and restated or otherwise modified from time to time.


 


ARTICLE
VIII


 


EVENTS
OF DEFAULT


 


8.1         Events of Default. The occurrence
of any one or more of the following events shall constitute an “Event of Default”:


 


(a)         the Borrower shall fail to pay when
due (i) any principal of any Loan, or (ii) any interest on any Loan or other Obligation, any fee payable under this Agreement
or any other Credit Document, or (except as provided in clause (i) above) any other Obligation (other than any Obligation
under a Hedge Agreement), and (in the case of this clause (ii) only) such failure shall continue for a period of three Business
Days;


 


(b)         the Borrower shall (i) fail to observe, perform or comply with any condition, covenant or agreement contained in
any of Section 5.2(c)(i) or 5.4, clause (i) of Section 5.3 (with respect to the Borrower) or Article VI
or VII;


 


(c)         the Borrower or the Guarantor shall
fail to observe, perform or comply with any condition, covenant or agreement contained in this Agreement or any of the other Credit
Documents other than those enumerated in Sections 8.1(a) and 8.1(b), and such failure (i) by the express
terms of such Credit Document, constitutes an Event of Default, or (ii) shall continue unremedied for any grace period specifically
applicable thereto or, if no grace period is specifically applicable, for a period of 30 days after the earlier of (y) the
date on which a Responsible Officer of the Borrower or the Guarantor acquires knowledge thereof and (z) the date on which
written notice thereof is delivered by the Administrative Agent or any Lender to the Borrower;


 


(d)         any
representation or warranty made or deemed made by or on behalf of the Borrower or the Guarantor in this Agreement, in any Compliance
Certificate or in any of the other Credit Documents or any other writing furnished pursuant to any of the foregoing shall prove
to have been incorrect, false or misleading in any material respect as of the time made, deemed made or furnished; 


 


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(e)         the
Borrower or any Subsidiary thereof shall (A) fail to pay when due (whether at scheduled maturity, required prepayment,
acceleration, demand or otherwise and after giving effect to any applicable notice provisions) any principal of or interest
due under any Indebtedness (other than the Indebtedness incurred pursuant to this Agreement) having an aggregate principal
amount of at least the Threshold Amount and such amount due under such Indebtedness shall remain outstanding beyond any
applicable grace periods provided therefor in the applicable documentation; or (B) fail to observe, perform or comply
with any condition, covenant or agreement contained in any agreement or instrument evidencing or relating to any such
Indebtedness, or any other event shall occur or condition exist in respect thereof, and (in the case of this clause (B)
only) the effect of such failure, event or condition is to cause (or the holder or holders of such Indebtedness (or a trustee
or agent on its or their behalf) shall have exercised a right arising as a result thereof to cause), without regard to any
subordination terms with respect thereto, such Indebtedness to become due prior to its stated maturity or any regularly
scheduled date of payment; provided, however, that this Section 8.1(e) shall not apply to
(1) any secured Indebtedness of any Clearing House Subsidiary that is recourse only to such Clearing House Subsidiary
and its property and assets and has not been outstanding for more than 45 days since the borrowing thereof and (2) any
unsecured Indebtedness of any Clearing House Subsidiary that is recourse only to such Clearing House Subsidiary and has not
been outstanding for more than five Business Days since the borrowing thereof;


 


(f)          the Borrower or any Material Subsidiary
shall (i) file a voluntary petition or commence a voluntary case seeking liquidation, winding-up, reorganization, dissolution,
arrangement, readjustment of debts or any other relief under the Bankruptcy Code or under any other applicable Debtor Relief Law,
now or hereafter in effect, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner,
any petition or case of the type described in Section 8.1(g), (iii) apply for or consent to the appointment of
or taking possession by a custodian, trustee, receiver or similar official for or of itself or all or a substantial part of its
properties or assets, (iv) fail generally, or admit in writing its inability, to pay its debts generally as they become due,
(v) make a general assignment for the benefit of creditors or (vi) take any corporate action to authorize or approve
any of the foregoing;


 


(g)         any involuntary petition or case
shall be filed or commenced against the Borrower or any Material Subsidiary seeking liquidation, winding-up, reorganization, dissolution,
arrangement, readjustment of debts, the appointment of a custodian, trustee, receiver or similar official for it or all or a substantial
part of its properties or any other relief under the Bankruptcy Code or under any other Debtor Relief Law, now or hereafter in
effect, and such petition or case shall continue undismissed and unstayed for a period of 60 days; or an order, judgment or decree
approving or ordering any of the foregoing shall be entered in any such proceeding;


 


(h)         [Reserved];


 


(i)          
any one or more money judgments, writs or warrants of attachment, executions or similar processes involving an aggregate
amount (to the extent not paid or fully bonded or covered by insurance as to which the surety or insurer, as the case may be,
has not denied or failed to acknowledge coverage) in excess of the Threshold Amount shall be entered or filed against the
Borrower or any of its Subsidiaries or any of their respective properties and the same shall not be paid, dismissed, bonded,
vacated, stayed or discharged within a period of 30 days or in any event later than five days prior to the date of any
proposed sale of such property thereunder;


 






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(j)          a Change of Control shall have occurred;


 


(k)         any ERISA Event shall occur or exist
with respect to any Plan or Multiemployer Plan and, as a result thereof, together with all other ERISA Events, the Borrower and
its ERISA Affiliates have incurred, or would reasonably be expected to incur, liability to any one or more Plans or Multiemployer
Plans or to the PBGC (or to any combination thereof) that would reasonably be expected to result in a Material Adverse Effect;
or


 


(l)          the Borrower or any Subsidiary thereof
shall have been notified that any of them has, in relation to a Non−U.S. Pension Plan, incurred a debt or other liability
under section 75 or 75A of the United Kingdom Pensions Act 1995, or has been issued with a contribution notice or financial support
direction (as those terms are defined in the United Kingdom Pensions Act 2004), or otherwise is liable to pay any other amount
in respect of Non-U.S. Pension Plans, in each case that would reasonably be expected to result in a Material Adverse Effect.


 


8.2         Remedies:
Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of
any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take
any or all of the following actions at the same or different times:


 


(a)         declare the Commitments to be terminated,
whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Commitments shall automatically
be terminated;


 


(b)         declare all or any part of the outstanding
principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due
and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit
Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other
notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower; provided that,
upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described
in this Section 8.2(b) shall automatically become immediately due and payable without presentment, demand, protest,
notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived
by the Borrower;


 


(c)         appoint or direct the appointment
of a receiver for the properties and assets of the Borrower, both to operate and to sell such properties and assets, and the Borrower,
for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection
the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent
on behalf of the Lenders, in connection therewith; and


 


(d)         exercise all rights and remedies
available to it under this Agreement, the other Credit Documents and applicable law.


 


(e)        
[Reserved].


 






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8.3          Remedies: Setoff. Upon and
at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of
the Borrower (other than customer deposits, security deposits and other monies, instruments and accounts held by the Borrower in
trust for or for the benefit of others) against any and all of the obligations of the Borrower now or hereafter existing under
this Agreement or any other Credit Document to such Lender or such Affiliate, irrespective of whether or not such Lender or such
Affiliate shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower
may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or
Affiliate holding such deposit or obligated on such indebtedness; 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 2.21 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 and the Lenders,
and (y) the 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. The rights of each Lender and their
respective Affiliates under this Section 8.3 are in addition to other rights and remedies (including other rights of
setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application.


 


ARTICLE
IX


 


THE
ADMINISTRATIVE AGENT


 


9.1         Appointment and Authority.
Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under
the other Credit Documents, and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the
Lenders, and the Borrower shall not 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.


  


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9.2         Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the
term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person
and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the
Lenders.


 


9.3         Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Credit Documents, and its duties hereunder shall be administrative in nature. Without
limiting the generality of the foregoing, the Administrative Agent:


 


(a)         shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;


 


(b)         shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents);
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law, including
for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect
a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(c)         shall not, except as expressly set
forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.


 


The Administrative Agent shall not be liable
for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.5 and 8.2) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative
Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default
or Event of Default is given to the Administrative Agent by the Borrower or a Lender.


  


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The Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default
or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit
Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


The Administrative Agent shall not be responsible
or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof
relating to Ineligible Assignees. Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(x)
be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is an
Ineligible Assignee or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure
of confidential information in reliance upon Sections 10.12(iv) or (vi) by the Administrative Agent, to any ‎Ineligible
Assignees.‎


 


9.4         Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by
it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with
any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice
to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


9.5         Delegation of Duties. The
Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit
Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility
provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence
or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable
judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 






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9.6         Resignation
of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States; provided that if such bank is not a Lender or an Affiliate of a Lender, the
Borrower shall have the right to consent to such appointment (such consent to not be unreasonably withheld). If no such
successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not
be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person
has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and
(1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the
Lenders under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payment or other
amounts then 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 directly, until such time as
the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.6. 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 (or retired) Administrative Agent (other than as
provided in Section 2.16(j) and other than any rights to indemnity payments or other amounts owed to the retiring
Administrative Agent as of the effective date of its resignation), and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as
provided above in this Section 9.6). 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 Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this
Article and Section 10.1 shall continue in effect for the benefit of such retiring 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
(i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation or
removal for as long as any of them continues to act in any capacity hereunder or under the other Credit Documents, including
in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.


 


9.7         
Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent
or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any other Credit Document or any related agreement or any document furnished hereunder or thereunder.


 






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9.8         
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers,
Syndication Agent, Co-Documentation Agents or other agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder.


 


9.9      
  Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan 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
(but not obligated) 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 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 the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.9
and 10.1) allowed in such judicial proceeding; and


 


(b)        
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender 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, 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 2.9
and 10.1.


 


Notwithstanding anything in this Section 9.9
to the contrary, 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or
the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.


 


9.10       
Guaranty Matters; Ineligible Assignees Letter Agreement. The Lenders irrevocably authorize the Administrative
Agent, at its option and in its discretion:


 


(a)         To release any Guarantor from its
obligations under any Subsidiary Guaranty as required under Section 5.9. Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from
its obligations under any Subsidiary Guaranty pursuant to this Section 9.10.


 






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(b)         To
consent to any amendment or modification to the Ineligible Assignees Letter Agreement on the date five Business Days after
notice of such amendment or modification unless at least three Lenders (including, if applicable, Wells Fargo in its capacity
as a Lender) that are not Affiliates of each other holding in the aggregate more than 25% of the Credit Exposures and
Unutilized Commitments (or, after the termination of the Commitments, Credit Exposures) have notified the Administrative
Agent of their objection to such amendment or modification prior to the expiration of such five Business Day period.


 


9.11       [Reserved].


 


9.12       Replacement of Impaired Agent.
If, at any time, the Administrative Agent becomes a Defaulting Lender, each Lender hereby agrees that, upon written notice from
the Borrower to the Lenders, the Borrower shall have the right, upon written notice to the Lenders, to appoint as a successor Administrative
Agent any Lender that has an office in the United States and that agrees, in its sole discretion at such time, to become the Administrative
Agent, and such successor Administrative Agent shall be entitled to all of the rights, powers, privileges and duties of the Administrative
Agent and the removed Administrative Agent shall be discharged from all of its duties as Administrative Agent hereunder and under
the other Credit Documents. The Administrative Agent hereby agrees to provide to the Borrower from time to time at the Borrower’s
request a list (which may be in electronic form) setting out the names of the Lenders as of the date of such request, their respective
Commitments, and the information on record with the Administrative Agent for delivering notices to the Lenders in accordance with
Section 10.4. Nothing in this Section 9.12 shall constitute a waiver or release by the Borrower of any
claims it may have hereunder or under the other Credit Documents arising from any Administrative Agent becoming a Defaulting Lender.


 


ARTICLE
X


 


MISCELLANEOUS


 


10.1       Expenses; Indemnity; Damage Waiver.


 


(a)         The Borrower shall pay (i) all
reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates
(including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Arrangers), in connection
with the syndication of the credit facility provided for herein, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred
by the Administrative Agent or any Lender (including the reasonable and documented fees, charges and disbursements of any counsel
for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Credit Documents, including its rights under this Section 10.1, or (B) in connection
with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of such Loans, and (iii) any civil penalty or fine assessed by OFAC against, and all reasonable and documented
costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative
Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.


 






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(b)          The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender, and each Related Party
of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages (including special, direct consequential or punitive damages), liabilities and
related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee
or asserted against any Indemnitee by any third party or by the Borrower or any Subsidiary thereof arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated
by the Borrower or any Subsidiary thereof, or any Environmental Claim related in any way to the Borrower or any Subsidiary thereof,
or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any Subsidiary thereof, and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent (x) that such losses, claims, damages, liabilities or related expenses 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, (y) resulting from a claim brought the Borrower or any Subsidiary thereof against such Indemnitee for a breach
in bad faith of such Indemnitee’s obligations under this Agreement or any other Credit Document, if the Borrower or such
Subsidiary has obtained a final nonappealable judgment of a court of competent jurisdiction finding a breach in bad faith by such
Indemnitee, or (z) arising from any dispute solely among Indemnitees, other than (A) any claims against the Administrative
Agent, any Arranger or any other titled agent in fulfilling its role as an agent hereunder and (B) any claims arising out
of any act or omission on the part of the Borrower or any of its Affiliates or Subsidiaries. This Section 10.1(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.


 


(c)          To
the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or
10.1(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), each Lender severally agrees to pay to
the Administrative Agent (or any such sub-agent) such Lender’s proportion (based on the percentages as used in determining
the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.
The obligations of the Lenders under this Section 10.1(c) are subject to the provisions of Section 2.3(c).


 






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(d)          To
the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems (including IntraLinks, SyndTrak or similar systems) in connection with this
Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except as a result of such Indemnitee’s
gross negligence, willful misconduct or breach in bad faith of its obligations hereunder, in each case, as determined by a court
of competent jurisdiction by final and nonappealable judgment.


 


(e)          To
the fullest extent permitted by applicable law, the Administrative Agent, the Arrangers, each Lender, and each Related Party of
any of the foregoing persons shall not assert, and hereby waives, any claim against any Credit Party, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or the transactions
contemplated hereby or thereby; provided that the foregoing shall not in any way limit the Credit Parties’ or Lenders’
respective indemnification obligations hereunder, including under Section 10.1(b) and 10.1(c), respectively.


 


(f)          All
amounts due under this Section 10.1 shall be payable by the Borrower upon demand therefor.


 


10.2       Governing
Law; Submission to Jurisdiction; Waiver of Venue; Service of Process.


 


(a)          This
Agreement and the other Credit Documents shall (except as may be expressly otherwise provided in any Credit Document) be governed
by, and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General
Obligations Law, but excluding all other choice of law and conflicts of law rules).


 


(b)          The
Borrower irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal
courts sitting in the Borough of Manhattan in the State of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any
judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal
court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in
any Credit Document shall affect any right that the Administrative Agent, any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Credit Document against the Borrower or any of their respective properties in
the courts of any jurisdiction.


 






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(c)          The
Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other
Credit Document in any court referred to in Section 10.2(b). Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


(d)          Each
party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.4. Nothing
in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.


 


10.3        Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3.


 


10.4        Notices;
Effectiveness; Electronic Communication.


 


(a)          Except
in the cases of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.4(b)),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by facsimile as follows:


 


(i)          if
to the Borrower or the Administrative Agent, to it at the address (or facsimile number) specified for such Person on Schedule 1.1(a);
and


 


(ii)         if
to any Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications
to the extent provided in Section 10.4(b) shall be effective as provided in Section 10.4(b).


 






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(b)          Notices
and other communications to the Lenders 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 pursuant to Article II if such Lender has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. Each of the Administrative Agent and
the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communication
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) (provided
that, if such notice or other communication is not sent during the normal business hours of the recipient, then such notice or
communication shall be deemed to have been sent at the opening of business on the next business day for the recipient) and (ii) notices
or other 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.


 


(c)          Any
party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto (except that each Lender need not give notice of any such change to the other Lenders in their capacities as such).


 


10.5        Amendments,
Waivers, etc. No amendment, modification, waiver or discharge or termination of, or consent to any departure by the Borrower
from, any provision of this Agreement or any other Credit Document shall be effective unless in a writing signed by the Required
Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders), and then the same shall
be effective only in the specific instance and for the specific purpose for which given; provided, however, that
no such amendment, modification, waiver, discharge, termination or consent shall:


 


(a)          unless
agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan, reduce the rate
of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the
applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable
to the Administrative Agent or the Arrangers for their own accounts) shall not constitute a reduction of any interest rate or fees
hereunder), (ii) waive, extend or postpone the final scheduled maturity date or any other scheduled date for the payment of
any principal of or interest on any Loan (including any scheduled date for the mandatory termination of any Commitments), or waive,
extend or postpone the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arrangers
for their own accounts), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the
maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default
or Event of Default or mandatory termination of the Commitments, if agreed to by the Required Lenders or all Lenders (as may be
required hereunder with respect to such waiver), shall not constitute such an increase); and


 






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(b)          unless
agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal
amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve,
or direct the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in
the definition of “Required Lenders”), (ii) change any other provision of this Agreement or any of the other Credit
Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge,
termination or consent or (iii) change or waive any provision of Section 2.12(e) or 2.14, any other provision
of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders, or this Section 10.5;


 


(c)          [Reserved];


 


(d)          [Reserved];


 


provided further that (i) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Credit Document, (ii) the Fee Letters may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (iii) the Administrative Agent
and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without
any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Required
Lenders within five Business Days after notice thereof) if the Administrative Agent and the Borrower shall have jointly identified
an obvious error or any error or omission of a technical or immaterial nature in any such provision and (iv) the Ineligible
Assignees Letter Agreement may be amended in accordance with Section 9.10(b). Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the consent of such Lender.


 





Notwithstanding the fact that the consent of all Lenders is
required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy
reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy
Code supersedes the unanimous consent provisions set forth herein.


 


10.6        Successors
and Assigns.


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.6(b),
(ii) by way of participation in accordance with the provisions of Section 10.6(d) or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of Section 10.6(g) (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to
the extent provided in Section 10.6(d) and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)          Any
Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or
a portion of its Commitments and the Loans; provided that any such assignment shall be subject to the following conditions:


 


(i)          The
prior written consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld or delayed) is
obtained, except that


 


(A)          the
consent of the Borrower shall not be required if (y) an Event of Default has occurred and is continuing at the time of such
assignment or (z) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower
shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative
Agent within 10 Business Days after having received written notice thereof; and


 


(B)          the
consent of the Administrative Agent shall not be required for assignments in respect of a Commitment if such assignment is to a
Person that is a Lender or an Affiliate of a Lender;


 


(ii)         (A) in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing
to it 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,
and (B) in any case not described in clause (A) above, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a Commitment
(which for this purpose includes Loans outstanding), in any case, treating assignments to two or more Approved Funds under common
management as one assignment for purposes of the minimum amounts, unless each of the Administrative Agent and, so long as no Default
or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed);


 


(iii)        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 Commitment assigned;


 






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(iv)        the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500 for each assignment and the assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire;


 


(v)         no
such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries;


 


(vi)        no
such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated
for the primary benefit of, a natural person) or a Defaulting Lender; and


 


(vii)       no
such assignment shall be made to any Ineligible Assignee.


 


Subject to acceptance and recording thereof by the Administrative
Agent pursuant to Section 10.6(c), from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
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 Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption 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 2.15(a), 2.15(b),
2.16, 2.17 and 10.1 with respect to facts and circumstances occurring prior to the effective date of such
assignment. If requested by or on behalf of the assignee, the Borrower, at its own expense, will execute and deliver to the Administrative
Agent a new Note or Notes to the order of the assignee (and, if the assigning Lender has retained any portion of its rights and
obligations hereunder, to the order of the assigning Lender), prepared in accordance with the applicable provisions of Section 2.4
as necessary to reflect, after giving effect to the assignment, the Commitments and/or outstanding Loans, as the case may be, of
the assignee and (to the extent of any retained interests) the assigning Lender, in substantially the form of Exhibits A-1
and/or A-2, as applicable. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 10.6(b) 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 10.6(d). If (A) a Lender assigns or transfers
any of its rights or obligations hereunder or changes its Lending Office and (B) as a result of circumstances existing at
the date such assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the new Lender or Lender
acting through its new Lending Office under Section 2.15 or 2.16, then (except where an assignment or transfer
occurs in the ordinary course of primary syndication of the Loan facility or at the request of the Borrower) the new Lender or
Lender acting through its new Lending Office is only entitled to receive payment under Sections 2.15 and 2.16
to the same extent that the existing Lender or Lender acting through its previous Lending Office would have been entitled if the
assignment, transfer or change had not occurred.


 






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(c)          The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address for notices referred
to in Schedule 1.1(a) a copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) 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 absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall 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 each Lender, at any reasonable time
and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive
change to the Credit Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request
and receive from the Administrative Agent a copy of the Register.


 


(d)          Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary
benefit of, a natural person), an Ineligible Assignee, the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.


 


(e)          Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in Section 10.5(a) and clause (i) of Section 10.5(b) that affects
such Participant.


 






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(f)          The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15(a), 2.15(b), 2.16
and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.16
(it being understood that the documentation required under Section 2.16(g) 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 10.6(b);
provided that the Borrower shall not be required to make, and such Participant shall not be entitled to receive, any greater
payment under Section 2.15 or 2.16, with respect to any participation, than the Borrower would have been
required to make to the relevant participating Lender, and such participating Lender would have been entitled to receive from the
Borrower, except to the extent such requirement to make and/or entitlement to receive a greater payment results from a Change in
Law that occurs after the Participant acquired the applicable participation; provided further that such Participant agrees
to be subject to the provisions of Section 2.18 as if it were an assignee under Section 10.6(b). 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 2.18 with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 8.3 as though it were a Lender; provided that such
Participant agrees to be subject to Section 2.14(b) as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as an non-fiduciary agent of the Borrower, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(g)         Any
Lender may at any time pledge or assign, or grant a security interest in, all or any portion of its rights under this Agreement
(including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment or grant to secure
obligations to a Federal Reserve Bank; provided that no such pledge or assignment or grant shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.


 


(h)         The
words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption
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 or any state laws based on the Uniform Electronic Transactions Act.


 


(i)          Any
Lender or participant may, in connection with any assignment, participation, pledge or proposed assignment, participation or pledge
pursuant to this Section 10.6, disclose to the assignee, Participant or pledgee or proposed assignee, Participant or
pledgee any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto;
provided that such assignee, Participant or pledgee or proposed assignee, Participant or pledgee agrees in writing to keep
such information confidential to the same extent required of the Lenders under Section 10.12.


 


(j)          [Reserved].


 








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10.7       No
Waiver. The rights and remedies of the Administrative Agent and the Lenders expressly set forth in this Agreement and the other
Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity
or otherwise. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other
or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Default
or Event of Default. No course of dealing between the Borrower, the Administrative Agent or the Lenders or their agents or employees
shall be effective to amend, modify or discharge any provision of this Agreement or any other Credit Document or to constitute
a waiver of any Default or Event of Default. No notice to or demand upon the Borrower in any case shall entitle the Borrower to
any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the Administrative
Agent or any Lender to exercise any right or remedy or take any other or further action in any circumstances without notice or
demand.



  


10.8        Survival.
All representations, warranties and agreements made by or on behalf of the Borrower in this Agreement and in the other Credit Documents
shall survive the execution and delivery hereof or thereof and the making and repayment of the Loans until the indefeasible payment
in full of the Obligations. In addition, notwithstanding anything herein or under applicable law to the contrary, the provisions
of this Agreement and the other Credit Documents relating to indemnification or payment of costs and expenses, including the provisions
of Sections 2.15(a), 2.15(b), 2.16, 2.17 and 10.1, shall survive the payment in full of
all Loans, the termination of the Commitments and any termination of this Agreement or any of the other Credit Documents. Except
as set forth above, this Agreement and the Credit Documents shall be deemed terminated upon the indefeasible payment in full of
the Obligations.


 


10.9        Severability.
To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision
shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.


 


10.10      Construction.
The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for
convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as otherwise
expressly provided herein and in the other Credit Documents, in the event of any inconsistency or conflict between any provision
of this Agreement and any provision of any of the other Credit Documents, the provision of this Agreement shall control.


 






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10.11       No
Fiduciary Duty. The Administrative Agent, the Arrangers and the Lenders and their respective Affiliates (collectively, the
“Lender Parties”), may have economic interests that conflict with those of the Borrower and its Affiliates.
The Borrower agrees that nothing in the Agreement or the other Credit Documents or otherwise will be deemed to create an advisory,
fiduciary or agency relationship or fiduciary or other implied duty between any Lender Party, on the one hand, and the Borrower
or any of its Affiliates, on the other. The Borrower acknowledges and agrees that (i) the transactions contemplated by this
Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length
commercial transactions between the Lender Parties, on the one hand, and the Borrower, on the other, and (ii) in connection
therewith and with the process leading thereto, (x) no Lender Party has assumed an advisory or fiduciary responsibility in
favor of the Borrower or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies
with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising
or will advise the Borrower or its Affiliates on other matters) or any other obligation to the Borrower except the obligations
expressly set forth in the Credit Documents and (y) each Lender Party is acting solely as principal and not as the agent or
fiduciary of the Borrower, its Affiliates or any other Person. The Borrower acknowledges and agrees that it has consulted its own
legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment
with respect to the transactions contemplated hereby and the process leading thereto. The Borrower agrees that it will not claim
that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or agency duty or similar duty
to the Borrower, in connection with the transactions contemplated hereby or the process leading thereto.


 


10.12       Confidentiality.
Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to
the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable Requirements of Law
or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any
remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit
Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially
the same as those of this Section 10.12, to (A) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement, (B) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower and its obligations or (C) credit insurers and
reinsurers, (vii) if required by any rating agency; provided that prior to any such disclosure, such rating agency shall have
agreed in writing to maintain the confidentiality of such Information and the Borrower shall have been given prior notice as to
what Information will be disclosed, (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 this Section 10.12 or (B) becomes available to the Administrative
Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any
of its Subsidiaries or Affiliates.


 


For purposes of this Section 10.12,
“Information” means all information received from the Borrower or any Subsidiary thereof relating to any such
Person or any of their respective businesses, other than any such information that is available to the Administrative Agent or
any Lender on a nonconfidential basis prior to such disclosure or is identified by the Borrower as nonconfidential. Any Person
required to maintain the confidentiality of Information as provided in this Section 10.12 shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 






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10.13       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 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 for the Fee
Letters). Except as provided in Section 3.1, 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 by PDF formatted page sent by electronic mail) shall be effective as delivery of a manually executed counterpart
of this Agreement.


 


10.14       Disclosure
of Information. The Borrower agrees and consents to the Administrative Agent’s and the Arrangers’ disclosure of
information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will
consist of deal terms and other information customarily found in such publications.


 


10.15       USA
Patriot Act Notice. Each Lender that is subject to the Act (as defined below) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.


 


10.16       [Reserved].


 


10.17       [Reserved].


 


ARTICLE
XI


 


[RESERVED] 


 


[Remainder of page
left blank intentionally; signature pages follow.] 





 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as
of the date first above written.


	 	 	 	 
	 	INTERCONTINENTAL EXCHANGE, INC.
	 	 	 
	 	By:	/s/ Martin Hunter	 
	 	Name:	 Martin Hunter	 
	 	Title:	SVP-Tax c Treasurer	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
	 	 
	 	By:	/s/ Tracy Moosbrugger	 
	 	Name:	Tracy Moosbrugger	 
	 	Title: 	Managing Director	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/ Thomas M. Paulk	 
	 	Name:	Thomas M. Paulk	 
	 	Title:	Senior Vice President	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
	 	 
	 	By:	/s/ Oscar D. Cortez	 
	 	Name:	Oscar D. Cortez	 
	 	Title:	Vice President	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 
	 	MORGAN STANLEY BANK, N.A., as a Lender
	 	 
	 	By:	/s/ Subhalakshmi Ghosh-Kohli	 
	 	Name:	Subhalakshmi Ghosh-Kohli	 
	 	Title:	Authorized Signatory	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	BANK OF MONTREAL (CHICAGO BRANCH), as a Lender
	 	 	 
	 	By:	/s/ Michael Lenardi	 
	 	Name:	 Michael Lenardi	 
	 	Title:	Vice President	 


 

364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	COMPASS BANK, as a Lender
	 	 	 
	 	By:	/s/ W. Brad Davis	 
	 	Name:	W. Brad Davis	 
	 	Title:	Senior Vice President	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	FIFTH THIRD BANK, as a Lender
	 	 	 
	 	By:	/s/ Kenneth W. Deere	 
	 	Name:	Kenneth W. Deere	 
	 	Title:	Senior Vice President	 


 


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Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Kortney L. Knight	 
	 	Name:	Kortney L. Knight	 
	 	Title:	Vice President	 


 


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Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	SOCIÉTÉ GÉNÉRALE, as a Lender
	 	 	 
	 	By:	/s/ Nigel Elvey	 
	 	Name:	Nigel Elvey	 
	 	Title:	Director	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ Charles Howes	 
	 	Name:	Charles Howes	 
	 	Title:	Vice President	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	 	 	 
	 	By:	/s/ Doreen Barr	 
	 	Name:	Doreen Barr	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	By:	/s/ Warren Van Heyst	 
	 	Name:	Warren Van Heyst	 
	 	Title:	Authorized Signatory	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


	 	 	 	 	 	 
	 	LLOYDS BANK PLC, as a Lender
	 	 	 	 
	 	By:	/s/ Daven Popat	 
	 	Name:	Daven Popat	 
	 	Title:	Senior Vice President, Transaction Execution,	 
	 	Category A, P003	 
	 	 	 	 
	 	By:	/s/ Leah Gorospe	 
	 	Name:	Leah Gorospe	 
	 	Title:	Assistant Manager, Banking Operations, Category	 
	 	A, G004	 


 


364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 



EXHIBIT A


 


Borrower’s Taxpayer Identification
No. _________________


 


NOTE


 





	$___________	__________, 20__



 Charlotte, North Carolina


 


FOR VALUE RECEIVED, INTERCONTINENTAL
EXCHANGE, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of


 


______________________________ (the
“Lender”), at the offices of Wells Fargo Bank, National Association, as Administrative Agent under the Credit
Agreement referred to below (in such capacity, the “Administrative Agent”), located at One Wells Fargo Center,
301 South College Street, Charlotte, North Carolina (or at such other place or places as the Administrative Agent may designate),
at the times and in the manner provided in the 364-Day Credit Agreement, dated as of _________________, 2015 (as amended, modified,
restated or supplemented from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time
to time parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication
Agent, the principal sum of


 


__________________________ DOLLARS
($___________), or such lesser amount as may constitute the unpaid principal amount of the Loans made by the Lender to the Borrower
under the terms and conditions of the Credit Agreement. Unless otherwise defined herein, capitalized terms used in this promissory
note (this “Note”) shall have the meanings given to such terms in the Credit Agreement. The Borrower also promises
to pay interest on the aggregate unpaid principal amount of the Loans made by the Lender at the rates applicable thereto from time
to time as provided in the Credit Agreement.


 


This Note is one of a series of Notes referred
to in the Credit Agreement and is issued to evidence the Loans made by the Lender pursuant to the Credit Agreement. All of the
terms, conditions and covenants of the Credit Agreement are expressly made a part of this Note by reference in the same manner
and with the same effect as if set forth herein at length, and any holder of this Note is entitled to the benefits of and remedies
provided in the Credit Agreement and the other Credit Documents. Reference is made to the Credit Agreement for provisions relating
to the interest rate, maturity, payment, prepayment and acceleration of this Note.


 


In the event of an acceleration of the maturity
of the Loans made by the Lender and evidenced by this Note, then such Loans shall become immediately due and payable in accordance
with the terms of the Credit Agreement, without presentment, demand, protest or notice of any kind, all of which are hereby waived
by the Borrower.


 





364-Day Credit Agreement

Intercontinental Exchange, Inc.


 






    	 



    	 



    

 


In the event that the Loans made by the
Lender and evidenced by this Note are not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition
to the principal and interest, all costs of collection, including reasonable attorneys’ fees, in accordance with the Credit
Agreement.


 


This Note is non-negotiable and non-transferable
and any interest in the Loans evidenced by this Note may only be transferred or assigned in accordance with the terms of the Credit
Agreement.


 


This Note shall be governed by and construed
in accordance with the internal laws and judicial decisions of the State of New York (including Sections 5-1401 and 5-1402 of the
New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). The Borrower hereby submits
to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan, and any appellate court from
any thereof, although the Lender shall not be limited to bringing an action in such courts.


 


(signature next page)


 





364-Day Credit Agreement

Intercontinental Exchange, Inc.


 











    	 



    	 



    

 


IN WITNESS WHEREOF, the Borrower
has caused this Note to be executed by its duly authorized corporate officer as of the day and year first above written.


 





	 	INTERCONTINENTAL EXCHANGE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


SIGNATURE PAGE TO NOTE


 






    	 



    	 



    

 


EXHIBIT B-1


  


NOTICE OF BORROWING


 


[Date]


 


Wells Fargo Bank, National Association,


as Administrative Agent


1525 W.T. Harris Blvd.


Mail Code: D1109-019


Charlotte, North Carolina 28262


Attention: Syndication Agency Services


 


Ladies and Gentlemen:


 


The undersigned, INTERCONTINENTAL EXCHANGE,
INC., a Delaware corporation (the “Borrower”), refers to the 364-Day Credit Agreement, dated as of ______________,
2015, among the Borrower, certain Lenders from time to time parties thereto, you, as Administrative Agent, and Bank of America,
N.A., as Syndication Agent (as amended, modified, restated or supplemented from time to time, the “Credit Agreement,”
unless defined herein, capitalized terms being used herein as therein defined), and, pursuant to Section 2.2(b) of
the Credit Agreement, hereby gives you, as Administrative Agent, irrevocable notice that the Borrower requests a Borrowing of Loans
under the Credit Agreement, and to that end sets forth below the information relating to such Borrowing (the “Proposed
Borrowing”) as required by Section 2.2(b) of the Credit Agreement:


 


(i)           
The aggregate principal amount of the Proposed Borrowing is $______________.1


 


(ii)           The Loans comprising the Proposed Borrowing shall be initially made as [Base Rate Loans] [LIBOR Loans].2


 


(iii)          [The initial Interest Period for the LIBOR Loans comprising the Proposed Borrowing shall be [one/two/three/six months].]3


 


(iv)          The Proposed Borrowing is requested to be made on __________________ (the “Borrowing Date”).4


 





 









1
Amount of Proposed Borrowing must comply with Section 2.2(b) of the Credit Agreement.


 


2
Select the applicable Type of Loans.


 


3
Include this clause in the case of a Proposed Borrowing comprised of LIBOR Loans, and select the applicable Interest Period.


 


4
Shall be a Business Day on or after the date hereof (in the case of Base Rate Loans), at least three Business Days after the date
hereof (in the case of LIBOR Loans).


  






    	 



    	 



    

 


The Borrower hereby certifies that the following
statements are true on and as of the date hereof and will be true on and as of the Borrowing Date:


 


A.   
Each of the representations and warranties contained in Article IV (except the representations set forth in Sections
4.5[ and], 4.8[ and 4.13]5) of the
Credit Agreement and in the other Credit Documents qualified as to materiality is and will be true and correct and each not so
qualified is and will be true and correct in all material respects, in each case on and as of each such date with the same effect
as if made on and as of each such date, both immediately before and after giving effect to the Proposed Borrowing and to the application
of the proceeds therefrom (except to the extent any such representation or warranty is expressly stated to have been made as of
a specific date, in which case each such representation or warranty qualified as to materiality shall be true and correct and each
not so qualified shall be true and correct in all material respects, in each case as of such date);


 


B.    
No Default or Event of Default has occurred and is continuing on the Borrowing Date, both immediately before and after giving
effect to the Proposed Borrowing to be made on the Borrowing Date; and


 


C.     After
giving effect to the Proposed Borrowing, the aggregate Credit Exposure will not exceed the aggregate Commitments.


 


	 	Very truly yours,
	 	 
	 	INTERCONTINENTAL EXCHANGE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 





 






5
Section 4.13 shall not be excluded for a Borrowing on the IDHC Acquisition Date.


 






    	2



    	 



    

 


EXHIBIT B-2


  


NOTICE OF CONVERSION/CONTINUATION


 


[Date]


 


Wells Fargo Bank, National Association, 


as Administrative Agent 


1525 W. W.T. Harris Blvd 


Mail Code: D1109-019 


Charlotte, North Carolina 28262 


Attention: Syndication Agency Services


  


Ladies and Gentlemen:


 


The undersigned, INTERCONTINENTAL EXCHANGE,
INC., a Delaware corporation (the “Borrower”), refers to the 364-Day Credit Agreement, dated as of ______________,
2015, among the Borrower, certain Lenders from time to time parties thereto, you, as Administrative Agent, and Bank of America,
N.A., as Syndication Agent (as amended, modified, restated or supplemented from time to time, the “Credit Agreement,”
unless defined herein, capitalized terms being used herein as therein defined), and, pursuant to Section 2.11(b) of
the Credit Agreement, hereby gives you, as Administrative Agent, irrevocable notice that the Borrower requests a [conversion] [continuation]1
of Loans under the Credit Agreement, and to that end sets forth below the information relating to such [conversion] [continuation]
(the “Proposed [Conversion] [Continuation]”) as required by Section 2.11(b) of the Credit Agreement:


 


(i)           
The Proposed [Conversion] [Continuation] is requested to be made on _______________.2


 


(ii)           The Proposed [Conversion] [Continuation] involves $____________3
in aggregate principal amount of Loans made pursuant to a Borrowing on ________________,4
which Loans are presently maintained as [Base Rate] [LIBOR] Loans and are proposed hereby to be [converted into Base
Rate Loans] [converted into LIBOR Loans] [continued as LIBOR Loans].5


 





 









1
Insert “conversion” or “continuation” throughout the notice, as applicable.


 


2
Shall be a Business Day on or after the date hereof (in the case of any conversion of LIBOR Loans into Base Rate Loans), at least
three Business Days after the date hereof (in the case of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans
denominated in Dollars) or at least four Business Days after the date hereof (in the case of any continuation of LIBOR Loans denominated
in a Foreign Currency), and additionally, in the case of any conversion of LIBOR Loans into Base Rate Loans, or continuation of
LIBOR Loans, shall be the last day of the Interest Period applicable to such LIBOR Loans.


 


3
Amount of Proposed Conversion or Continuation must comply with Section 2.11(a) of the Credit Agreement.


 


4
Insert the applicable Borrowing Date for the Loans being converted or continued.


 








    	 



    	 



    




 





(iii)          [The initial Interest Period for the Loans being [converted into] [continued as] LIBOR Loans pursuant to the Proposed [Conversion]
[Continuation] shall be [one/two/three/six months].]6



 


The Borrower hereby certifies that the following
statement is true both on and as of the date hereof and on and as of the effective date of the Proposed [Conversion] [Continuation]:
no Event of Default has or will have occurred and is continuing or would result from the Proposed [Conversion] [Continuation].


 


	 	Very truly yours,
	 	 
	 	INTERCONTINENTAL EXCHANGE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 





 









5
Complete with the applicable bracketed language.


 


6
Include this clause in the case of a Proposed Conversion or Continuation involving a conversion of Base Rate Loans into, or continuation
of, LIBOR Loans, and select the applicable Interest Period.


  






    	2



    	 



    

 


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


THIS CERTIFICATE is delivered pursuant
to the 364-Day Credit Agreement, dated as of ______________, 2015 (the “Credit Agreement”), among Intercontinental
Exchange, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, Wells
Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent. Capitalized terms used
herein without definition shall have the meanings given to such terms in the Credit Agreement.


 


The undersigned hereby certifies that:


 


		1.	He is a duly elected Financial Officer of the Borrower.



 


		2.	Enclosed with this Certificate are copies of the financial statements of the Borrower and its Subsidiaries as of _____________,
and for the [________-month period] [year] then ended, required to be delivered under Section [5.1(a)][5.1(b)] of the Credit
Agreement. Such financial statements have been prepared in accordance with GAAP [(subject to the absence of notes required by GAAP
and subject to normal year-end adjustments)]1 and present
fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the
date indicated and the results of operation of the Borrower and its Subsidiaries on a consolidated basis for the period covered
thereby.



 


		3.	The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under the supervision of
the undersigned, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the
accounting period covered by such financial statements.



 


		4.	The examination described in paragraph 3 above did not disclose, and the undersigned has no knowledge of the existence of,
any Default or Event of Default during or at the end of the accounting period covered by such financial statements or as of the
date of this Certificate. [, except as set forth below.



 


Describe here or in a separate attachment any exceptions to
paragraph 4 above by listing, in reasonable detail, the nature of the Default or Event of Default].


 


		5.	Attached to this Certificate as Attachment A is a covenant compliance worksheet2
reflecting the computation of the financial covenants set forth in Article VI of the Credit Agreement as of the last
day of and for the period covered by the financial statements enclosed herewith.



 





 









1
Insert in the case of quarterly financial statements. 


 


2
To be calculated on a pro forma basis for Acquisitions, asset sales and Indebtedness in accordance with Section 1.3(c).







 






    	3



    	 



    

 


IN WITNESS WHEREOF, the undersigned
has executed and delivered this Certificate as of the _______ day of _____________, ____.


 


	 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 






  






    	4



    	 



    

  


ATTACHMENT A


 


COVENANT COMPLIANCE WORKSHEET1


 


A.               
Total Leverage Ratio (Section 6.1 of the Credit Agreement)


 


	(1) 	Consolidated Total Funded Debt as of the date of determination	$____________
	(2) 	Consolidated EBITDA for the Reference Period ending on the date of determination (from Line B(5) below)	$____________
	(3) 	
        Total Leverage Ratio:

        Divide Line A(1) by Line A(2)

         
	____________
	(4) 	Maximum Total Leverage Ratio as of the date of determination	[3.25][3.75]2 to 1.00


 





 









1 To
be calculated on a pro forma basis for Acquisitions, asset sales and Indebtedness in accordance with Section 1.3(c).


 


2
To be 3.25 at any time prior to the IDHC Acquisition Date (or the termination of the IDHC Acquisition Agreement), and 3.75 at any
time on or after the IDHC Acquisition Date.


 






    	i



    	 



    

 


B.                
Consolidated EBITDA


 


	(1) 	Consolidated Net Income for the Reference Period ending on the date of determination	 	$____________
	(2) 	Additions to Consolidated Net Income (to the extent deducted in the calculation of Consolidated Net Income for such period):	 	 
	 	(a)        Interest expense	$____________	 
	 	(b)        Federal, state, local and other income taxes	$____________	 
	 	(c)        Depreciation and amortization expense	$____________	 
	 	(d)        Fees and integration, restructuring and severance expenses and charges incurred during such period in connection with any Acquisition or Asset Disposition consummated no more than six months prior to the beginning of such period not to exceed five percent of Consolidated EBITDA for such period (calculated without giving effect to this Line B(2)(d))	$____________	 
	 	(e)        Noncash charges (including stock based compensation  and any impairment charge or write-off or write-down of goodwill or other intangible assets)	$____________	 
	 	(f)         Extraordinary losses	$____________	 
	 	(g)        All losses during such period resulting from any Asset Disposition outside the ordinary course of business	$____________	 
	 	(h)        Add Lines B(2)(a) through B(2)(g)	$____________	 
	(3) 	
        Net Income plus Additions:

        Add Lines B(1) and
B(2)(h) 
	 	$____________
	(4) 	Reductions from Consolidated Net Income (to the extent included in the calculation of Consolidated Net Income for such period):	 	$____________
	 	(a)        Extraordinary gains or income for such period	$____________	 



 






    	ii



    	 



    

 


	 	(b)        All gains during such period resulting from any Asset Disposition outside the ordinary course of business	$____________	 
	 	(c)        Any cash disbursements during such period that relate to noncash charges included in the definition of Consolidated EBITDA pursuant to clause (ii)(E) thereof during such period or the twelve months preceding such period	$____________	 
	 	(d)        Any noncash gains for such period that represent the reversal of any accrual, or the reversal of any cash reserves, that relates to charges included in the definition of Consolidated EBITDA pursuant to clause (ii)(D) or (ii)(E) thereof during such period  or the twelve months preceding such period	$____________	 
	 	(e)        Add Lines B(4)(a) through (d) aboveB(4)(d)	 	($____________)
	(5) 	
        Consolidated EBITDA: 

        Subtract Line
B(4)(e) from Line B(3) 
	 	$____________


  






    	iii



    	 



    

 


EXHIBIT D





  


ASSIGNMENT AND ASSUMPTION


 


THIS ASSIGNMENT AND ASSUMPTION (this
“Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, the Assignor
hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under
the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on
or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by the Assignor. 





	 	 	 	 
	1.	Assignor:	 	 
	 	 	 	 
	2.	Assignee:	 	 
	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 	 	 
	3.	Borrower:	INTERCONTINENTAL EXCHANGE, INC.
	 	 	 	 
	4.	Administrative Agent:	Wells Fargo Bank, National Association, as the Administrative Agent under the Credit Agreement.



 





 






1
Select as applicable.


 






    	 



    	 



    

  


5.        
Credit Agreement:             364-Day Credit Agreement, dated as of
____________, 2015 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”),
among the Borrower, certain lenders from time to time parties thereto (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent.


	 	 	 	 
	
	 	 	 
	6.	Assigned Interest:	 










 


	Aggregate Amount of

 Commitment/Loans for all 

Lenders3	Amount of 

Commitment/Loans 

Assigned2	Percentage Assigned of 

Commitment/Loans3	
         

        CUSIP 

Number4 

	$	$	%	 
	$	$	%	 
	$	$	%	 


 





	 	 	 	 
	[7.	Trade Date:	______________]5
	 	 	 
	


8.
         Effective Date:                
______________ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN
THE REGISTER THEREFOR.]


 





 



2
Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade
Date and the Effective Date.


 


3
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


 


4
Insert if applicable.


 


5
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as
of the Trade Date.



 






    	2



    	 



    

  


The terms set forth in this Assignment
and Assumption are hereby agreed to: 


	 	 	 
	 	ASSIGNOR:
	 	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE:
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


  


	 	 	 
	[Consented to and]6 Accepted:	 
	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION 
	as Administrative Agent	 
	 	 	 
	By:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	[Consented to:]7	 
	 	 	 
	[NAME OF RELEVANT PARTY]	 
	 	 	 
	By:	 	 
	 	 	 
	Title:	 	 





 





 






6
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


7
To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.


 







    	3



    	 



    









 


ANNEX 1 to Assignment and Assumption


 


364-Day Credit Agreement, dated as of ___________,
2015, among Intercontinental Exchange, Inc., as the Borrower, certain Lenders from time to time parties thereto, Wells Fargo Bank,
National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent





 


STANDARD TERMS AND CONDITIONS FOR 


ASSIGNMENT AND ASSUMPTION 


 


1.             Representations
and Warranties. 


 


1.1           Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in
or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Document. 


 


1.2.          Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all requirements of an assignee of the Assigned Interest under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies
of the most recent financial statements referred to in Section 4.9 thereof or delivered pursuant to Section 5.1
thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made
such analysis and decision independently and without reliance on the Administrative Agent, Assignor or any other Lender, and (v) if
it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms
of the Credit Documents are required to be performed by it as a Lender. 


 






    	1



    	 



    

 


2.             Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective
Date and to the Assignee for amounts that have accrued from and after the Effective Date.


 


3.             General Provisions. This Assignment
and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations
Law, but excluding all other choice of law and conflicts of law rules).


 






    	2



    	 



    

 


EXHIBIT E-1


 


[FORM OF U.S. TAX COMPLIANCE CERTIFICATE]


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the 364-Day Credit
Agreement dated as of ____________, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time
parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the
Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER] 





	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date: ________ __, 20[__]


 










 






    	 



    


    

  


EXHIBIT E-2


 


[FORM OF U.S. TAX COMPLIANCE CERTIFICATE]


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the 364-Day Credit
Agreement dated as of ____________, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time
parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section881(c)(3)(C)
of the Code.


 


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT] 





	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date: ________ __, 20[__]


 






    	 



    


    

 


EXHIBIT E-3


 


[FORM OF U.S. TAX COMPLIANCE CERTIFICATE]


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the 364-Day Credit
Agreement dated as of ____________, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time
parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in
respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder”
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (i) an IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio
interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF PARTICIPANT]





	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date: ________ __, 20[__]


 






    	 



    


    

 


EXHIBIT E-4


 


[FORM OF U.S. TAX COMPLIANCE CERTIFICATE]


 


U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to the 364-Day Credit
Agreement dated as of ____________, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time
parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well
as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with
respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any
of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished the Administrative
Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners
that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


[NAME OF LENDER] 





	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	Date: ________ __, 20[__]





 






    	 



    


    

 


EXHIBIT F


 


SOLVENCY CERTIFICATE


 


[     ], 20__


 


This Solvency Certificate is delivered pursuant
to Section 3.3(b) of the 364-Day Credit Agreement dated as of ____________, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Intercontinental Exchange, Inc., a Delaware corporation
(the “Borrower”), the Lenders from time to time parties thereto, Wells Fargo Bank, National Association, as
Administrative Agent, and Bank of America, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The undersigned hereby certifies, solely in
his capacity as an officer of the Borrower and not in his individual capacity, as follows:


 


1.          I am the Chief Financial Officer of the
Borrower. I am familiar with the IDHC Transactions, and have reviewed the Credit Agreement, financial statements referred to in
Section 5.1 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes
of this Solvency Certificate.


 


2.          As of the date hereof, immediately after
giving effect to the consummation of the IDHC Transactions, on and as of such date (i) the fair value of the assets of the Borrower
and it is subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated,
contingent or otherwise, of the Borrower and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of
the property of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required
to pay the probable liability of the Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities,
direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower
and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries on a consolidated
basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses
are now conducted and are proposed to be conducted following the Closing Date.


 


3.          As of the date hereof, immediately after
giving effect to the consummation of the IDHC Transactions, the Borrower does not intend to, and the Borrower does not believe
that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the
timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in
respect of its debts or the debts of any such subsidiary.


 


This Solvency Certificate is being delivered
by the undersigned officer only in his capacity as Chief Financial Officer of the Borrower and not individually and the undersigned
shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.


 


[Remainder
of Page Intentionally Left Blank]


 






    	 



    


    




 


IN WITNESS WHEREOF, the undersigned has executed
this Solvency Certificate on the date first written above.





	 	 	 
	 	INTERCONTINENTAL EXCHANGE, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Chief Financial Officer







 






    	 



    


    

  


Schedule 1.1(a)


 


Commitments and


Notice Addresses


 


Commitments


 


	Lender	Commitment	HMRC DT Treaty Passport Scheme
	Passport Scheme

Reference Number	Jurisdiction of

Tax Residence
	Wells Fargo Bank, National Association	$95,000,000.00	013/W/61173/DTTP	USA
	Bank of America, N.A.	$95,000,000.00	013/B/7418/DTTP	USA
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$73,000,000.00	43/B/322072/DTTP	USA
	Bank of Montreal	$33,000,000.00	--	--
	Compass Bank	$33,000,000.00	13/C/358724/DTTP	USA
	Fifth Third Bank	$33,000,000.00	13/F/24267/DTTP	USA
	JPMorgan Chase Bank, N.A.	$23,000,000.00	13/M/268710/DTTP	USA
	Morgan Stanley Bank, N.A.	$23,000,000.00	13/M/307216/DTTP	USA
	Société Générale	$23,000,000.00	5/S/70085/DTTP	France
	U.S. Bank National Association	$23,000,000.00	13/U/62184/DTTP	USA
	Credit Suisse AG, Cayman Islands Branch	$23,000,000.00	--	--
	Lloyds Bank plc	$23,000,000.00	--	--
	Total	$500,000,000.00	--	--


 






    	 



    


    

 


Notice Addresses


 


	Party	Address
	Borrower	
        Intercontinental Exchange, Inc. 

        5660 New Northside Drive 

        3rd Floor 

        Atlanta, GA 30328 

        Attention: Legal Department 

        Telephone: (770) 738-2106 

        Fax: (770) 857-4755

        Email: ICERevolverNotices@theice.com







	Wells Fargo Bank,

National Association	
        Instructions for wire transfers to the Administrative
        Agent:

         

        Wells Fargo Bank, National Association

        ABA Routing No. 121000248

        Charlotte, North Carolina

        Account Number: 01104331628807

        Ref: Intercontinental Exchange, Inc.

        Attention: Financial Cash Controls

         

        Address for notices as Administrative Agent:

         

        Wells Fargo Bank, National Association

        1525 West W.T. Harris Blvd.

        Mail Code: D1109-019

        Charlotte, North Carolina 28262

        Attention: Syndication Agency Services

        Telephone: (704) 590 2706

        Fax: (704) 590 2790

        Email: agencyservices.requests@wellsfargo.com

         

        


 






    	 



    


    

  


Schedule 7.3


 


Liens


 


None.