EX-10.1






CHICAGO MERCANTILE EXCHANGE INC.




CREDIT AGREEMENT




Dated as of November 3, 2016




among




CHICAGO MERCANTILE EXCHANGE INC.,




EACH OF THE BANKS FROM TIME TO TIME PARTY HERETO,




BANK OF AMERICA, N.A.,

as Administrative Agent,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent,




and




BANK OF CHINA, CHICAGO BRANCH, BMO HARRIS BANK N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

BARCLAYS BANK PLC, CITIBANK, N.A., COMMERZBANK AG NEW YORK BRANCH, LLOYDS BANK PLC, UNITED OVERSEAS

BANK LIMITED, NEW YORK AGENCY, WELLS FARGO BANK, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA,

AGRICULTURAL BANK OF CHINA LIMITED, NEW YORK BRANCH, CHINA CONSTRUCTION BANK CORPORATION LONDON

BRANCH, INDUSTRIAL and COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

as Syndication Agents




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BANK OF CHINA, CHICAGO BRANCH, BMO HARRIS BANK

N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BARCLAYS BANK PLC, CITIBANK, N.A., COMMERZBANK AG NEW

YORK BRANCH, LLOYDS BANK PLC, UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY, WELLS FARGO BANK,

NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, AGRICULTURAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

CHINA CONSTRUCTION BANK CORPORATION LONDON BRANCH, INDUSTRIAL and COMMERCIAL BANK OF CHINA LIMITED,

NEW YORK BRANCH,

as Joint Lead Arrangers and Joint Bookrunners




	 	 	 	 	 	 	 	 	 
	ARTICLE IDEFINITIONS
	 	 	1	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	Section 1.2
	 	Other Definitional Provisions	 	 	29	 
	Section 1.3
	 	Exchange Rates	 	 	29	 
	Section 1.4
	 	Collateral Valuation	 	 	29	 
	Section 1.5
	 	Change of Currency	 	 	30	 
	ARTICLE IITHE CREDIT
	 	 	 	 	 	 	30	 
	Section 2.1
	 	Revolving Credit Loans	 	 	30	 
	Section 2.2
	 	Ratable Loans	 	 	32	 
	Section 2.3
	 	Repayment of Advances	 	 	32	 
	Section 2.4
	 	Reborrowing of Advances	 	 	32	 
	Section 2.5
	 	Optional Principal Payments	 	 	33	 
	Section 2.6
	 	Mandatory Principal Payments	 	 	33	 
	Section 2.7
	 	Adjustments of Commitments	 	 	34	 
	Section 2.8
	 	Fees	 	 	36	 
	Section 2.9
	 	Collateral	 	 	37	 
	Section 2.10
	 	Commitment Increase Option	 	 	40	 
	Section 2.11
	 	Defaulting Banks	 	 	41	 
	Section 2.12
	 	Removal or Replacement of a Bank	 	 	43	 
	Section 2.13
	 	Redesignation of Settlement Loans	 	 	45	 
	Section 2.14
	 	Participations in Applicable Tranche Swingline Loans	 	 	45	 
	ARTICLE IIIFUNDING THE CREDITS
	 	 	 	 	 	 	46	 
	Section 3.1
	 	Method of Borrowing	 	 	46	 
	Section 3.2
	 	Minimum Amount of Each Advance	 	 	50	 
	Section 3.3
	 	Interest	 	 	50	 
	Section 3.4
	 	Method of Payment	 	 	50	 
	Section 3.5
	 	Notes; Telephonic Notices	 	 	51	 
	Section 3.6
	 	Interest Payment Dates; Interest Basis	 	 	52	 
	ARTICLE IVADMINISTRATIVE AGENT
	 	 	 	 	 	 	52	 
	Section 4.1
	 	Notice to and Payment by the Banks	 	 	52	 
	Section 4.2
	 	Payment by Banks to the Administrative Agent	 	 	53	 
	Section 4.3
	 	Distribution of Payments	 	 	54	 
	Section 4.4
	 	Rescission of Payments by the Company	 	 	54	 
	ARTICLE VCONDITIONS PRECEDENT
	 	 	 	 	 	 	55	 
	Section 5.1
	 	Conditions Precedent	 	 	55	 
	Section 5.2
	 	Each Advance	 	 	56	 
	ARTICLE VIREPRESENTATIONS AND WARRANTIES
	 	 	58	 
	Section 6.1
	 	Corporate Existence and Standing	 	 	58	 
	Section 6.2
	 	Authorization and Validity	 	 	58	 
	Section 6.3
	 	Compliance with Laws and Contracts	 	 	59	 
	Section 6.4
	 	Financial Statements	 	 	59	 
	Section 6.5
	 	Material Adverse Change	 	 	59	 
	Section 6.6
	 	Subsidiaries	 	 	60	 
	Section 6.7
	 	Accuracy of Information	 	 	60	 
	Section 6.8
	 	Margin Regulations	 	 	60	 
	Section 6.9
	 	Taxes	 	 	60	 
	Section 6.10
	 	Litigation	 	 	60	 
	Section 6.11
	 	ERISA	 	 	60	 
	Section 6.12
	 	Investment Company Status	 	 	61	 
	Section 6.13
	 	Registration	 	 	61	 
	Section 6.14
	 	OFAC	 	 	61	 
	Section 6.15
	 	Anti-Corruption Laws	 	 	61	 
	ARTICLE VIICOVENANTS
	 	 	 	 	 	 	61	 
	Section 7.1
	 	Financial Reporting	 	 	61	 
	Section 7.2
	 	Use of Proceeds	 	 	63	 
	Section 7.3
	 	Notice of Default	 	 	64	 
	Section 7.4
	 	Conduct of Business	 	 	64	 
	Section 7.5
	 	Compliance with Laws	 	 	64	 
	Section 7.6
	 	Books and Records; Inspection Rights	 	 	65	 
	Section 7.7
	 	Consolidated Tangible Net Worth	 	 	65	 
	Section 7.8
	 	Liens	 	 	65	 
	Section 7.9
	 	Additional Clearing Members	 	 	65	 
	Section 7.10
	 	Rule Changes	 	 	66	 
	Section 7.11
	 	Taxes	 	 	66	 
	Section 7.12
	 	Insurance	 	 	66	 
	Section 7.13
	 	Fundamental Changes	 	 	66	 
	Section 7.14
	 	Collateral Accounts	 	 	66	 
	Section 7.15
	 	Sanctions	 	 	66	 
	Section 7.16
	 	Anti-Corruption Laws	 	 	67	 
	ARTICLE VIIIDEFAULTS
	 	 	 	 	 	 	67	 
	Section 8.1
	 	Representations and Warranties	 	 	67	 
	Section 8.2
	 	Payment Defaults	 	 	67	 
	Section 8.3
	 	Certain Covenant Defaults	 	 	67	 
	Section 8.4
	 	Other Covenant Defaults	 	 	67	 
	Section 8.5
	 	Other Indebtedness	 	 	67	 
	Section 8.6
	 	Bankruptcy, etc	 	 	68	 
	Section 8.7
	 	Involuntary Bankruptcy, etc	 	 	68	 
	Section 8.8
	 	Judgments	 	 	68	 
	Section 8.9
	 	Security Interest; Validity	 	 	68	 
	Section 8.10
	 	CFTC Designation	 	 	69	 
	ARTICLE IXACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	 	 	69	 
	Section 9.1
	 	Acceleration	 	 	69	 
	Section 9.2
	 	Amendments	 	 	69	 
	Section 9.3
	 	Preservation of Rights	 	 	71	 
	ARTICLE XTHE AGENTS
	 	 	 	 	 	 	72	 
	Section 10.1
	 	Appointment and Authority	 	 	72	 
	Section 10.2
	 	Rights as a Bank	 	 	72	 
	Section 10.3
	 	Exculpatory Provisions	 	 	72	 
	Section 10.4
	 	Reliance by Agents	 	 	74	 
	Section 10.5
	 	Delegation of Duties	 	 	74	 
	Section 10.6
	 	Resignation or Removal of Agents	 	 	75	 
	Section 10.7
	 	Non-Reliance on Agents and Other Banks	 	 	76	 
	Section 10.8
	 	No Other Duties, Etc	 	 	77	 
	Section 10.9
	 	Administrative Agent May File Proofs of Claim	 	 	77	 
	Section 10.10
	 	Reimbursement and Indemnification	 	 	78	 
	Section 10.11
	 	Rights of Agents	 	 	79	 
	ARTICLE XIGENERAL PROVISIONS SECTION
	 	 	79	 
	Section 11.1
	 	Successors and Assigns; Participating Interests	 	 	79	 
	Section 11.2
	 	Survival	 	 	83	 
	Section 11.3
	 	Taxes	 	 	83	 
	Section 11.4
	 	Choice of Law; Jurisdiction	 	 	87	 
	Section 11.5
	 	Headings	 	 	87	 
	Section 11.6
	 	Entire Agreement	 	 	87	 
	Section 11.7
	 	Several Obligations	 	 	88	 
	Section 11.8
	 	Expenses; Indemnification, Increased Costs; Damage Waiver	 	 	88	 
	Section 11.9
	 	Accounting	 	 	92	 
	Section 11.10
	 	Severability of Provisions	 	 	92	 
	Section 11.11
	 	Confidentiality	 	 	92	 
	Section 11.12
	 	WAIVER OF TRIAL BY JURY	 	 	93	 
	Section 11.13
	 	USA Patriot Act Notification	 	 	93	 
	Section 11.14
	 	No Advisory or Fiduciary Responsibility	 	 	93	 
	Section 11.15
	 	Judgment Currency	 	 	94	 







	 	 	 	Section 11.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
94	 





	 	 	 	 	 	 	 	 	 
	ARTICLE XII
	 	SETOFF; RATABLE PAYMENTS	 	 	95	 
	Section 12.1Setoff; Ratable Payments
	 	 	95	 
	ARTICLE XIII
	 	NOTICES	 	 	96	 
	Section 13.1Notices Generally
	 	 	96	 
	ARTICLE XIV
	 	COUNTERPARTS	 	 	97	 
	ARTICLE XV
	 	SUBORDINATION	 	 	98	 






ANNEXES, SCHEDULES AND EXHIBITS




	 	 	 	 	 
	ANNEXES
	 	 
	 
	 	 
	I

II

	 	–

–
	 	Eligible Assets

Currency Funding Times






	 	 	 	 	 
	EXHIBITS:	 	 
	 	 	 
	A

B

C

D

E

F

G

H

I

J
	 	–

–

–

–

–

–

–

–

–

–
	 	Form of Note

Form of Officer’s Certificate

Form of Certificate of Company Accountants

Form of Default/Unmatured Default Certificate

Form of Incumbency Certificate

Form of Security and Pledge Agreement

Form of Rules

Form of Advance Request

Form of Collateral Notice

Form of Notice of Redesignation







	 	 	 	 	 
	SCHEDULES	 	 
	 	 	 
	I

II

1.1

2.8

13.1
	 	–

–

–

–
	 	Subsidiaries

Litigation

Applicable Tranche Commitments

Certain Fees

Notice Addresses (Company, Clearing Members, Administrative

Agent and Collateral Agent), Administrative Agent’s Office and

Collateral Agent’s Office







CHICAGO MERCANTILE EXCHANGE INC.




CREDIT AGREEMENT




This CREDIT AGREEMENT, (the “Agreement”) dated as of November 3, 2016, is among CHICAGO
MERCANTILE EXCHANGE INC., a Delaware corporation (together with its successors and assigns, “CME”
or the “Company”) and a wholly owned subsidiary of CME Group Inc. (together with its successors and
assigns, “Holdings”), the Banks, BANK OF AMERICA, N.A., as Administrative Agent and DEUTSCHE BANK
TRUST COMPANY AMERICAS, as Collateral Agent.



In consideration of the mutual agreements herein contained, the parties hereto hereby agree as
follows:



ARTICLE I




DEFINITIONS




	 	 	 
	The parties hereto agree as follows:

	Section 1.1

	 	Definitions. As used in this Agreement:
	
 
	 	 






“2.7(b) Effective Date” has the meaning set forth in Section 2.7(b).



“2.7(b) Notice” has the meaning set forth in Section 2.7(b).



“Accelerated Termination Date” means the effective date of any termination of a Bank’s
Applicable Tranche Commitment pursuant to Section 2.12.



“Accelerated Termination Notice” has the meaning set forth in Section 2.7(b).



“Additional Amount” has the meaning set forth in Section 11.3(a).



“Additional Applicable Tranche” means any credit facility that may be created from time to
time at the Company’s request and in compliance with the provisions of Section 2.7
(including the consents required thereunder) which such facility shall consist of Loans (and
participations in Swingline Loans) in those currencies requested by the Company and approved by
each Bank agreeing to participate in such Additional Applicable Tranche, which such currencies will
be listed in the Additional Tranche/Currency Confirmation related to such Additional Applicable
Tranche.



“Additional Tranche Commitment” means, with respect to any Bank, the commitment of such Bank
to make Loans and such Bank’s obligation to purchase participations in Swingline Loans in an
aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite
such Bank’s name under the heading “Additional Tranche Commitment” on any Additional
Tranche/Currency Confirmation (and in the currencies indicated for such tranche in such Additional
Tranche/Currency Confirmation), or in the Assignment Agreement pursuant to which such Bank shall
have assumed Additional Tranche Commitment, as applicable, as such amount may be (a) reduced from
time to time pursuant to Section 2.7; (b) reduced or increased from time to time pursuant
to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Additional Tranche/Currency Confirmation” has the meaning set forth in Section
2.7(a).



“Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent
for the Banks pursuant to Article X or any successor administrative agent hereunder,
together with their respective successors and assigns.



“Administrative Agent’s Office” means, with respect to any Applicable Tranche, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 13.1
with respect to such Applicable Tranche, or such other address or account with respect to such
Applicable Tranche as the Administrative Agent may from time to time notify to the Company and the
Banks.



“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by or
reasonably acceptable to the Administrative Agent, which may be amended or supplemented from time
to time after the date hereof.



“Advance” means, with respect to an Applicable Tranche, a borrowing hereunder consisting of
the aggregate amount of the several Applicable Tranche Revolving Loans made to the Company by the
Banks under such Applicable Tranche, or of the several Applicable Tranche Swingline Loans made to
the Company by the Applicable Tranche Swingline Banks under such Applicable Tranche, in any case of
the same type (either Clearing Fund Pool Loans or Company Pool Loans), at the same time, in the
same currency and having the same Loan Maturity Date.



“Advance Rate” means, with respect to any Eligible Asset, the percentage specified on
Annex I hereto applicable to such Eligible Asset based on its asset type and, for some
asset types, time to maturity.



“Advance Request” has the meaning set forth in Section 3.1(a).



“Advance Request Confirmation” has the meaning set forth in Section 3.1(a).



“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.



“Affiliate Funding Bank” has the meaning set forth in Section 2.1.



“Agent” means the Administrative Agent or the Collateral Agent, as the context may require.



“Agent Parties” has the meaning set forth in Section 13.1(d).



“Agent Removal Request” has the meaning set forth in Section 10.6.



“Agents” means the Administrative Agent and the Collateral Agent.



“Aggregate Applicable Tranche Commitments” means, with respect to an Applicable Tranche, the
Applicable Tranche Commitments of all Banks in such Applicable Tranche, as the same may be
increased or reduced from time to time pursuant to the terms of this Agreement. The Aggregate
Applicable Tranche Commitments for each Applicable Tranche as of the Closing Date are as set forth
on Schedule 1.1.



“Aggregate Commitments” means the Aggregate Applicable Tranche Commitments for all Applicable
Tranches of all the Banks, as the same may be increased or reduced from time to time pursuant to
the terms of this Agreement. The amount of the Aggregate Commitments as of the Closing Date shall
be $7,000,000,000.00.



“Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or
otherwise modified from time to time.



“Agreement Accounting Principles” means generally accepted principles of accounting in effect
at the time of the preparation of the financial statements referred to in Section 6.4,
applied in a manner consistent with that used in preparing such statements.



“Agreement Currency” has the meaning set forth in Section 11.15.



“Alternative Currency” means each of the currencies (other than U.S. Dollars) listed in
Annex II, under the heading “Currency”.



“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated
in U.S. Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined
by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of
the most recent Revaluation Date) for the purchase of such Alternative Currency with U.S. Dollars.



“Alternative Currency Rate Loans” means, each of, HIBOR Rate Loans, BBSY Rate Loans, NIBOR
Rate Loans, CIBOR Rate Loans, STIBOR Rate Loans, Overnight Libor Rate Loans, Canadian Prime Rate
Loans, PRIBOR Rate Loans, TIIE Rate Loans, Bank Bill Rate Loans, WIBOR Rate Loans, SIBOR Rate
Loans, Loans made using the rate referenced in clause (b) of the definition of Federal Funds Rate
and any Loans made under an Additional Applicable Tranche in a currency other than U.S. Dollars.



“Applicable AA Funds Delivery Deadline” means, with respect to each applicable currency, the
time designated on Annex II under the heading “Deadline for Administrative Agent Submission
of Received Bank Loan Proceeds to Borrower” with respect to such applicable currency.



“Applicable Alternative Currency Sublimit” means, with respect to any Alternative Currency,
the sublimit indicated for such Alternative Currency on Annex II under the heading
“Alternative Currency Sublimit.”



“Applicable Bank” means, with respect to an Applicable Tranche, a Bank with an Applicable
Tranche Commitment in such Applicable Tranche or, following termination or expiration of such
Applicable Tranche Commitment, a Bank that has Applicable Tranche Revolving Loans outstanding.



“Applicable Bank Funding Deadline” means, with respect to each applicable currency, the time
designated on Annex II under the heading “Deadline for Bank Submission of Funds to
Administrative Agent” with respect to such applicable currency.



“Applicable Borrower Notice Deadline” means, with respect to each applicable currency, the
time designated on Annex II under the column titled “Deadline for Loan Notice Submission by
Borrower to Administrative Agent” with respect to such applicable currency.



“Applicable Lender Overnight Rate” means, for any day, (a) with respect to any amount
denominated in U.S. Dollars, the Federal Funds Effective Rate and (b) with respect to any amount
denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the amount with respect
to which such rate is being determined, would be offered for such day by a branch or Affiliate of
Bank of America in the applicable offshore interbank market for such currency to major banks in
such interbank market.



“Applicable Percentage” means with respect to any Applicable Tranche and each Bank with an
Applicable Tranche Commitment thereunder, the percentage of the Aggregate Applicable Tranche
Commitments represented by such Bank’s Applicable Tranche Commitment for such Applicable Tranche,
subject to adjustment as provided in Section 2.11, provided that, if the Aggregate
Applicable Tranche Commitments have terminated or expired, such Applicable Percentage shall be
determined based upon the percentage for such Applicable Tranche of the total Applicable Tranche
Revolving Loans represented by such Bank’s Applicable Tranche Revolving Loans.



“Applicable Prepayment Time” means, with respect to each applicable currency, the time
designated on Annex II under the heading “Applicable Prepayment Time” with respect to such
applicable currency.



“Applicable Reference Rate” means with respect to any Loan made in any currency, the rate
indicated on Annex II under the heading “Applicable Reference Rate” for such currency.



“Applicable Tranche” means Tranche A, Tranche B, Tranche C, Tranche D, Tranche E, Tranche F or
Tranche G or any Additional Applicable Tranche, as the case may be.



“Applicable Tranche Commitment” means, with respect to any Bank, (a) in the case of Tranche A,
such Bank’s Tranche A Commitment, (b) in the case of Tranche B, such Bank’s Tranche B Commitment,
(c) in the case of Tranche C, such Bank’s Tranche C Commitment, (d) in the case of Tranche D, such
Bank’s Tranche D Commitment, (e) in the case of Tranche E, such Bank’s Tranche E Commitment, (f) in
the case of Tranche F, such Bank’s Tranche F Commitment, (g) in the case of Tranche G, such Bank’s
Tranche G Commitment, and (h) in the case of any Additional Applicable Tranche, such Bank’s
respective Additional Applicable Tranche Commitment.



“Applicable Tranche Covering Swingline Loans” has the meaning set forth in Section
3.1(a).



“Applicable Tranche Revolving Loan” means, with respect to any Applicable Tranche, Revolving
Loans made under such Applicable Tranche.



“Applicable Tranche Swingline Bank” means, with respect to any Applicable Tranche, each Bank
that has agreed in its sole discretion to provide Applicable Tranche Swingline Loans to the Company
at the time of the request for such Applicable Tranche Swingline Loans by the Company pursuant to
the terms hereof and in an aggregate amount as so consented to by such Bank.



“Applicable Tranche Swingline Exposure” means, at any time, with respect to each Applicable
Tranche, the aggregate principal amount of all Applicable Tranche Swingline Loans outstanding under
such Applicable Tranche at such time. With respect to each Applicable Tranche, the Applicable
Tranche Swingline Exposure of any Bank (if such Bank is an Applicable Tranche Swingline Bank) at
any time shall be the sum of (i) the aggregate principal amount of Applicable Tranche Swingline
Loans made by such Bank under such Applicable Tranche minus the aggregate principal amount of
participating interests acquired and funded in such Applicable Tranche Swingline Bank’s Applicable
Tranche Swingline Loans by other Banks under such Applicable Tranche and (ii) the aggregate
principal amount of participating interests acquired and funded by such Bank under such Applicable
Tranche in Applicable Tranche Swingline Loans of other Applicable Tranche Swingline Banks under
such Applicable Tranche.



“Applicable Tranche Swingline Loan” means, with respect to any Applicable Tranche, Swingline
Loans made under any Applicable Tranche and shall include each Applicable Tranche Covering
Swingline Loan made under such Applicable Tranche.



“Arrangers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered
broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank
of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending
services or related businesses may be transferred following the date of this Agreement), in its
capacity as a joint lead arranger and joint bookrunner, Bank of China, Chicago Branch, in its
capacity as joint lead arranger and joint bookrunner, BMO Harris Bank N.A., in its capacity as
joint lead arranger and joint bookrunner, The Bank of Tokyo-Mitsubishi UFJ, Ltd., in its capacity
as joint lead arranger and joint bookrunner, Barclays Bank PLC, in its capacity as joint lead
arranger and joint bookrunner, Citibank, N.A., in its capacity as joint lead arranger and joint
bookrunner, Commerzbank AG New York Branch, in its capacity as joint lead arranger and joint
bookrunner, Lloyds Bank plc, in its capacity as joint lead arranger and joint bookrunner, United
Overseas Bank Limited, New York Agency, in its capacity as joint lead arranger and joint
bookrunner, Wells Fargo Bank, National Association, in its capacity as joint lead arranger and
joint bookrunner, The Bank of Nova Scotia , in its capacity as joint lead arranger and joint
bookrunner, Agricultural Bank of China Limited, New York Branch, in its capacity as joint lead
arranger and joint bookrunner, China Construction Bank Corporation London Branch, in its capacity
as joint lead arranger and joint bookrunner, and Industrial and Commercial Bank of China Limited,
New York Branch, in its capacity as joint lead arranger and joint bookrunner.



“Article” means an article of this Agreement unless another document is specifically
referenced.



“Assignees” has the meaning set forth in Section 11.1(c).



“Assignment Agreement” has the meaning set forth in Section 11.1(c).



“Audit” has the meaning set forth in Section 7.6.



“Australian Dollars” means the lawful currency of Australia.



“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable
EEA Resolution Authority in respect of any liability of an EEA Financial Institution.



“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of
Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.



“Bank Bill Rate” means, in relation to any Loan in New Zealand Dollars for any day, the rate
per annum equal to the Bank Bill Reference Bid Rate or a comparable or successor rate, which rate
is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or
such other commercially available source providing such quotations as may be designated by the
Administrative Agent from time to time) at or about 10:45 a.m. (Auckland, New Zealand time) on the
on such day for overnight deposits and, if any such applicable rate is below zero, the Bank Bill
Rate for such day will be deemed to be zero.



“Bank Bill Rate Loan” means a Loan that bears interest at a rate based on the Bank Bill Rate.
All Bank Bill Rate Loans shall be denominated in New Zealand Dollars.



“Bank of America” means Bank of America, N.A. and its successors.



“Banks” means the banks and other financial institutions listed on the signature pages of this
Agreement and their respective successors and assigns and any other Person that becomes a party
hereto as a Bank in accordance with Section 9.2(b) or 11.1(c).



“Bank Notice” has the meaning set for in Section 3.1(b).



“BBSY Rate” means, in relation to any Loan in Australian Dollars for any day, a rate per annum
equal to the Bank Bill Rate or, if such rate is not available, a comparable or successor rate,
which rate is reasonably selected by the Administrative Agent, as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne,
Australia time) for an amount comparable to the amount of that Loan on such day for overnight
deposits and, if any such applicable rate is below zero, the BBSY Rate for such day will be deemed
to be zero; provided, that, after the date hereof and to the extent a comparable
or successor rate is reasonably selected by the Administrative Agent (as contemplated above), such
selected rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such selected rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent.



“BBSY Rate Loan” means a Loan that bears interest at a rate based on the BBSY Rate. All BBSY
Rate Loans shall be denominated in Australian Dollars.



“Borrower Materials” has the meaning set forth in Section 7.1.



“Borrowing Base” means (a) with respect to any Clearing Fund Collateral Pool or Clearing Fund
Pool Loans, the applicable Clearing Fund Borrowing Base and (b) with respect to the Company
Collateral Pool or the Company Pool Loans, the Company Borrowing Base.



“Borrowing Date” means a date on which an Advance is made hereunder.



“Bullion Account Bank” has the meaning set forth in the Security and Pledge Agreement.



“Bullion Security Agreement” has the meaning set forth in the Security and Pledge Agreement.



“Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the laws of, or are in fact closed in, the governmental
jurisdiction where the Administrative Agent’s Office with respect to obligations hereunder
denominated in U.S. Dollars is located that is also:



(a) if such day relates to any interest rate settings as to a Loan denominated in U.S. Dollars
described in clause (b) of the definition of “Federal Funds Rate”, any day on which dealings in
deposits in U.S. Dollars are conducted by and between banks in the London interbank eurodollar
market;



(b) if such day relates to any interest rate settings as to a Loan denominated in Euro, any
fundings, disbursements, settlements and payments in Euro in respect of any such a Loan, or any
other dealings in Euro to be carried out pursuant to this Agreement in respect of any such a Loan,
a TARGET Day and any day on which dealings in deposits in U.S. Dollars are conducted by and between
banks in the London interbank eurodollar market;



(c) if such day relates to any interest rate settings as to a Loan denominated in a LIBOR
Quoted Specified Alternative Currency, any day on which dealings in deposits in such LIBOR Quoted
Specified Alternative Currency are conducted by and between banks in the London interbank market;



(d) if such day relates to any fundings, disbursements, settlements and payments in a LIBOR
Quoted Specified Alternative Currency in respect of a Loan denominated in a LIBOR Quoted Specified
Alternative Currency or any other dealings in a LIBOR Quoted Specified Alternative Currency are to
be carried out pursuant to this Agreement (other than any interest rate settings), any day on which
banks are open for foreign exchange business in London;



(e) if such day relates to any fundings, disbursements, settlements and payments in a currency
other than U.S. Dollars or a LIBOR Quoted Specified Alternative Currency in respect of a Loan
denominated in a currency other than U.S. Dollars or a LIBOR Quoted Specified Alternative Currency
or any other dealings in any currency other than U.S. Dollars or a LIBOR Quoted Specified
Alternative Currency to be carried out pursuant to this Agreement in respect of any such Loan
(other than any interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such currency; and



(f) if such day relates to any Market Value or Borrowing Base calculation to be made by the
Collateral Agent, means any such day on which the Collateral Agent and each Custodian is open for
business (or such other day as agreed to by the Collateral Agent and the Company).



“Canadian Dollars” means the lawful currency of Canada.



“Canadian Prime Rate” means, for any day, the rate of interest per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the greater of (a) the interest rate per annum
publicly announced from time to time by the Administrative Agent, acting through its Toronto
branch, as its reference rate in effect on such day at its principal office in Toronto for
determining interest rates applicable to commercial loans denominated in Canadian Dollars and made
by it in Canada (each change in such reference rate being effective from and including the date
such change is publicly announced as being effective) and (b) the interest rate per annum equal to
the sum of (i) the rate that appears on the Bloomberg Screen CDOR Page for Canadian Dollar bankers’
acceptances having a term of one month as of 10:00 am (Toronto time) on the date of determination
as reported by the Administrative Agent (and if such screen is not available, any successor or
similar service as may be reasonably selected by the Administrative Agent) and (ii) 0.50% per
annum, in each case, adjusted automatically with each quoted or published change in such rate, all
without the necessity of any notice to the Company or any other Person.



“Canadian Prime Rate Loan” means a Loan that bears interest at a rate based on the Canadian
Prime Rate. All Canadian Prime Rate Loans shall be denominated in Canadian Dollars.



“CBOT” means The Chicago Board of Trade, together with its successors and assigns.



“CBOT Rules” means the rules of the CBOT and includes any interpretations thereof.



“Change in Law” has the meaning set forth in Section 11.8(b).



“CIBOR Rate” means, in relation to any Loan in Danish Kroner for any day, a rate per annum
equal to the Copenhagen Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 11:00
a.m. (Copenhagen, Denmark time) for an amount comparable to the amount of that Loan on such day for
overnight deposits and, if any such applicable rate is below zero, the CIBOR Rate for such day will
be deemed to be zero; provided, that, after the date hereof and to the extent a
comparable or successor rate is reasonably selected by the Administrative Agent (as contemplated
above), such selected rate shall be applied in a manner consistent with market practice;
provided, further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such selected rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.



“CIBOR Rate Loan” means a Loan that bears interest at a rate based on the CIBOR Rate. All
CIBOR Rate Loans shall be denominated in Danish Kroner.



“Clearing Business” has the meaning set forth in Section 7.2.



“Clearing Fund Borrowing Base” means, at any time, an amount equal to the aggregate Discounted
Value of all Collateral included in the Clearing Fund Collateral Pool for the applicable Clearing
Business at such time, free and clear of any Lien other than those granted under the Loan Documents
or as permitted by Section 7.8.



“Clearing Fund Collateral Pool” has the meaning set forth in the Security and Pledge
Agreement.



“Clearing Fund Pool Loan” means each Settlement Loan, other than any Settlement Loan that, by
virtue of its initial designation in the applicable Advance Request or by virtue of any
redesignation pursuant to Section 2.13, is then designated as a Company Pool Loan.



“Clearing House” means the department or departments of the Company that reconcile, settle,
adjust and clear contracts on the exchange of the Company, CBOT, NYMEX or any other exchange in
respect of which the Company has equivalent authority, as the case may be, subject to the Rules.



“Clearing Member” means a firm qualified to clear trades through the Clearing House.



“Clearing Member Securities Account” has the meaning set forth in the Security and Pledge
Agreement.



“Clearing Member Security” has the meaning set forth in the Security and Pledge Agreement.



“Closing Date” has the meaning set forth in Section 5.1.



“CME” has the meaning set forth in the preamble hereto.



“CMECE” means CME Clearing Europe, a wholly-owned subsidiary of Holdings.



“CMECE Loans” has the meaning set forth in Section 7.2.



“CME Rules” means the rules of the Company and includes any interpretations thereof.



“Code” means the Internal Revenue Code of 1986.



“Collateral” means, collectively, the “Collateral” under and as defined in the Security and
Pledge Agreement and the “Security Assets” under and as defined in each of the Bullion Security
Agreements.



“Collateral Accounts” has the meaning set forth in the Security and Pledge Agreement.



“Collateral Agent” means Deutsche Bank Trust Company Americas, in its capacity as collateral
agent for the Agents and Banks pursuant to Article X or any successor collateral agent
hereunder, together with their respective successors and assigns.



“Collateral Agent’s Office” means the Collateral Agent’s address set forth on
Schedule 13.1 or such other address as the Collateral Agent may from time to time notify
the Company and the Banks.



“Collateral Documents” means the Security and Pledge Agreement, each Bullion Security
Agreement, each Control Agreement and all other agreements and documents entered into by the
Company or any Clearing Member in favor of the Collateral Agent for the benefit of the Agents and
Banks for the purpose of effecting the Security and Pledge Agreement or any Bullion Security
Agreement (including, without limitation, each Control Agreement), in each case, as the same may be
amended, restated, supplemented or otherwise modified from time to time.



“Collateral Notice” has the meaning set forth in Section 3.1(a).



“Collateral Pool” means (a) with respect to any Clearing Fund Pool Loans or Clearing Fund
Borrowing Base, the Clearing Fund Collateral Pool for the applicable Clearing Business and (b) with
respect to the Company Pool Loans or the Company Borrowing Base, the Company Collateral Pool.



“Company” has the meaning set forth in the preamble hereto.



“Company Borrowing Base” means, at any time, an amount equal to the aggregate Discounted Value
of all Collateral included in the Company Collateral Pool at such time, free and clear of any Lien
other than those granted under the Loan Documents or as permitted by Section 7.8.



“Company Collateral Pool” has the meaning set forth in the Security and Pledge Agreement.



“Company Information” has the meaning set forth in Section 11.11.



“Company Pool Loan” means each GFX Loan and CMECE Loan, and any Settlement Loan that, by
virtue of its initial designation in the applicable Advance Request or by virtue of any
redesignation pursuant to Section 2.13, is then designated as a Company Pool Loan (but
excluding any Loan that was so initially designated and has been redesignated as a Clearing Fund
Pool Loan unless and until it is subsequently further redesignated as a Company Pool Loan).



“Company Securities Account” has the meaning set forth in the Security and Pledge Agreement.



“Company Security” has the meaning set forth in the Security and Pledge Agreement.



“Concentration Policy” has the meaning set forth in Annex I.



“Consolidated Tangible Net Worth” means at any date the consolidated shareholders’ equity of
the Company and its consolidated Subsidiaries determined in accordance with Agreement Accounting
Principles, less their consolidated Intangible Assets, all determined as of such date. For
purposes of this definition “Intangible Assets” means the amount (to the extent reflected in
determining such consolidated shareholders’ equity) of (i) all write-ups (other than write-ups
resulting from foreign currency translations and write-ups of assets of a going concern business
made within twelve months after the acquisition of such business) subsequent to September 30, 2016
in the book value of any asset owned by the Company or a consolidated Subsidiary, (ii) all
investments in unconsolidated Subsidiaries and all equity investments in Persons which are not
Subsidiaries and (iii) all unamortized debt discount and expense, unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, organization or
developmental expenses and other intangible items. In all cases, the value of “Intangible Assets”
should be reduced by any associated deferred tax liabilities.



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



“Control Agreement” has the meaning set forth in the Security and Pledge Agreement.



“Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the Company, are
treated as a single employer under Section 414(b) or 414(c) of the Internal Revenue Code (and
Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to
Section 412 of the Internal Revenue Code.)



“Corporate Bonds” means debt securities issued by private and public corporations.



“Cross-Margining Clearing Organization” means a clearing organization that has entered into a
cross-margining agreement with the Clearing House.



“Custodian” has the meaning set forth in the Security and Pledge Agreement.



“Czech Koruna” means the lawful currency of the Czech Republic.



“Danish Kroner” means the lawful currency of Denmark.



“Daylight Overdraft” means an intraday settlement obligation of the Company to a Clearing
Member incurred in the ordinary course of business in accordance with the Rules. Any such
obligation not settled by the close of business on the date incurred shall then cease to be a
Daylight Overdraft.



“Default” means an event described in Article VIII.



“Defaulted Clearing Member” means, as of any time of determination, a Clearing Member that is
then in default of its obligations to the Company, CBOT, NYMEX or any other exchange which is
qualified to clear trades through the Clearing House, under and pursuant to the Rules.



“Defaulting Bank” means, subject to Section 2.11(b), any Bank that (a) has failed to
(i) fund all or any portion of its Loans as of the time required to be funded by it in accordance
with Section 4.1 unless such Bank notifies the Administrative Agent and the Company in
writing that such failure is the result of such Bank’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 (ii) pay to the
Administrative Agent, any Applicable Tranche Swingline Bank or any other Bank any other amount
required to be paid by it hereunder (including in respect of its participation in Applicable
Tranche Swingline Loans) in accordance with Section 2.14, (b) has notified the Company, the
Administrative Agent, or any Applicable Tranche Swingline Bank 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 Bank’s obligation to fund a Loan hereunder
and states that such position is based on such Bank’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) has not been satisfied), (c) has failed, within
three Business Days after written request by the Administrative Agent or the Company, to confirm in
writing to the Administrative Agent and the Company that it will comply with its prospective
funding obligations hereunder (provided that such Bank shall cease to be a Defaulting Bank
pursuant to this clause (c) upon receipt of such written confirmation by the Administrative
Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under the federal bankruptcy code or any other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws, (ii) had appointed for it
a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors
or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting
in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Bank
shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity
interest in that Bank 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 Bank 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 Bank (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Bank. Any determination by the
Administrative Agent that a Bank is a Defaulting Bank under any one or more of clauses (a)
through (d) above, and of the effective date of such status, shall be conclusive and
binding absent manifest error, and such Bank shall be deemed to be a Defaulting Bank (subject to
Section 2.11(b)) as of the date established therefor by the Administrative Agent in a
written notice of such determination, which shall be delivered by the Administrative Agent to the
Company, the Applicable Tranche Swingline Banks and each other Bank promptly following such
determination.



“Designated Jurisdiction” means any country or territory to the extent that such country or
territory itself, or its government, is the subject of any comprehensive Sanction.



“Discounted Value” means, at any time with respect to any Eligible Asset included in the
Collateral, the Market Value of such asset determined by multiplying the Market Value of such asset
at the time by the Advance Rate applicable to such Eligible Asset.



“EEA Financial Institution” means (a) any credit institution or investment firm established in
any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any
entity established in an EEA Member Country which is a parent of an institution described in clause
(a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject
to consolidated supervision with its parent.



“EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway.



“EEA Resolution Authority” means any public administrative authority or any person entrusted
with public administrative authority of any EEA Member Country (including any delegee) having
responsibility for the resolution of any EEA Financial Institution.



“Eligible Asset” means any asset which is of a type and, where applicable, has a maturity as
listed on Annex I hereto, subject, in each case, to the Concentration Policy and Minimum
Credit Rating (as applicable).



“ERISA” means the Employee Retirement Income Security Act of 1974.



“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the
Loan Market Association (or any successor Person), as in effect from time to time.



“Euro” and “EUR” mean the single currency of the Participating Member States.



“Excess Availability” means, as of any date, (a) in the case of an Advance under any
Applicable Tranche which Advance consists of Clearing Fund Pool Loans for any Clearing Business,
the lesser of (i) the excess, if any, of the Aggregate Applicable Tranche Commitments minus the
aggregate principal of all outstanding Loans disbursed under such Applicable Tranche to the Company
and (ii) the excess, if any, of the Clearing Fund Borrowing Base for such Clearing Business minus
the aggregate principal of all outstanding Clearing Fund Pool Loans for such Clearing Business
disbursed to the Company and (b) in the case of an Advance under any Applicable Tranche which
Advance consists of Company Pool Loans, the lesser of (i) the excess, if any, of the Aggregate
Applicable Tranche Commitments minus the aggregate principal of all outstanding Loans disbursed
under such Applicable Tranche to the Company and (ii) the excess, if any, of the Company Borrowing
Base minus the aggregate principal of all outstanding Company Pool Loans disbursed to the Company.



“Excess Notice Date” has the meaning set forth in Section 2.6(d).



“Excluded Taxes” means, with respect to any and all payments to any Agent, any Bank or any
recipient of any payment to be made by or on account of any obligation of the Company under the
Loan Documents, (i) net income taxes, branch profits taxes, franchise and excise taxes (to the
extent imposed in lieu of net income taxes), and all interest, penalties and liabilities with
respect thereto, imposed on any Agent or any Bank by the United States of America or any political
subdivision thereof, or by the jurisdiction under the laws of which such Agent, Bank or recipient
is organized or in which its principal office is located or, in the case of any Bank, in which its
applicable lending office is located or by any other jurisdiction as a result of a present or
former connection between such Agent, Bank or recipient (other than connections arising from the
transactions contemplated by the Loan Documents) and (ii) any U.S. federal withholding taxes
imposed by FATCA.



“Existing Credit Agreement” means the Credit Agreement dated as of November 5, 2015, among the
Company, certain lenders parties thereto, Bank of America, N.A., as administrative agent and
Deutsche Bank Trust Company Americas, as collateral agent, and the other agents named therein.



“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
amended or successor version that is substantively comparable and not materially more onerous to
comply with), any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to Section 1471(b)(1) of the Code.



“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.



“Federal Funds Rate” means, for any day, a rate per annum equal to the greater of (a) the
Federal Funds Effective Rate at the approximate time of the relevant Advance (for the first day of
such Advance and until the next Business Day) or 12:00 noon (New York City time) (for each
subsequent Business Day until the next Business Day) and (b) one-month LIBOR (as appearing for such
first or subsequent Business Day on the applicable Bloomberg Screen at 11:00 a.m., London time (or
if not available, such other commercially available source providing quotations of LIBOR as may be
designated by the Administrative Agent from time to time), and, if the one-month LIBOR rate is
below zero, such rate shall be deemed to be zero; provided, that, after the date
hereof and to the extent a comparable or successor rate is reasonably selected by the
Administrative Agent for any such rate (as contemplated in the definition of such reference rates),
such selected rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such selected rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent.



“Federal Funds Rate Loan” means a Loan that bears interest at a rate based on the Federal
Funds Rate. All Federal Funds Rate Loans shall be denominated in U.S. Dollars.



“Fee Letters” means, individually or collectively as the context may require, (i) that certain
letter agreement dated as of October 3, 2016 among the Company, the Administrative Agent and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and (ii) that certain letter agreement dated on
or about the date hereof among the Company and the Collateral Agent.



“Foreign Bank” has the meaning set forth in Section 11.3(f).



“Funding Affiliate” has the meaning set forth in Section 2.1.



“GAAP” means generally accepted accounting principles in the United States as in effect from
time to time.



“GFX” means that Wholly-Owned Subsidiary of the Company known as the GFX Corporation.



“GFX Guaranty” means a Guaranty by the Company issued to a counterparty of GFX related to
over-the-counter foreign exchange transactions entered into by GFX, or a Guaranty by the Company
issued to a banking institution that has provided performance bond collateral, or met performance
bond or variation margin obligations on behalf of GFX, related to transactions in futures.



“GFX Loan” has the meaning set forth in Section 7.2.



“Gold Bullion” has the meaning set forth in the Security and Pledge Agreement.



“Governmental Authority” means the government of the United States of America, any other
nation or 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).



“Grantor” has the meaning set forth in the Security and Pledge Agreement.



“Guaranty” of a Person means any agreement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable
upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or
other financial condition of any other Person or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter, operating agreement or
take-or-pay contract and shall include, without limitation, the contingent liability of such Person
in connection with any application for a letter of credit; provided that the term “Guaranty” shall
not include endorsements for collection on deposit in the ordinary course of business.



“Guaranty Fund Assets” has the meaning set forth in the Security and Pledge Agreement.



“Held Funds” has the meaning specified in Section 3.1(b)(iii).



“HIBOR Rate” means, in relation to any Loan in Hong Kong Dollars for any day, a rate per annum
equal to the Hong Kong Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 11:00am
(Hong Kong time) for an amount comparable to the amount of that Loan on such day for overnight
deposits and, if any such applicable rate is below zero, the HIBOR Rate for such day will be deemed
to be zero; provided, that, after the date hereof and to the extent a comparable or
successor rate is reasonably selected by the Administrative Agent (as contemplated above), such
selected rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such selected rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent.



“HIBOR Rate Loan” means a Loan that bears interest at a rate based on the HIBOR Rate. All
HIBOR Rate Loans shall be denominated in Hong Kong Dollars.



“Holdings” has the meaning set forth in the preamble hereto.



“Hong Kong Dollars” means the lawful currency of Hong Kong.



“Impacted Tranche” has the meaning specified in Section 2.12.



“Increased Cost Notice” has the meaning set forth in Section 11.8(b).



“Indebtedness” of a Person means, without duplication, such Person’s (i) obligations for
borrowed money (other than a Daylight Overdraft), (ii) obligations representing the deferred
purchase price of property other than accounts payable arising in the ordinary course of such
Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed,
secured by Liens or payable out of the proceeds or production from property (other than futures and
options contracts held in a cross-margin account at the Company) now or hereafter owned or acquired
by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments,
(v) capitalized lease obligations, (vi) obligations for which such Person is obligated pursuant to
a Guaranty of Indebtedness (other than the guarantee provided by the Clearing House to Clearing
Members in the ordinary course of business for their obligations to one another, or the GFX
Guaranties) and (vii) reimbursement obligations with respect to letters of credit;
provided, however, that “Indebtedness” shall not include (a) obligations of the
Company to a Cross-Margining Clearing Organization arising out of the liquidation of one or more
pairs of cross-margin accounts held at the Clearing House and at such Cross-Margining Clearing
Organization, (b) obligations of the Company to a pledgee arising out of the liquidation of one or
more pairs of cross-margin pledge accounts held at the Clearing House and at a Cross-Margining
Clearing Organization and (c) with respect to the transfer of positions and related margin from a
suspended Clearing Member to another Clearing Member, obligations of the Company to make a transfer
in cash in respect of margin related to such suspended Clearing Member’s positions.



“Indemnified Amounts” has the meaning set forth in Section 11.8(a).



“Indemnified Party” has the meaning set forth in Section 11.8(a).



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Judgment Currency” has the meaning set forth in Section 11.15.



“LIBOR” has the meaning specified in the definition of Overnight Libor Rate.



“LIBOR Quoted Specified Alternative Currency” means each of the following currencies: Euro,
Sterling, Yen and Swiss Franc and any currency used in an Additional Applicable Tranche whose
Applicable Reference Rate is determined by reference to LIBOR, in each case as long as there is a
published LIBOR rate with respect thereto.



“Lien” means, with respect to an asset, any security interest, mortgage, pledge, lien, claim,
charge, encumbrance, title retention agreement, lessor’s interest under a capitalized lease or
analogous instrument, in, of or on such asset.



“Loan” means a Revolving Loan or a Swingline Loan.



“Loan Documents” means this Agreement, each Note, the Fee Letters and the Collateral
Documents.



“Loan Maturity Date” has the meaning set forth in Section 2.3(a).



“Market Value” means, as to any Eligible Asset at any time of determination, the value
determined by the Collateral Agent (in accordance with Section 1.4) or any other entity
(deemed acceptable for such purpose by the Administrative Agent and the Company), as the case may
be, in its usual and customary manner by using the then most current pricing information with
respect to such Eligible Asset reasonably available to such Person from one or more pricing
services selected by such Person in its sole discretion. Notwithstanding the foregoing, in the
event of a discrepancy between the Collateral Agent’s or any such entity’s determination of Market
Value, the Collateral Agent’s or any such entity’s determination shall control.



“Material Adverse Effect” means a material adverse effect on the Company’s financial position
or the Company’s ability to perform its obligations in the ordinary course of business as they
become due.



“Member Attorney-in-Fact” means the Company in its capacity as attorney-in-fact for the
Clearing Members pursuant to the power of attorney authorized in CME Rule 817, CBOT Rule 817, NYMEX
Rule 817 or any other similar Rule, as applicable.



“Mexican Pesos” means the lawful currency of Mexico.



“Minimum Credit Rating” has the meaning set forth in Annex I.



“Money Fund Control Agreement” has the meaning set forth in the Security and Pledge Agreement.



“Money Fund Issuer” has the meaning set forth in the Security and Pledge Agreement.



“Money Fund Shares” has the meaning set forth in the Security and Pledge Agreement.



“Money Gridlock Situation” means (1) a disruption in the clearing and settlement operations of
the Clearing House due to disruptions caused by a default by a depository, temporary problems or
delays in obtaining or making settlement payments due to delays, overuse or other similar problems
with the Fed Wire or similar money transfer systems or (2) the failure of a Cross-Margining
Clearing Organization to approve one or more withdrawals by the Clearing House from a
cross-margining bank account held either by the Company and such Cross-Margining Clearing
Organization jointly, or by a Clearing Member cross-margining its positions at the Clearing House
with its own or an Affiliate’s positions at such Cross-Margining Clearing Organization.



“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or
any other arrangement to which the Company or any member of the Controlled Group is a party to
which more than one employer is or has been obligated to make contributions.



“New Lending Office” has the meaning set forth in Section 11.3(f).



“New Zealand Dollars” means the lawful currency of New Zealand.



“NIBOR Rate” means, in relation to any Loan in Norwegian Kroner for any day, a rate per annum
equal to the Norwegian Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 12:00
p.m. (London time) for an amount comparable to the amount of that Loan on such day for overnight
deposits and, if any such applicable rate is below zero, the NIBOR Rate for such day will be deemed
to be zero; provided, that, after the date hereof and to the extent a comparable or
successor rate is reasonably selected by the Administrative Agent (as contemplated above), such
selected rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such selected rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent.



“NIBOR Rate Loan” means a Loan that bears interest at a rate based on the NIBOR Rate. All
NIBOR Rate Loans shall be denominated in Norwegian Kroner.



“Non-Consenting Bank” has the meaning set forth in Section 2.12.



“Non-Terminating Bank” has the meaning set forth in Section 2.7(b).



“Norwegian Kroner” means the lawful currency of Norway.



“Note” has the meaning set forth in Section 3.5.



“Notice of Exclusive Control” has the meaning set forth in the Security and Pledge Agreement.



“Notice of Redesignation” has the meaning set forth in Section 2.13.



“NYMEX” means New York Mercantile Exchange, Inc., a Delaware corporation, together with its
successors and assigns.



“NYMEX Rules” means the rules of NYMEX and includes any interpretations thereof.



“Obligations” means all unpaid principal of, and accrued and unpaid interest on, the Loans
(including, without limitation, interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to the Company,
whether or not a claim for such interest is allowed in such proceeding), all accrued and unpaid
commitment fees and expenses (including attorneys’ and professional advisors’ fees) required to be
paid under this Agreement and all other obligations of the Company to any Agent or any Bank, in
each case arising under the Loan Documents whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred.



“OFAC” has the meaning set forth in Section 11.1(g).



“Other Taxes” means any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document, including any interest, additions to tax or penalties applicable thereto, excluding
however any such taxes imposed with respect to an assignment (other than an assignment made
pursuant to Section 11.3(h)).



“Outstanding Loan Notice” has the meaning set forth in Section 3.1(b).



“Overnight Libor Rate” means, in relation to any Loan in a LIBOR Quoted Specified Alternative
Currency  for any day, a rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) for such currency or, if such rate is not available, a comparable or successor
rate which rate is reasonably selected by the Administrative Agent, as published on the applicable
Bloomberg screen page (or such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (London
time) for an amount comparable to the amount of that Loan on such day for overnight deposits in the
relevant currency, and, if any such applicable rate is below zero, the Overnight Libor Rate for
such day will be deemed to be zero; provided, that, after the date hereof and to
the extent a comparable or successor rate is reasonably selected by the Administrative Agent (as
contemplated above), such selected rate shall be applied in a manner consistent with market
practice; provided, further that to the extent such market practice is not
administratively feasible for the Administrative Agent, such selected rate shall be applied in a
manner as otherwise reasonably determined by the Administrative Agent.



“Overnight Libor Rate Loan” means a Loan that bears interest at a rate based on the Overnight
Libor Rate. All Overnight Libor Rate Loans shall be denominated in a Libor Quoted Specified
Alternative Currency.



“Participant Register” has the meaning set forth in Section 11.1(b).



“Participants” has the meaning set forth in Section 11.1(b).



“Participating Member State” means any member state of the European Union that has the Euro as
its lawful currency in accordance with legislation of the European Union relating to Economic and
Monetary Union.



“PBGC” means the Pension Benefit Guaranty Corporation and its successors and assigns.



“Performance Bonds” means the assets made available to the Clearing House by each Clearing
Member as security for its obligations to the Clearing House pursuant to CME Rule 820, CBOT Rule
820, NYMEX Rule 820 or any other similar Rule, as applicable.



“Person” means any corporation, natural person, firm, joint venture, partnership, limited
liability company, trust, unincorporated organization, enterprise, government or any department or
agency of any government.



“Plan” means an “employee pension benefit plan” (as described in Section 3(2) of ERISA) which
is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of
the Internal Revenue Code as to which the Company or any member of the Controlled Group either, (i)
sponsors or has sponsored, (ii) maintains or has maintained, or (iii) contributes to or has or had
an obligation to make contributions.



“Platform” has the meaning set forth in Section 7.1.



“Polish Zloty” means the lawful currency of Poland.



“Prepayment Notice Deadline” means, with respect to each applicable currency, the time
designated on Annex II under the column titled “Deadline for Borrower Submission of a
Prepayment Notice” with respect to such applicable currency.



“PRIBOR Rate” means, in relation to any Loan in Czech Koruna for any day, a rate per annum
equal to the Prague Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 11:00am
(Prague time) for an amount comparable to the amount of that Loan on such day for overnight
deposits and, if any such applicable rate is below zero, the PRIBOR Rate for such day will be
deemed to be zero; provided, that, after the date hereof and to the extent a
comparable or successor rate is reasonably selected by the Administrative Agent (as contemplated
above), such selected rate shall be applied in a manner consistent with market practice;
provided, further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such selected rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.



“PRIBOR Rate Loan” means a Loan that bears interest at a rate based on the PRIBOR Rate. All
PRIBOR Rate Loans shall be denominated in Czech Koruna.



“Public Bank” has the meaning specified in Section 7.1.



“Register” has the meaning set forth in Section 11.1(d).



“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System from
time to time in effect and shall include any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by banks for the
purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve
System.



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



“Replacement Bank” has the meaning set forth in Section 2.12.



“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the
regulations issued under such Section, with respect to a Plan, excluding, however, such events as
to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event (provided that a failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code and of Section 302 of ERISA
shall be a reportable event regardless of the issuance of any such waivers in accordance with
Section 412(c) of the Internal Revenue Code).



“Requesting Bank” has the meaning set forth in Section 2.12.



“Required Applicable Banks” means, with respect to any Applicable Tranche, Banks having more
than 50% of the aggregate outstanding Applicable Tranche Commitments in such Applicable Tranche or,
after the Revolving Credit Termination Date, more than 50% of the aggregate Applicable Tranche
Revolving Loans outstanding (including participating interests in Applicable Tranche Swingline
Loans) in such Applicable Tranche.



“Required Banks” means Banks having more than 50% of the sum of the Aggregate Commitments or,
after the Revolving Credit Termination Date, more than 50% of the aggregate Revolving Loans
outstanding (including participating interests in Swingline Loans).



“Resignation Effective Date” has the meaning set forth in Section 10.6.



“Responsible Officer” means each of the Executive Chairman & President, Chief Executive
Officer, Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary and Assistant Secretary
of CME.



“Revaluation Date” means, with respect to any Loan denominated in an Alternative Currency
under an Applicable Tranche, each of the following: (i) each date of an Advance denominated in an
Alternative Currency, (ii) while a Loan denominated in an Alternative Currency is outstanding on
any date upon the request of (A) the Administrative Agent or (B) the Required Applicable Banks with
respect to Loans outstanding under any Applicable Tranche and (iii) such additional dates as the
Company may reasonably request from time to time.



“Revolving Credit Termination Date” means November 2, 2017 or any earlier date on which the
Aggregate Commitments are terminated pursuant to this Agreement.



“Revolving Loan” has the meaning set forth in Section 2.1. Revolving Loans may be
denominated in U.S. Dollars or Alternative Currencies, as the case may be for each Applicable
Tranche as indicated on Schedule 1.1.



“Rules” means the collective reference to the CME Rules, the CBOT Rules, the NYMEX Rules and
the rules of any other exchange which is qualified to clear trades through the Clearing House.



“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of the McGraw-Hill
Companies, Inc. and any successor thereto.



“Sanction(s)” means any international economic sanction administered or enforced by the United
States Government (including without limitation, OFAC), the United Nations Security Council, the
European Union, Her Majesty’s Treasury or other relevant sanctions authority.



“SDN List” has the meaning set forth in Section 11.1(g).



“Section” means a numbered section of this Agreement, unless another document is specifically
referenced.



“Secured Obligations” has the meaning set forth in the Security and Pledge Agreement.



“Securities Account” has the meaning set forth in the Security and Pledge Agreement.



“Security and Pledge Agreement” means that certain Security and Pledge Agreement, dated as of
November 3, 2016, by and among the Clearing Members party thereto, the Company and the Collateral
Agent, substantially in the form of Exhibit F, and as the same may be amended, restated,
supplemented or otherwise modified from time to time.



“Security Deposits” means the assets made available to the Clearing House by a Clearing Member
as security for its obligations to the Clearing House pursuant to CME Rule 816, CBOT Rule 816,
NYMEX Rule 816 or any other similar Rule.



“Settlement Loan” has the meaning set forth in Section 7.2.



“SIBOR Rate” means, in relation to any Loan in Singapore Dollars for any day, a rate per annum
equal to the Singapore Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 11:00am
(Singapore time) for an amount comparable to the amount of that Loan on such day for overnight
deposits and, if any such applicable rate is below zero, the SIBOR Rate for such day will be deemed
to be zero; provided, that, after the date hereof and to the extent a comparable or
successor rate is reasonably selected by the Administrative Agent (as contemplated above), such
selected rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such selected rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent.



“SIBOR Rate Loan” means a Loan that bears interest at a rate based on the SIBOR Rate. All
SIBOR Rate Loans shall be denominated in Singapore Dollars.



“Singapore Dollars” means the lawful currency of the Republic of Singapore.



“Single Employer Plan” means a Plan maintained by the Company or any member of the Controlled
Group for employees of the Company or any member of the Controlled Group.



“Sovereign Debt” means any Foreign Sovereign Debt referenced in Annex I.



“Spot Rate” for a currency means the rate determined by the Administrative Agent to be the
rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person
of such currency with another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign
exchange computation is made; provided that the Administrative Agent may obtain such spot
rate from another financial institution designated by the Administrative Agent if the Person acting
in such capacity does not have as of the date of determination a spot buying rate for any such
currency.



“Sterling” and “£” mean the lawful currency of the United Kingdom.



“STIBOR Rate” means, in relation to any Loan in Swedish Kronor for any day, a rate per annum
equal to the Stockholm Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 11:00
a.m. (Stockholm, Sweden time) for an amount comparable to the amount of that Loan on such day for
overnight deposits and, if any such applicable rate is below zero, the STIBOR Rate for such day
will be deemed to be zero; provided, that, after the date hereof and to the extent
a comparable or successor rate is reasonably selected by the Administrative Agent (as contemplated
above), such selected rate shall be applied in a manner consistent with market practice;
provided, further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such selected rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.



“STIBOR Rate Loan” means a Loan that bears interest at a rate based on the STIBOR Rate. All
STIBOR Rate Loans shall be denominated in Swedish Kronor.



“Subsidiary” means any corporation more than 50% of the outstanding voting securities of which
shall at the time be owned or controlled, directly or indirectly, by the Company or by one or more
of its Subsidiaries or by the Company and one or more of its Subsidiaries, or any similar business
organization which is so owned or controlled.



“Supermajority Banks” means Banks having more than 75% of the sum of the Aggregate Commitments
or, after the Revolving Credit Termination Date, more than 75% of the aggregate Revolving Loans
outstanding (including funded participating interests in Swingline Loans).



“Swedish Kronor” means the lawful currency of Sweden.



“Swingline Loan” has the meaning set forth in Section 2.1.



“Swiss Francs” means the lawful currency of Switzerland.



“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such
other payment system (if any) determined by the Administrative Agent to be a suitable replacement)
is open for the settlement of payments in Euro.



“Taxes” means any and all present or future taxes, levies, imposts, duties, fees, deductions,
charges or withholdings (including backup withholding) imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.



“Terminated Bank” has the meaning set forth in Section 2.12.



“Terminated Commitment” has the meaning set forth in Section 2.7(b).



“Test Draw” means an Advance made for the purpose of testing communication and draw
procedures.



“TIIE Rate” means, in relation to any Loan in Mexican Pesos for any day, the rate per annum
equal to the Interbanking Equilibrium Interest Rate (“TIIE”), or a comparable or successor
rate which rate is approved by the Administrative Agent, as published by Banco de Mexico in the
Federation’s Official Gazette (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 2:00
p.m. (Mexico City, Mexico time) for an amount comparable to the amount of that Loan on such day for
overnight deposits and, if any such applicable rate is below zero, the TIIE Rate for such day will
be deemed to be zero; provided, that, after the date hereof and to the extent a
comparable or successor rate is reasonably selected by the Administrative Agent (as contemplated
above), such selected rate shall be applied in a manner consistent with market practice;
provided, further that to the extent such market practice is not administratively
feasible for the Administrative Agent, such selected rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.



“TIIE Rate Loan” means a Loan that bears interest at a rate based on the TIIE Rate. All TIIE
Rate Loans shall be denominated in Mexican Pesos.



“Tranche A” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche A Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche A” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche A
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche A Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche A” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche A Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Tranche B” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche B Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche B” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche B
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche B Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche B” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche B Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Tranche C” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche C Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche C” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche C
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche C Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche C” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche C Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Tranche D” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche D Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche D” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche D
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche D Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche D” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche D Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Tranche E” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche E Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche E” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche E
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche E Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche E” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche E Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Tranche F” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche F Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche F” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche F
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche F Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche F” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche F Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“Tranche G” means the credit facility provided pursuant to Section 2.1 to or for the
benefit of the Company by the Banks with a Tranche G Commitment, which such facility shall consist
of Loans (and participations in Swingline Loans) in the currencies referenced under the heading
“Tranche G” on Schedule 1.1 and shall be in the maximum aggregate amount of the Tranche G
Commitments of such Banks, as adjusted from time to time pursuant to the terms hereof.



“Tranche G Commitment” means, with respect to any Bank, the commitment of such Bank to make
Loans and such Bank’s obligation to purchase participations in Swingline Loans in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite such
Bank’s name under the heading “Tranche G” on Schedule 1.1 (and in the currencies indicated
for such tranche on Schedule 1.1), or in the Assignment Agreement pursuant to which such
Bank shall have assumed its Tranche G Commitment, as applicable, as such amount may be (a) reduced
from time to time pursuant to Section 2.7; (b) reduced or increased from time to time
pursuant to assignments by or to such Bank pursuant to Section 2.12, 11.1 or
11.3(h); and (c) increased from time to time pursuant to Section 2.10.



“UCC” has the meaning set forth in the Security and Pledge Agreement.



“Unfunded Liabilities” means, (i) in the case of Single Employer Plans, the amount (if any) by
which the present value of all vested nonforfeitable benefits under such Plan exceeds the fair
market value of all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, and (ii) in the case of Multiemployer Plans, the withdrawal
liability of the Company and Subsidiaries.



“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or
both, would constitute a Default.



“US Bank” has the meaning set forth in Section 11.3(e).



“U.S. Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in
U.S. Dollars, such amount, and (b) with respect to any amount denominated in any Alternative
Currency, the equivalent amount thereof in U.S. Dollars as determined by the Administrative Agent
at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of U.S. Dollars with such Alternative Currency.



“U.S. Dollars” or “$” refers to lawful money of the United States of America.



“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56,115 Stat. 272 (2001).



“Wholly-Owned Subsidiary” means any Subsidiary all of the outstanding voting securities of
which shall at the time be owned or controlled, directly or indirectly, by the Company or one or
more Wholly-Owned Subsidiaries, or by the Company and one or more Wholly-Owned Subsidiaries, or any
similar business organization which is so owned or controlled.



“WIBOR Rate” means, in relation to any Loan in Polish Zloty for any day, a rate per annum
equal to the Warsaw Interbank Offered Rate or, if such rate is not available, a comparable or
successor rate, which rate is reasonably selected by the Administrative Agent, as published on the
applicable Bloomberg screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 11:00am
(Warsaw time) for an amount comparable to the amount of that Loan on such day for overnight
deposits and, if any such applicable rate is below zero, the WIBOR Rate for such day will be deemed
to be zero; provided, that, after the date hereof and to the extent a comparable or
successor rate is reasonably selected by the Administrative Agent (as contemplated above), such
selected rate shall be applied in a manner consistent with market practice; provided,
further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such selected rate shall be applied in a manner as otherwise reasonably
determined by the Administrative Agent.



“WIBOR Rate Loan” means a Loan that bears interest at a rate based on the WIBOR Rate. All
WIBOR Rate Loans shall be denominated in Polish Zloty.



“Withholding Agent” means the Company or the Administrative Agent.



“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to time under the
Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule.



“Yen” and “¥” mean the lawful currency of Japan.



Section 1.2 Other Definitional Provisions. All terms defined in this Agreement shall
be equally applicable to both the singular and plural forms of the defined terms. Unless the
context otherwise requires, any reference to any law, rule or regulation (including, without
limitation, any Rule) or agreement shall be construed as a reference to the same as it may from
time to time be amended, modified, supplemented or replaced. Unless the context requires
otherwise, any reference herein to any Person shall be construed to include such Person’s
successors and assigns. Notwithstanding any other provision contained herein, all computations of
amounts and ratios referred to in Section 7.7 shall be made without giving effect to any
election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting
Standard having a similar result or effect) to value any Indebtedness or other liabilities of the
Company at “fair value” as defined therein.



Section 1.3 Exchange Rates.



(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be
used for calculating U.S. Dollar Equivalent amounts of Advances denominated in Alternative
Currencies. The Administrative Agent shall communicate such calculations to the Company promptly
after such determination of the Spot Rate. Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts between the
applicable currencies until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by the Company hereunder or calculating financial covenants hereunder or
except as otherwise provided herein, the applicable amount of any currency (other than U.S.
Dollars) for purposes hereof shall be such U.S. Dollar Equivalent amount as so determined by the
Administrative Agent.



(b) Wherever in this Agreement in connection with an Advance denominated in Alternative
Currencies or prepayment thereof, an amount, such as a required minimum or multiple amount, is
expressed in U.S. Dollars, but such Advance or prepayment thereof is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of such U.S. Dollar
amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded
upward), as determined by the Administrative Agent.



Section 1.4 Collateral Valuation.



(a) The Discounted Value of the Collateral shall be monitored by, and all calculations of
“Discounted Value”, “Borrowing Base”, “Clearing Fund Borrowing Base” or “Company Borrowing Base”
contemplated by the Loan Documents shall be determined by the Collateral Agent; provided
that, in making any such determination, the Collateral Agent shall be entitled to conclusively
rely, without any independent investigation or inquiry, on any respective Custodian’s calculations
of Market Value which are provided to the Collateral Agent. The Collateral Agent shall not be
liable for any failure or delay by any Custodian to provide such calculations, so long as the
Collateral Agent has used its commercially reasonable efforts to cause such Custodian to do so, nor
shall the Collateral Agent be liable for any errors in any Custodian’s calculations. Upon the
request of the Collateral Agent, the Company shall use commercially reasonable efforts to assist
the Collateral Agent in obtaining such calculations from the applicable Custodians. In no event
shall the Collateral Agent be responsible for calculating the Market Value of the Collateral in the
possession of a Custodian if such Custodian fails or is unable to calculate and provide the
calculation of Market Value. In the event no Market Value is given by a Custodian for any
particular asset included in the Collateral, the Discounted Value of such asset shall be deemed to
be zero. The Administrative Agent shall be entitled to conclusively rely, without any independent
investigation or inquiry, on any such calculations made by the Collateral Agent which are provided
to the Administrative Agent.



(b) On each Borrowing Date, the Collateral Agent shall determine the Market Value of the
Collateral securing the Loans to be made on such date in accordance with Section 1.4(a).
On each subsequent Business Day on which there is an outstanding Advance, the Collateral Agent
shall (i) to the extent any such Advance is a Company Pool Loan, determine the Company Borrowing
Base on and as of such date in accordance with its usual and customary practices and (ii) to the
extent any such Advance is a Clearing Fund Pool Loan, determine the applicable Clearing Fund
Borrowing Base on and as of such date in accordance with its usual and customary practices, and, in
each case, shall promptly (and in any event on or before 12:00 noon (New York time on such day))
advise and notify (which may be by telephone, provided that written confirmation thereof shall
promptly follow) the Company and the Administrative Agent of each such determination.



Section 1.5 Change of Currency. Each obligation of the Company to make a payment
denominated in the national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of
such adoption. If, in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual of interest in
respect of the Euro, such expressed basis shall be replaced by such convention or practice with
effect from the date on which such member state adopts the Euro as its lawful currency. Each
provision of this Agreement shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the
Euro by any member state of the European Union and any relevant market conventions or practices
relating to the Euro. Each provision of this Agreement also shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time reasonably determine to
be appropriate to reflect a change in currency of any other country and any relevant market
conventions or practices relating to the change in currency. The Administrative Agent shall
promptly advise the Company of any changes of construction pursuant to the preceding two sentences
hereof.



ARTICLE II




THE CREDIT




Section 2.1 Revolving Credit Loans.



(a) Through and including the Revolving Credit Termination Date, (i) each Bank with an
Applicable Tranche Commitment under an Applicable Tranche severally agrees, on the terms and
conditions set forth in this Agreement, to make revolving loans under such Applicable Tranche
(“Revolving Loans”) to the Company from time to time in amounts not to exceed in the aggregate for
each such Applicable Tranche at any one time outstanding, the amount of its Applicable Tranche
Commitment under such Applicable Tranche and (ii) each Applicable Tranche Swingline Bank severally
may, in its sole discretion and on the terms and conditions set forth in this Agreement, make
swingline loans under any Applicable Tranche (“Swingline Loans”) to the Company from time to time
and in such amounts as such Applicable Tranche Swingline Bank shall determine at the time of each
request by the Company for a Swingline Loan; provided, however, that no Revolving
Loans or Swingline Loans shall be made if, after giving effect thereto, (A) the aggregate
outstanding principal of all Loans would exceed the Aggregate Commitments, (B) the aggregate
outstanding principal of all Applicable Tranche Revolving Loans with respect to any Applicable
Tranche would exceed the Aggregate Applicable Tranche Commitment for such Applicable Tranche, (C)
the aggregate outstanding principal amount of all Revolving Loans in an Alternative Currency would
exceed the Applicable Alternative Currency Sublimit, (D) the aggregate outstanding principal of the
Clearing Fund Pool Loans for any applicable Clearing Business after giving effect to any
redesignation pursuant to Section 2.13 would exceed the Clearing Fund Borrowing Base
therefor or (E) the aggregate outstanding principal of all Company Pool Loans after giving effect
to any redesignation pursuant to Section 2.13 would exceed the Company Borrowing Base.
Subject to the terms of this Agreement, the Company may borrow, repay and reborrow Revolving Loans
and Swingline Loans at any time up to the Revolving Credit Termination Date. For the avoidance of
doubt, (x) a Clearing Fund Pool Loan and a Company Pool Loan can be a Revolving Loan or a Swingline
Loan, subject to the terms and conditions set forth in the Loan Documents and (y) the provision of
Swingline Loans by any Applicable Tranche Swingline Bank under an Applicable Tranche shall be in
addition to, and shall not relieve such Bank from its obligation to make Revolving Loans under such
Applicable Tranche ratably in proportion to the amount of its Applicable Tranche Commitment. The
obligations of any Bank to make Revolving Loans hereunder shall cease at 5:01 p.m. (New York City
time) on the Revolving Credit Termination Date. For the avoidance of doubt, (i) no Bank shall have
any obligation to become an Applicable Tranche Swingline Bank and make Swingline Loans, (ii) any
determination by an Applicable Tranche Swingline Bank to make a specific Swingline Loan shall not
obligate the same Applicable Tranche Swingline Bank to make any other Swingline Loan and (iii) the
Company’s ability to request such Swingline Loans shall cease at 5:01 p.m. (New York City time) on
the Revolving Credit Termination Date. Notwithstanding anything to the contrary contained herein,
any Bank (“Affiliate Funding Bank”) may at its option elect to fund any loan through any foreign or
domestic branch of such Bank or such Affiliate (“Funding Affiliate”) of such Bank. Each party
hereto hereby agrees that (i) neither the grant to any Funding Affiliate nor the exercise of any
Funding Affiliate of such option shall increase the costs or expenses or otherwise increase or
change the obligation of the Company under this Agreement or any of the other Loan Documents, (ii)
no Funding Affiliate shall be liable for any indemnity or similar payment obligation under this
Agreement for which an Affiliate Funding Bank would be liable, (iii) the Affiliate Funding Bank’s
obligations under this Agreement to the other parties to this Agreement shall remain unchanged,
(iv) the Affiliate Funding Bank shall remain solely responsible for the performance under this
Agreement, (v) the Company and each Agent shall continue to deal solely and directly with such
Affiliate Funding Bank in connection with the Affiliate Funding Bank’s rights and obligations under
this Agreement (it being acknowledged that the Administrative Agent will forward Bank Notices
regarding borrowings of Alternative Currencies directly to Funding Affiliates specifically
identified for receipt of such notices in the respective Affiliate Funding Bank’s Administrative
Questionnaire) and (vi) the Affiliate Funding Bank shall for all purposes, retain the sole right to
enforce this Agreement and to approve any amendment, waiver or other modification of any provision
of any Loan Document. The making of a Revolving Loan or a Swingline Loan under any Applicable
Tranche by a Funding Affiliate hereunder shall utilize the Applicable Tranche Commitment of such
Affiliate Funding Bank to the same extent, and as if, such Loan were made by such Affiliate Funding
Bank.



(b) With respect to any Advance requested hereunder to be made in any particular currency (the
“Specified Currency”) at any time, (x) in the event there are no other outstanding Advances at such
time or the only outstandings at such time are in the Specified Currency, the Company shall
allocate such Advance across all Applicable Tranches which contain such currency on a pro rata
basis based on the amount of Loans available to be made in such currency under each such Applicable
Tranche and (y) in the event there are outstanding Advances in currencies other than the Specified
Currency at such time, the Company shall use commercially reasonable efforts to the extent
practicable (taking into account the minimum denominations required for Advances and the Company’s
need for Loans in Alternative Currencies) to allocate Advances hereunder such that, after giving
pro forma effect to each such Advance and any payments thereof, the percentage of unused Applicable
Tranche Commitments under each Applicable Tranche relative to the Aggregate Applicable Tranche
Commitments are approximately equal; provided that, the failure to maintain such
approximately equal percentages referenced in this clause (y) shall not be a Default or an
Unmatured Default hereunder.



Section 2.2 Ratable Loans. Each Advance under an Applicable Tranche shall consist of
Revolving Loans made from the several Applicable Banks who have Applicable Tranche Commitments
under such Applicable Tranche, ratably in proportion to the amounts of their respective Applicable
Tranche Commitments on the date of such Advance, or of Swingline Loans made from the Applicable
Tranche Swingline Banks agreeing to make any specific Applicable Tranche Swingline Loans.



Section 2.3 Repayment of Advances.



(a) Each Advance under an Applicable Tranche and accrued and unpaid interest thereon shall be
due and payable to the Administrative Agent for the account of each Applicable Bank making such
Advance thirty (30) days after such Advance is made or, if earlier, the Revolving Credit
Termination Date (any such date, a “Loan Maturity Date”), except in the case of a Test Draw which
shall be repaid pursuant to the provisions of Section 7.2 hereof and except as provided in
Section 2.4.



(b) Each then outstanding Advance and accrued and unpaid interest thereon shall be due and
payable on the Revolving Credit Termination Date.



Section 2.4 Reborrowing of Advances. No Applicable Tranche Revolving Loan may be made
hereunder to repay any Advance under any Applicable Tranche without the consent of (a) the Required
Applicable Banks under the Applicable Tranche from which such Revolving Loan is made and (b) the
Required Applicable Banks under the Applicable Tranche to which the repayment is to be made, except
that Revolving Loans under an Applicable Tranche may be made to repay any outstanding Swingline
Loan under such Applicable Tranche (in which case such Revolving Loans and accrued and unpaid
interest thereon shall be due and payable to the Administrative Agent on the original Loan Maturity
Date of such Swingline Loan).



Section 2.5 Optional Principal Payments. Provided that the Company give the
Administrative Agent notice of any prepayment, which notice shall be in a form acceptable to the
Administrative Agent and shall be delivered no later than the Prepayment Notice Deadline, the
Company may prepay, without premium or penalty, all or a portion of any outstanding Advance under
any Applicable Tranche at any time on any Business Day; provided further, that
interest shall accrue on such amount being prepaid until the next Business Day if such payment is
received after the Applicable Prepayment Time on the date of payment. Repayment of principal
pursuant to this Section 2.5 shall be accompanied by accrued and unpaid interest thereon.



Section 2.6 Mandatory Principal Payments. On any day on which the aggregate
outstanding principal of the Clearing Fund Pool Loans for any applicable Clearing Business exceeds
the Clearing Fund Borrowing Base therefor (as determined pursuant to Section 1.4 after
giving effect to any redesignation pursuant to Section 2.13), the Company shall immediately
repay Loans in the amount of such excess or pledge to the Collateral Agent, for the benefit of the
Banks, additional Collateral in the applicable Clearing Fund Collateral Pool under the Collateral
Documents as necessary to cure such deficiency, without the necessity of any notice or demand.



(b) On any day on which the aggregate outstanding principal of the Company Pool Loans exceeds
the Company Borrowing Base (as determined pursuant to Section 1.4 after giving effect to
any redesignation pursuant to Section 2.13), the Company shall immediately repay Loans in
the amount of such excess or pledge to the Collateral Agent, for the benefit of the Banks,
additional Collateral in the Company Collateral Pool under the Collateral Documents as necessary to
cure such deficiency, without the necessity of any notice or demand.



(c) On any day on which the aggregate outstanding principal of the Clearing Fund Pool Loans
and the Company Pool Loans, taken together, exceeds the Aggregate Commitments, the Company shall
repay Loans in the amount of such excess without the necessity of any notice or demand.



(d) On any Revaluation Date which is a Business Day on which the U.S. Dollar Equivalent of the
aggregate outstanding principal amount of Loans under any Applicable Tranche exceeds the Aggregate
Applicable Tranche Commitments then in effect, then, the Company shall repay Revolving Loans under
such Applicable Tranche and/or Swingline Loans under such Applicable Tranche, as the Company shall
select, in the amount of such excess by (i) 5:45 p.m. (New York City time) on the Business Day the
Company receives written notice of such excess from the Administrative Agent (the “Excess Notice
Date”) if the Company receives notice from the Administrative Agent by 2:00 p.m. (New York City
time) on such Excess Notice Date or (ii) on the next Business Day, prior to 11:00 a.m. (New York
City time) after the Company receives notice of such excess if the Company receives notices from
the Administrative Agent after 2:00 p.m. (New York City time) on such Excess Notice Date.



(e) On any Business Day after giving effect to any requested Loan or on any Business Day when
Loans are outstanding, on which the aggregate Borrowing Base (including each Clearing Fund
Borrowing Base and the Company Borrowing Base) or the Aggregate Commitments is less than the sum of
(i) 100% of the aggregate principal amount of outstanding Loans denominated in U.S. Dollars of such
day and (2) 105% of the U.S. Dollar Equivalent of the aggregate principal amount of outstanding
Loans denominated in Alternative Currencies as of such day, then, the Company shall, upon written
notice from the Administrative Agent, pledge additional Collateral or prepay Loans in any
Applicable Tranche at the option of the Company (or do any combination of the foregoing) as
necessary to cure such deficiency (or in the event of any such requested Loan, instruct the
Administrative Agent to return the proceeds of the requested Loan to the applicable Banks or, in
the event such pledge of such additional Collateral is made as of such Business Day, hold such
funds in the Administrative Agent’s Office until the time of such pledge).



Repayment of any such excess amount shall be applied first, to prepay outstanding Swingline
Loans in the Applicable Tranche selected by the Company, and second, to prepay outstanding
Revolving Loans in the Applicable Tranche selected by the Company (in accordance with the
applicable Collateral Pools), in each case in the direct order of their respective maturities and
shall be accompanied by accrued and unpaid interest thereon.



Section 2.7 Adjustments of Commitments.



(a) Adjustments by the Company. The Company may permanently reduce the Aggregate
Applicable Tranche Commitments under any Applicable Tranche, in whole or in part ratably among the
Applicable Banks, in proportion to the amounts of their respective Applicable Tranche Commitments
at any time upon written notice to the Administrative Agent; provided, however,
that, (i) subject to Sections 2.7(b) or 2.12, the amount of the Aggregate
Applicable Tranche Commitments may not be reduced below the outstanding principal amount of the
Advance(s) under such Applicable Tranche, and (ii) a notice of termination of any Aggregate
Applicable Tranche Commitments delivered by the Company may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may be revoked by the
Company (by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. The Company may also, with the consent of the Administrative Agent
(such consent not to be unreasonably withheld), request that any Bank under an Applicable Tranche
(x) convert all or a part of such Bank’s Applicable Tranche Commitments under such Applicable
Tranche into Applicable Tranche Commitments under (1) a different then existing Applicable Tranche
or (2) a new Additional Applicable Tranche requested by the Company or (y) provide for additional
currencies under such Applicable Tranche (provided that in the event any requested currency in such
Applicable Tranche or Additional Applicable Tranche, as the case may be, is not U.S. Dollars, such
currency is a lawful currency that is readily available and freely transferable and convertible
into U.S. Dollars), so long as, in any case, there are no outstanding Loans under either impacted
Applicable Tranche or Additional Applicable Tranche at the time of such conversion. Each Bank shall
notify the Company within five (5) Business Days of receipt of the Company’s request, in writing,
if and by what amount such Bank is willing, in its sole discretion, to so convert its Applicable
Tranche Commitments or add additional currencies under an Applicable Tranche. Notwithstanding the
foregoing, anything else provided herein or otherwise, if any Bank shall fail to notify the Company
within such five (5) Business Day period, such Bank shall be deemed to have declined such requested
conversion or addition. In the case of any Additional Applicable Tranche or additional currencies
under an Applicable Tranche, the Administrative Agent shall notify the Company and the Banks of any
such Additional Applicable Tranche or additional currencies approved as contemplated hereby and,
the Applicable Reference Rate, Applicable AA Funds Delivery Deadline, Applicable Alternative
Currency Sublimit, Applicable Bank Funding Deadline, Applicable Borrower Notice Deadline and
Applicable Payment Time, which such provisions shall be, in each case, (subject to the consent of
the Company and those Banks who have agreed to convert commitments into such Additional Applicable
Tranche or add additional currencies) and the currencies to be provided thereunder (any such
notice, as “Additional Tranche/Currency Confirmation”) which such Additional Tranche/Currency
Confirmation shall be deemed to modify Annex II with such additional information as applicable.



(b) Adjustments by Banks for Accelerated Termination. If any Applicable Tranche
Commitment of a Bank hereunder is terminated pursuant to Section 2.12, the Company shall
immediately notify the Administrative Agent in writing of such termination (“Accelerated
Termination Notice”) and shall state the amount of such terminating Bank’s Applicable Tranche
Commitment so terminated (“Terminated Commitment”) in the Accelerated Termination Notice. The
Administrative Agent shall promptly provide a copy of the Accelerated Termination Notice to each
remaining Bank (each a “Non-Terminating Bank”). Each Non-Terminating Bank shall notify the
Company, in writing, on or before the second Business Day after the date the Accelerated
Termination Notice is received by such Non-Terminating Bank, if and by what amount such Bank is
willing in its sole discretion to increase its Applicable Tranche Commitment (in the case such Bank
has an Applicable Tranche Commitment under the Impacted Tranche at such time) or provide for such
Applicable Tranche Commitment (in the case such Bank does not already have an Applicable Tranche
Commitment under the Impacted Tranche at such time) (as applicable), which amount shall be equal to
all or some portion of the Terminated Commitment (each, a “2.7(b) Notice”). Any Non-Terminating
Bank that fails to so notify the Company on or before such second Business Day shall be deemed to
have declined to increase or provide any such Applicable Tranche Commitment. If offers to increase
or provide any such Applicable Tranche Commitments are made by two or more Non-Terminating Banks in
an aggregate amount greater than the aggregate amount of the Terminated Commitment, such
Non-Terminating Banks and the Company hereby agree that such offers shall be allocated as nearly as
possible in proportion to the aggregate amount of such offers, so that the aggregate amount thereof
will not exceed the amount of the Terminated Commitment. On or before the third Business Day after
the date of the Accelerated Termination Notice, the Company shall notify Administrative Agent and
each Non-Terminating Bank of the amount, if any, by which each such Non-Terminating Bank’s
Commitment has been increased or provided, which amount shall not exceed the amount of such
Non-Terminating Bank’s offer to increase or provide such Applicable Tranche Commitment in such
Bank’s 2.7(b) Notice. All increases or provisions of Applicable Tranche Commitments by the Banks
under this Section 2.7(b) shall become effective on the terminating Bank’s Accelerated
Termination Date or on such later date on which the Company shall notify Administrative Agent and
each Non-Terminating Bank of the amount, if any, by which each such Non-Terminating Bank’s
Applicable Tranche Commitment has been increased or provided in accordance with this Section
2.7(b) (“2.7(b) Effective Date”). The Company shall promptly upon request deliver to each
Non-Terminating Bank whose Applicable Tranche Commitment has been increased or provided pursuant to
this Section 2.7(b) a new Note reflecting (if requested by such Non-Terminating Bank) such
Non-Terminating Bank’s new Applicable Tranche Commitment. Each such Bank whose Applicable Tranche
Commitment is terminated as contemplated hereby shall promptly, after repayment to such Bank of all
Obligations (other than contingent obligations for which no claim has been made) owing to such Bank
on the 2.7(b) Effective Date, return to the Company such Bank’s superseded Note(s), as applicable.
Each such Non-Terminating Bank shall make available to the Administrative Agent such amounts with
respect to the Applicable Tranche affected by the termination contemplated by this Section in
immediately available funds as the Administrative Agent shall determine, for the benefit of the
other applicable Banks in the respective Applicable Tranche, as being required in order to cause,
after giving effect to such commitment increase, the outstanding Loans (and risk participations in
outstanding Swingline Loans) in the respective Applicable Tranche to be held ratably by all
Applicable Banks in the respective Applicable Tranche in accordance with their respective
Applicable Percentages (as revised by such increase) and the Company shall be deemed to have
prepaid and reborrowed the outstanding applicable Loans in the respective Applicable Tranche as of
the 2.7(b) Effective Date to the extent necessary to keep the outstanding Loans in the respective
Applicable Tranche ratable with any revised Applicable Percentages arising from any nonratable
increase in the Applicable Tranche Commitments contemplated hereby.



Section 2.8 Fees.



(a) From the date hereof to but excluding the Revolving Credit Termination Date, the Company
agrees to pay to the Administrative Agent for the ratable account of the Banks in each Applicable
Tranche a commitment fee of 10/100 of 1% per annum (on the basis of a year consisting of 360 days
and for actual days elapsed) on the daily amount of the excess of (i) the amount of the Aggregate
Applicable Tranche Commitments under each such Applicable Tranche over (ii) the aggregate principal
amount of all outstanding Loans (excluding any Swingline Loans, provided that in the event the
participating interests in all Applicable Tranche Swingline Loans outstanding on such date have
been fully funded in accordance with Section 2.14(a), the Applicable Tranche Swingline
Exposure of each Applicable Bank under each such Applicable Tranche shall not be excluded from such
aggregate principal amount or, in the event that such participating interests are not fully funded,
only the participating interests acquired and so partially funded by such Bank in accordance with
Section 2.14(a) in respect of any such outstanding Applicable Tranche Swingline Loans shall
not be excluded from such aggregate principal amount), payable in arrears on the last day of each
fiscal quarter of the Company hereafter and on the Revolving Credit Termination Date, commencing on
the first of such dates to occur after the date hereof.



(b) The Company agrees to pay to the Administrative Agent for the ratable account of the Banks
the fees in the amounts and at the times set forth on Schedule 2.8.



(c) The Company agrees to pay to the Administrative Agent and the Collateral Agent, for each
of their respective accounts, fees payable in the amounts and at the times separately agreed upon
by the Company.



(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or the Collateral Agent, in the case of such fees payable to the
Collateral Agent). The Administrative Agent shall distribute any such payments received by it for
the account of the Banks to the Banks in accordance with their respective pro rata shares thereof.



Section 2.9 Collateral.



(a) The Obligations of the Company under this Agreement, the Loans and all other Loan
Documents shall be secured, in each case, by the applicable Collateral Pool, in accordance with the
Collateral Documents.



(b) The Company may at any time (including after a Notice of Exclusive Control has been
delivered) direct the Collateral Agent, in writing, to permit (and upon such direction, which shall
be deemed a certification by the Company that such withdrawal, transfer or replacement is not
prohibited hereunder, the Collateral Agent shall permit) the replacement of any Clearing Member
Security or Company Security credited to any Collateral Account, or any Money Fund Share subject to
the Lien of the Collateral Agent pursuant to the Security and Pledge Agreement or any Gold Bullion
subject to the Lien of the Collateral Agent pursuant to any Bullion Security Agreement, as the case
may be, with replacement collateral of a type described in CME Rule 816 or CME Rule 820, CBOT Rule
816 or CBOT Rule 820 or NYMEX Rule 816 or NYMEX Rule 820 or any other similar Rule (and otherwise
qualifying as Eligible Assets), or withdraw or transfer any Clearing Member Security or Company
Security credited to any Collateral Account, or any Money Fund Share subject to the Lien of the
Collateral Agent pursuant to the Security and Pledge Agreement or any Gold Bullion subject to the
Lien of the Collateral Agent pursuant to any Bullion Security Agreement; provided that:




(i) at any time when there are one or more outstanding Advances, after giving effect to
any such replacement, transfer or withdrawal, (x) if such replacement, transfer or
withdrawal is in respect of Clearing Member Security, Company Security or Money Fund Shares
in any Clearing Fund Collateral Pool, the aggregate principal amount of all the applicable
remaining Clearing Fund Pool Loans outstanding as of the date of such replacement, transfer
or withdrawal (after giving effect to any concurrent redesignation pursuant to Section
2.13) shall not exceed the applicable Clearing Fund Borrowing Base as of the date of
such replacement, transfer or withdrawal (as determined by the Company and confirmed to the
Company by the Collateral Agent (with the Collateral Agent’s determination controlling in
the event of any discrepancy)) and (y) if such replacement, transfer or withdrawal is in
respect of Company Security in the Company Collateral Pool, the aggregate principal amount
of all remaining Company Pool Loans (together with, if the Clearing Fund Pool Loans related
to any Clearing Business then exceed the Clearing Fund Borrowing Base for such Clearing
Business, such excess Clearing Fund Pool Loans and any other such excess Clearing Fund Pool
Loans for any other Clearing Business) outstanding as of the date of such replacement,
transfer or withdrawal (after giving effect to any concurrent redesignation pursuant to
Section 2.13) shall not exceed the Company Borrowing Base as of the date of such
replacement, transfer or withdrawal (as determined by the Company and, confirmed to the
Company by the Collateral Agent (with the Collateral Agent’s determination controlling in
the event of any discrepancy);




(ii) at any time when (and in addition to any restrictions set forth in clause (i)
above) there are one or more outstanding Advances and either (1) a Default shall have
occurred and be continuing at such time or (2) an Unmatured Default in respect of
Section 8.2 shall have occurred and be continuing at such time, the Company shall
not be permitted to withdraw, transfer or replace any of the specified assets (other than
Guaranty Fund Assets) identified in any Collateral Notice as Collateral associated with any
Advance outstanding at such time;




(iii) at any time when there are no outstanding Advances, the Company shall be
permitted to withdraw, transfer or replace any Collateral; and




(iv) at any time when (and in addition to any restrictions set forth in clause (i)
above) there are one or more outstanding Advances and either a Default in respect of
Section 8.2 or an Unmatured Default in respect of Section 8.2 shall have
occurred and be continuing, the Company shall not be permitted to withdraw, transfer or
replace any Guaranty Fund Assets identified in any Collateral Notice as Collateral
associated with any Advance outstanding at such time.



(c) The Company may at any time (including after a Notice of Exclusive Control has been
delivered) direct the Collateral Agent to cause any Custodian (or its transfer or servicing agent)
having custody over a Collateral Account, any Clearing Member Securities Account, any Company
Securities Account, any Bullion Account Bank or any Money Fund Issuer or its transfer or servicing
agent, as the case may be, in writing, to liquidate (and the applicable Custodian or any of their
transfer or servicing agents, as the case may be, shall liquidate in market-based transactions as
directed, in writing, by the Company) any Clearing Member Security or Company Security credited to
any Collateral Account, any Clearing Member Securities Account or any Company Securities Account,
or any Money Fund Shares subject to the Lien of the Collateral Agent pursuant to the Security and
Pledge Agreement, or any Gold Bullion subject to the Lien of the Collateral Agent pursuant to any
Bullion Security Agreement, as the case may be, and apply the proceeds thereof and any other
amounts credited to any Collateral Account, or credited in respect of such Money Fund Shares to
repay any outstanding Loans in the Applicable Tranche; provided that:




(i) (x) if such liquidation and repayment is in respect of Clearing Member Security,
Company Security or Money Fund Shares in any Clearing Fund Collateral Pool, the aggregate
principal amount of the remaining applicable Clearing Fund Pool Loans outstanding (after
giving effect to any concurrent redesignation pursuant to Section 2.13) shall not
exceed the applicable Clearing Fund Borrowing Base as of the date of such liquidation
(provided that if the Administrative Agent determines that the remaining
applicable Clearing Fund Pool Loans outstanding (after giving effect to any concurrent
redesignation pursuant to Section 2.13) exceed the applicable Clearing Fund
Borrowing Base, the Company shall make a prepayment or pledge additional Collateral pursuant
to Section 2.6(a) to the extent necessary to cure any such deficiency) and (y) if
such liquidation and repayment is in respect of Company Security in the Company Collateral
Pool, the aggregate principal amount of all remaining Company Pool Loans (together with, if
the Clearing Fund Pool Loans related to any Clearing Business then exceed the Clearing Fund
Borrowing Base for such Clearing Business, such excess Clearing Fund Pool Loans and any
other such excess Clearing Fund Pool Loans for any other Clearing Business) outstanding
(after giving effect to any concurrent redesignation pursuant to Section 2.13) shall
not exceed the Company Borrowing Base as of the date of such liquidation (provided
that if the Administrative Agent determines that the remaining Company Pool Loans
(together with, if the Clearing Fund Pool Loans related to any Clearing Business then exceed
the Clearing Fund Borrowing Base for such Clearing Business, such excess Clearing Fund Pool
Loans and any other such excess Clearing Fund Pool Loans for any other Clearing Business)
outstanding (after giving effect to any concurrent redesignation pursuant to Section
2.13) exceed the Company Borrowing Base, the Company shall make a prepayment or pledge
additional Collateral pursuant to Section 2.6(b) to the extent necessary to cure any
such deficiency) (unless, in either case, the Administrative Agent otherwise determines
that any such liquidation is in the best interests of the Banks, after giving effect to any
such liquidation and the repayment of Loans in the Applicable Tranche as directed by the
Company pursuant thereto, in which case any such liquidation shall be permitted
notwithstanding anything to the contrary in this clause (i));




(ii) the Company shall reimburse the Collateral Agent and any Custodian or any of their
transfer or servicing agents, as the case may be, for any and all reasonable costs, internal
charges and out-of-pocket expenses paid or incurred by such Person in connection with any
such liquidation;




(iii) at any time when there are one or more outstanding Advances and either (1) a
Default shall have occurred and be continuing at such time or (2) an Unmatured Default in
respect of Section 8.2 shall have occurred and be continuing at such time, the
Company shall not liquidate any of the specified assets (other than Guaranty Fund Assets)
identified in any Collateral Notice as Collateral associated with any Advance that is
outstanding at any time while such Default or Unmatured Default exists (unless the
Administrative Agent otherwise determines that any such liquidation is in the best interests
of the Banks after giving effect to any such liquidation and the application of the proceeds
thereof to repay Loans in the Applicable Tranche, in which case any such liquidation shall
be permitted notwithstanding anything to the contrary in this clause (iii)); and




(iv) at any time when there are one or more outstanding Advances and either a Default
in respect of Section 8.2 or an Unmatured Default in respect of Section 8.2
shall have occurred and be continuing, the Company shall not liquidate any Guaranty Fund
Assets identified in any Collateral Notice as Collateral associated with any Advance
outstanding at such time (unless the Administrative Agent otherwise determines that any such
liquidation is in the best interests of the Banks after giving effect to any such
liquidation and the application of the proceeds thereof to repay Loans in the Applicable
Tranche, in which case any such liquidation shall be permitted notwithstanding anything to
the contrary in this clause (iv)).



(d) For ease of administration, when the Company is including Sovereign Debt in any Collateral
Pool, the Administrative Agent may require the Company to, or may itself, designate a specific
aggregate principal amount of the Loans in the Applicable Tranche to be secured by such Collateral
Pool as being deemed for purposes of this Section 2.9(d) to be notionally allocated to such
Sovereign Debt (and not to the other Eligible Assets in such Collateral Pool), in either case by
giving notice thereof to the Company and the Collateral Agent. Upon such designation becoming
effective (but subject to any redesignation as contemplated below), the remaining aggregate
principal amount of the Loans to be secured by such Collateral Pool shall be deemed for purposes of
this Section 2.9(d) to be notionally allocated only to the other Eligible Assets in such
Collateral Pool. While such designation is in effect (but subject to any such redesignation as
contemplated below), the provisions of Section 2.6(a) or (b), as the case may be,
the other paragraphs of this Section 2.9, Section 1.4 and Section 2.13
shall be read as though such Collateral Pool were two separate Collateral Pools, one including only
such Sovereign Debt and the other including only such other Eligible Assets. At any time after
such designation becomes effective, the Company or the Administrative Agent may redesignate, by
notice to the other and the Collateral Agent, all or any part of the aggregate principal amount of
the Loans notionally allocated to such Sovereign Debt as being allocated to such other Eligible
Assets, or vice versa, provided that after giving effect to such redesignation no prepayment would
be required under Section 2.6(a) or (b) as read as contemplated above on account of
the aggregate principal amount of such Loans notionally allocated to either such Sovereign Debt or
such other Eligible Assets. Notwithstanding the foregoing, all of the Loans relating to such
Collateral Pool shall be secured by all of the Eligible Assets (including such Sovereign Debt) in
such Collateral Pool at all times.



(e) Upon any replacement, liquidation, transfer or withdrawal of any Clearing Member Security,
Company Security, Gold Bullion or Money Fund Shares in accordance with the Collateral Documents and
pursuant to subsection (b) or (c) above (other than a transfer of any such assets
to a securities account or other account that is subject to the Lien of the Collateral Agent
pursuant to the Loan Documents which has attached), the Lien of the Collateral Agent on the
replaced, liquidated, transferred or withdrawn Clearing Member Security, Company Security or Money
Fund Shares, as applicable, shall be deemed released without further consent of the Collateral
Agent or any Bank.



(f) For the avoidance of doubt, at any time when there are no outstanding Advances, the
Company shall be permitted to withdraw, transfer or replace any Collateral.



(g) Any right of the Company to withdraw, replace, transfer or liquidate any Collateral
pursuant to this Section 2.9 shall apply to the extent any such Collateral has not been
previously sold or liquidated by the Collateral Agent, or accepted by the Collateral Agent in full
or partial satisfaction of any Obligations in accordance with the Section 9-620 of the UCC.



Section 2.10 Commitment Increase Option.



(a) The Company may, at its option and without the consent of the Banks, at any time after the
Closing Date and from time to time thereafter, seek to increase the Aggregate Commitments by up to
an aggregate amount of $3,000,000,000 for all such increases (resulting in maximum Aggregate
Commitments of $10,000,000,000) upon written notice to the Administrative Agent and the Collateral
Agent, which notice shall specify the amount of any such increase, the requested Applicable
Tranche(s) to be increased and the amount of each such increase within such Applicable Tranche and
shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing.
The Company may, in its sole discretion, offer the increase in the Aggregate Commitments to
existing Banks or to other lenders or entities reasonably acceptable to the Administrative Agent
and the Company, and such requested increase may be with respect to any Applicable Tranche(s). No
increase in the Aggregate Commitments shall become effective until the existing or new Banks
extending a new or increased Applicable Tranche Commitment amount (which such increase shall be
determined by each such existing or new Bank in its sole discretion) and the Company shall have
delivered to the Administrative Agent a document reasonably satisfactory to the Administrative
Agent and the Company pursuant to which any such existing Bank states the amount of its Applicable
Tranche Commitment increase (as the case may be), any such new Bank (or new Applicable Bank) states
its aggregate Applicable Tranche Commitment amount and agrees to assume and accept the obligations
and rights of a Bank hereunder (or under the Applicable Tranche, as the case may be) and the
Company accepts such new or increased Applicable Tranche Commitments. The Banks (new or existing)
accepting new or increased Applicable Tranche Commitments shall accept an assignment from the
existing Banks, and the existing Banks shall make an assignment to the new or existing Banks
accepting a new or increased Applicable Tranche Commitment (as the case may be), of a direct
interest in each then outstanding Advance under the Applicable Tranche, as applicable, such that,
after giving effect thereto, all credit exposure under each Applicable Tranche is held ratably by
the Applicable Banks in proportion to their respective Applicable Tranche Commitments. Assignments
pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus
accrued and unpaid interest and accrued and unpaid facility fees. Any such increase of the
Aggregate Commitments, respectively shall be subject to receipt by the Administrative Agent from
the Company of such supplemental opinions, resolutions, certificates and other documents as the
Administrative Agent may reasonably request (including certification that the representations and
warranties contained in Article VI are true and correct in all material respects as of such
applicable date, except for representations and warranties that relate to a specific date, in which
case such representations and warranties shall be true and correct in all material respects as of
such date).



(b) In addition to the foregoing, to the extent that the Company has reduced the Aggregate
Commitments with respect to any or all of the Banks (including pursuant to Section 2.12),
the Company may, from time to time, increase any portion of any such Bank’s respective Applicable
Tranche Commitment with respect to an Applicable Tranche, with such Bank’s consent in its sole
discretion, in an amount up to the amount so reduced, provided that each such Bank shall
accept an assignment from the existing Banks, and the existing Banks shall make an assignment to
each such Bank of a direct interest in each then outstanding Advance under such Applicable Tranche,
such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Banks
in proportion to their respective Applicable Tranche Commitments. The documents evidencing any
such increase in the Aggregate Commitments shall be in a form reasonably acceptable to the Company
and the Administrative Agent.



Section 2.11 Defaulting Banks.



(a) Adjustments. Notwithstanding anything to the contrary contained in this
Agreement, if any Bank becomes a Defaulting Bank, then, until such time as that Bank is no longer a
Defaulting Bank, to the extent permitted by applicable law:




(i) Waivers and Amendments. That Defaulting Bank’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 9.2.




(ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by any Agent for the account of that Defaulting Bank (whether
voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and
including any amounts made available to any Agent by that Defaulting Bank pursuant to
Section 12.1), shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by that
Defaulting Bank to any Agent hereunder on a pro rata basis; second, to the payment on a pro
rata basis of any amounts owing by that Defaulting Bank to each Applicable Tranche Swingline
Bank hereunder; third, as the Company may request (so long as no Default or Unmatured
Default exists), to the funding of any Loan in respect of which that Defaulting Bank has
failed to fund its portion thereof as required by this Agreement (such unfunded amounts to
be determined by the Administrative Agent, in consultation with the Company); fourth, if so
determined by the Administrative Agent and the Company, to be held in an interest bearing
account and released in order to satisfy obligations of that Defaulting Bank to fund Loans
under this Agreement; fifth, in the case of a Defaulting Bank under any Applicable Tranche,
to the payment of any amounts owing to the other Banks under such Applicable Tranche
(including the Applicable Tranche Swingline Banks) as a result of any judgment of a court of
competent jurisdiction obtained by any Bank under such Applicable Tranche (including the
Applicable Tranche Swingline Banks) against that Defaulting Bank as a result of that
Defaulting Bank’s breach of its obligations under this Agreement with respect to such
Applicable Tranche; sixth, to the payment of any amounts owing to the Company as a result
of any judgment of a court of competent jurisdiction obtained by the Company against that
Defaulting Bank as a result of that Defaulting Bank’s breach of its obligations under this
Agreement; and seventh, to that Defaulting Bank or as otherwise directed by a court of
competent jurisdiction; provided that if (A) such payment is a payment of the
principal amount of any Loans under any Applicable Tranche in respect of which that
Defaulting Bank has not fully funded its appropriate share and (B) such Loans were made at a
time when the conditions set forth in Section 5.2 were satisfied or waived, such
payment shall be applied solely to pay the Loans of all non-Defaulting Banks under each such
Applicable Tranche on a pro rata basis (and ratably among all such Applicable Tranches
computed in accordance with the Defaulting Banks’ respective funding deficiencies) prior to
being applied to the payment of any Loans of that Defaulting Bank under the Applicable
Tranche. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank
that are applied (or held) to pay amounts owed by a Defaulting Bank pursuant to this
Section 2.11(a)(ii) shall be deemed paid to and redirected by that Defaulting Bank,
and each Bank irrevocably consents hereto.




(iii) Certain Fees. That Defaulting Bank shall not be entitled to receive any
commitment fee pursuant to Section 2.8 for any period during which that Bank is a
Defaulting Bank (and the Company shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Bank).




(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure.
During any period in which there is a Defaulting Bank, for purposes of computing the amount
of the obligation of each non-Defaulting Bank to acquire, refinance or fund participations
in Applicable Tranche Swingline Loans pursuant to Section 2.14, the pro rata portion
and “Applicable Percentage” of each non-Defaulting Bank shall be computed from time to time
without giving effect to the Applicable Tranche Commitment of that Defaulting Bank with
respect to each Applicable Tranche; provided that, (i) each such reallocation shall
be given effect if, at the time of any such reallocation, no Default or Unmatured Default
exists; and (ii) the aggregate obligation of each non-Defaulting Bank to acquire, refinance
or fund participations in the Applicable Tranche Swingline Loans shall not exceed the
positive difference, if any, of (1) the Applicable Tranche Commitment of that non-Defaulting
Bank minus (2) the aggregate outstanding amount of the Applicable Tranche Revolving Loans of
that Bank. Subject to Section 11.16, no reallocation hereunder shall constitute a
waiver or release of any claim of any party hereunder against a Defaulting Bank arising from
that Bank having become a Defaulting Bank, including any claim of a non-Defaulting Bank as a
result of such non-Defaulting Bank’s increased exposure following such reallocation.



(b) Defaulting Bank Cure. If the Company, the Administrative Agent and the Applicable
Tranche Swingline Banks agree in writing in their sole discretion that a Defaulting Bank should no
longer be deemed to be a Defaulting Bank, 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 Bank will, to the extent applicable, purchase that portion of outstanding
Loans of the other Banks in each Applicable Tranche participated in by such Defaulting Bank at par
or take such other actions as the Administrative Agent may determine to be necessary to cause the
Applicable Tranche Revolving Loans and funded and unfunded participations in Applicable Tranche
Swingline Loans to be held on a pro rata basis by the Banks in the Applicable Tranche in accordance
with their Applicable Percentages (without giving effect to Section 2.11(a)(iv)), whereupon
that Bank will cease to be a Defaulting Bank; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of the Company while
that Bank was a Defaulting Bank (and the Company shall not be required to pay any such fees or
payments to such Bank which were not required to have been paid to such Bank while it was a
Defaulting Bank); and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will
constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having
been a Defaulting Bank.



(c) Other Rights and Remedies. The rights and remedies against a Defaulting Bank
under this Section 2.11 are in addition to other rights and remedies which the Company may
have against such Defaulting Bank with respect to any Funding Default and which the Administrative
Agent or any Bank may have against such Defaulting Bank with respect to any Funding Default.



Section 2.12 Removal or Replacement of a Bank. Anything contained herein to the
contrary notwithstanding, in the event that: (a) any Bank shall become a Defaulting Bank and such
Defaulting Bank shall immediately fail to cure the default as a result of which it has become a
Defaulting Bank; (b) in connection with any proposed amendment, modification, termination, waiver
or consent with respect to any of the provisions hereof as contemplated by Section 9.2(a),
the consent of the Required Banks shall have been obtained but the consent of one or more of the
other Banks (each a “Non-Consenting Bank”) whose consent is required shall not have been obtained
or (c) any Bank requests reimbursement for amounts owing pursuant to Section 11.3(a),
11.8(b) or 11.8(c) or (d) if any Bank gives any notice pursuant to Section
11.8(d) indicating its inability to make or maintain Alternative Currency Rate Loans under an
Applicable Tranche to which such Bank is then an “Applicable Bank” (each such Bank under clauses
(c) and (d) above, a “Requesting Bank”, and such Applicable Tranche, an “Impacted Tranche”); with
respect to each such Defaulting Bank, Non-Consenting Bank or Requesting Bank (the “Terminated
Bank”), the Company may, by giving written notice to the Administrative Agent and any Terminated
Bank of its election to do so, (1) elect to cause such Terminated Bank (and such Terminated Bank
hereby irrevocably agrees) to assign its outstanding Loans and its Applicable Tranche Commitments
(or, in the case of a Requesting Bank under clause (d) above, the outstanding Loans and its
Applicable Tranche Commitments under the Impacted Tranche), if any, in full to one or more
Assignees (each a “Replacement Bank”) in accordance with applicable law and the provisions of
Section 11.1(c) and the Company shall pay the fees, if any, payable thereunder in
connection with any such assignment from a Non-Consenting Bank or a Requesting Bank and the
Defaulting Bank shall pay the fees, if any, payable thereunder in connection with any such
assignment from such Defaulting Bank; provided, (i) (A) on the date of such assignment, the
Replacement Bank shall pay to such Terminated Bank the aggregate principal amount of all
outstanding Loans and Applicable Tranche Swingline Exposure of the Terminated Bank (or, in the case
of a Requesting Bank, under clause (d) above, the aggregate principal amount of all outstanding
Loans and Applicable Tranche Swingline Exposure under the Impacted Tranche) and, subject to clauses
(B) and (C) hereof, all other Obligations owing to such Terminated Bank under this Agreement, (B)
on the date any such fees shall be due as provided in Section 2.8, subject to Section
2.11, the Replacement Bank shall pay all accrued, but theretofore unpaid fees owing to such
Terminated Bank (or, in the case of a Requesting Bank, under clause (d) above, the aggregate
principal amount of all outstanding Loans and Applicable Tranche Swingline Exposure under the
Impacted Tranche), and (C) on the date any accrued interest shall be due as provided in Section
3.3, the Replacement Bank shall pay all accrued, but theretofore unpaid interest owing to such
Terminated Bank (or, in the case of a Requesting Bank under clause (d) above, all accrued, but
theretofore unpaid interest owing to such Terminated Bank under the Impacted Tranche) and (ii) in
the event such Terminated Bank is a Non-Consenting Bank, each Replacement Bank shall consent, at
the time of such assignment, to such proposed amendment, modification, termination, waiver or
consent or (2) so long as no Applicable Tranche Swingline Loan (or, in the case of a Requesting
Bank under clause (d) above, no Applicable Tranche Swingline Loan under the Impacted Tranche) is
outstanding in respect of which such Bank may be required to acquire a participating interest
pursuant to Section 2.14, elect to terminate such Bank’s Applicable Tranche Commitment and
obligations to make Loans and acquire such participating interest in Applicable Tranche Swingline
Loans hereunder (or, in the case of a Requesting Bank under clause (d) above, such Bank’s
Applicable Tranche Commitment and obligations to make Loans and acquire such participating interest
in Applicable Tranche Swingline Loans under the Impacted Tranche), provided that the Company shall
send written notice to such Bank specifying a date at least 3 Business Days after the date of such
notice on which such Bank’s Applicable Tranche Commitments and obligation to make Loans and acquire
participating interests in Applicable Tranche Swingline Loans hereunder (or, in the case of a
Requesting Bank under clause (d) above, such Bank’s Applicable Tranche Commitments and obligations
to make Loans and acquire such participating interest in Applicable Tranche Swingline Loans, under
the Impacted Tranche) shall be terminated. Upon the prepayment of all Obligations owing to any
Terminated Bank and the termination of such Terminated Bank’s Applicable Tranche Commitments, if
any (other than in the case of a Requesting Bank retaining an Applicable Tranche Commitment after
such termination), such Terminated Bank shall no longer constitute a “Bank” for purposes hereof.
Notwithstanding anything to the contrary above, each Terminated Bank shall continue to be entitled
to the benefits of Sections 2.14, 3.4(b), 4.3, 11.3, 11.8,
12.1(b), 12.1.(c), and 12.1(d) (in each case, to the extent such
obligations arose prior to the effective date of the Assignment Agreement applicable thereto).
Each Bank agrees that if the Company exercises its option hereunder to cause an assignment by such
Bank as a Terminated Bank, the Administrative Agent may execute and deliver such documentation as
may be required to give effect to an assignment in accordance with Section 11.1(c) on
behalf of a Non-Consenting Bank or Terminated Bank and any such documentation so executed by the
Administrative Agent shall be effective for purposes of documenting an assignment pursuant to
Section 11.1(c).



Section 2.13 Redesignation of Settlement Loans. During any Business Day on which
Settlement Loans remain outstanding, the Company may deliver to the Collateral Agent a notice,
substantially in the form of Exhibit J (a “Notice of Redesignation”), pursuant to which the
Company may redesignate (i) one or more Settlement Loans previously designated as Company Pool
Loans as Clearing Fund Pool Loans for any Clearing Business or (ii) one or more Settlement Loans
previously designated as Clearing Fund Pool Loans for any Clearing Business as Company Pool Loans
and, if such Settlement Loans are being redesignated as Clearing Fund Pool Loans, shall specify the
applicable Clearing Business; provided, that (x) if such redesignation is in respect of a
Settlement Loan to be redesignated as a Clearing Fund Pool Loan, the aggregate principal amount of
all the applicable Clearing Fund Pool Loans outstanding as of the date of such redesignation, after
giving effect to such redesignation, shall not exceed the applicable Clearing Fund Borrowing Base
(as determined by the Company and confirmed to the Company by the Collateral Agent (with the
Collateral Agent’s determination controlling in the event of any discrepancy)) and (y) if such
redesignation is in respect of a Settlement Loan to be redesignated as a Company Pool Loan, the
aggregate principal amount of all Company Pool Loans outstanding as of the date of such
redesignation, after giving effect to such redesignation, shall not exceed the Company Borrowing
Base (as determined by the Company and confirmed to the Company by the Collateral Agent (with the
Collateral Agent’s determination controlling in the event of any discrepancy)). Upon any such
confirmation by the Collateral Agent, the related redesignation shall become effective.



Section 2.14 Participations in Applicable Tranche Swingline Loans.



(a) Each Applicable Tranche Swingline Bank shall provide written notice to the Administrative
Agent of any outstanding Applicable Tranche Swingline Loan and either (i) in the case of an
Applicable Tranche Swingline Loan that is not an Applicable Tranche Covering Swingline Loan, the
Applicable Banks in the respective Applicable Tranche shall acquire participating interests in any
outstanding Applicable Tranche Swingline Loan pro rata in accordance with their respective
Applicable Tranche Commitments and Applicable Percentage thereof or (ii) in the case of an
Applicable Tranche Covering Swingline Loan, the Applicable Banks in the respective Applicable
Tranche that failed to timely make available the Applicable Tranche Revolving Loans covered by such
Applicable Tranche Covering Swingline Loan shall acquire participating interests in such Applicable
Tranche Covering Swingline Loan pro rata in accordance with such Applicable Tranche Revolving Loans
that such Applicable Bank did not timely make available, in either event, not later than 12:00 noon
(New York City time) on the third Business Day following any Business Day on which an Applicable
Tranche Swingline Loan is made by such Applicable Tranche Swingline Bank. Promptly upon receipt of
such notice, the Administrative Agent will give notice thereof to each Applicable Bank, specifying
in such notice such Applicable Bank’s share of such Applicable Tranche Swingline Loan. Each
Applicable Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the Applicable Tranche Swingline
Bank, such Bank’s share of such Applicable Tranche Swingline Loan. Each Applicable Bank
acknowledges and agrees that its obligation to acquire participating interests in Applicable
Tranche Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and continuance of a Default or
reduction or termination of the Applicable Tranche Commitments or the Aggregate Applicable Tranche
Commitment, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each Applicable Bank shall comply with its obligation under this Section in
the same manner as provided in Section 4.1 with respect to Loans made by such Applicable
Bank (and Section 4.2 shall apply, mutatis mutandis, to the payment obligations of the
Applicable Banks), and the Administrative Agent shall promptly pay to such Applicable Tranche
Swingline Bank the amounts so received by it from the Applicable Banks. The Administrative Agent
shall notify the Company of any participating interest in any Applicable Tranche Swingline Loan
acquired pursuant to this Section. Any amounts received from the Company (or other party on behalf
of the Company) in respect of an Applicable Tranche Swingline Loan after receipt by the Applicable
Tranche Swingline Bank of the proceeds of a sale of participating interests therein shall be
promptly remitted through the Administrative Agent to the Applicable Banks that shall have made
their payments pursuant to this Section and to the Applicable Tranche Swingline Bank, as their
interests may appear; provided that any such payment so remitted shall be repaid to the
Administrative Agent, if and to the extent such payment is required to be refunded to the Company
for any reason. The purchase of participating interests in an Applicable Tranche Swingline Loan
pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.



ARTICLE III




FUNDING THE CREDITS




Section 3.1 Method of Borrowing.



(a) To request an Advance hereunder, the Company shall:




(i) give notification by telephone (which notification shall be made on the Borrowing
Date, may be made either before or after delivery of the Advance Request referred to in
clause (ii) below and shall be subject to Section 3.5(b)) to the
Administrative Agent that the Advance Request has been or will be delivered to the
Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable
Tranche and the applicable currency that will be requested in such Advance Request (such
telephone notification, the “Advance Request Confirmation”),




(ii) deliver, by facsimile and by email prior to the Applicable Borrower Notice
Deadline:




(A) a notice to the Administrative Agent of such request for Applicable Tranche
Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of
Exhibit H attached hereto (an “Advance Request”), which Advance Request
shall be delivered to the Administrative Agent’s Office applicable for such
Applicable Tranche, and shall specify:




	 	(1)	 	the aggregate amount of the
requested Advance;






	 	(2)	 	the date of such Advance, which
shall be a Business Day;






	 	(3)	 	the Applicable Tranche under
which such Advance is requested;






	 	(4)	 	whether such Advance is requested
as an Applicable Tranche Revolving Loan or Applicable Tranche
Swingline Loan;






	 	(5)	 	the currency of the Loans to be
borrowed (if the Company fails to specify a currency in an
Advance Request, then the Loan so requested shall be made in
U.S. Dollars);






	 	(6)	 	the location and number of the
Company’s account to which funds are to be disbursed, which (x)
in the case of an Advance to be made in U.S. Dollars, Canadian
Dollars, Euro or Sterling, shall be a deposit account of the
Company’s maintained with the Administrative Agent or (y) in the
case of an Advance to be made in a currency other than U.S.
Dollars, Canadian Dollars, Euro or Sterling, shall be an account
maintained with the Administrative Agent or another financial
institution; and






	 	(7)	 	whether the requested Loans are
being designated as Settlement Loans, as GFX Loans or as CMECE
Loans and, in the case of Settlement Loans, whether the
Settlement Loans are being designated as Clearing Fund Pool
Loans or Company Pool Loans for the purpose of calculations
relating to the Borrowing Base and, if the Settlement Loans are
being designated as Clearing Fund Pool Loans, specifying the
applicable Clearing Business, and






(B) a notice to the Collateral Agent in substantially the form of
Exhibit I attached hereto detailing the Collateral pledged by the
Company to secure the requested Advance (a “Collateral Notice”), which
Collateral Notice shall be delivered to the Collateral Agent’s Office, and




(iii)  give separate notification, by telephone, to the Collateral Agent that the
Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly
following, or in lieu of, its making an Advance Request in respect of Applicable Tranche
Revolving Loans, the Company may also make an Advance Request in respect of Applicable
Tranche Swingline Loans.



An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested
to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable
Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche
Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans,
whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving
Loans not made available to the Administrative Agent in a timely manner (any such Applicable
Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being
requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche
Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative
Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made
available to it to fund the requested Advance as provided in Section 3.1(b), and
second, fund the remaining portion of the requested Advance, if any, with the proceeds made
available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to
Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline
Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such
Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the
amount of its Applicable Tranche Commitment.



In the event the Company is unable to submit any such notices via facsimile (due to operational
difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and
following telephone notices by the Company requesting same, agree to accept such notices via other
electronic delivery methods.



(b) Advance Determination.




(i) Immediately as commercially practicable following the delivery of an Advance
Request in accordance with Section 3.1(a), the Administrative Agent shall (A) notify
each Bank with a commitment under the Applicable Tranche in writing of the Company’s request
for an Advance and such Bank’s pro rata share of the Advance (any such notice, a “Bank
Notice”) (and to the extent the Company has delivered a form FR U-1 in connection with such
request, make available to the Banks such form FR U-1 via the Platform or other approved
method of delivery) and (B) provide to the Collateral Agent (x) a copy of the applicable
Advance Request and (y) a notice stating the principal amount of Loans then outstanding
under each Applicable Tranche (and before giving effect to such Advance requested in such
Advance Request Confirmation) (any such notice described in clause (y), an “Outstanding Loan
Notice”).




(ii) The Collateral Agent shall, within 45 minutes of receipt of the later of the
applicable Collateral Notice and the Outstanding Loan Notice, (i) determine the Market Value
of the applicable Clearing Fund Collateral Pool or the Company Collateral Pool, as
applicable, and the corresponding Borrowing Base, (ii) notify the Company (by telephone at
the contact information provided in the Advance Request) and the Administrative Agent (by
telephone at the contact information set forth on Schedule 13.1) of the Collateral
Agent’s determination of the Market Value of the applicable Collateral Pool and the
corresponding Borrowing Base and whether such applicable Collateral Pool is sufficient for
the corresponding Borrowing Base to collateralize the Company’s requested Advance (after
giving effect to any concurrent redesignation pursuant to Section 2.13). As soon as
practicable, (x) the Collateral Agent shall deliver a copy of the Collateral Notice to the
Administrative Agent and (y) the Administrative Agent shall deliver a copy of any such
received Collateral Notice to the Banks and further notify the Banks of such determination
described above of the Collateral Agent.




(iii) Subject to the satisfaction of the applicable conditions precedent set forth in
Article V, not later than the Applicable AA Funds Delivery Deadline, the
Administrative Agent shall, using the proceeds provided by the Banks pursuant to Section
4.1 for such requested Advance, or any additional proceeds that may be provided on
behalf of the Banks by the Administrative Agent as provided in this Agreement, make
available to the Company in immediately available funds the requested Advance (or, if such
Collateral Pool is not then sufficient to collateralize the requested Advance as required
hereby, the portion thereof that is so collateralized by such Collateral Pool) (x) in the
case of an Advance to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, by
depositing such funds into the deposit account of the Company maintained with the
Administrative Agent specified in the Advance Request or (y) in the case of an Advance to be
made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling (and to the
extent requested by the Company), by wire transfer of such funds to an account of the
Company maintained with the Administrative Agent or another financial institution (as
specified in the Advance Request) (and for purposes of clause (y) above, the Applicable AA
Funds Delivery Deadline shall be determined by the time the Administrative Agent initiates
such wire transfer of such funds and not the time received by any such other financial
institution); provided that, in the event that the applicable Collateral Pool is not
sufficient to so collateralize the requested Advance, the Collateral Agent shall notify the
Company and the Administrative Agent thereof and the Company may post additional Collateral
to the applicable Collateral Pool within one Business Day of such notice (including, without
limitation, by withdrawing any Company Security in accordance with Section 2.9(b)
and posting such Company Security as additional Collateral with respect to the applicable
Clearing Fund Collateral Pool) and upon the posting of such additional Collateral to the
applicable Collateral Pool, the Administrative Agent shall make available to the Company a
corresponding amount of the funds deposited by the Banks in accordance with Section
4.1. In the event that the Company fails to post sufficient additional Collateral to
the applicable Collateral Pool to collateralize the requested Advance as required hereby
within one Business Day following such notice from the Collateral Agent of the insufficiency
of the applicable Collateral Pool, the Administrative Agent shall return any excess proceeds
provided by the Banks to the Banks ratably in accordance with the amounts funded by each
Bank. Any funds held by the Administrative Agent during any such period prior to being made
as an Advance or returned to the Banks in accordance with this Section 3.1(b)(iii)
being referred to herein as “Held Funds”.



(c) If an Advance Request is made in respect of Applicable Tranche Covering Swingline Loans,
(i) the portion thereof made available by any Applicable Tranche Swingline Bank to the
Administrative Agent and not required to cover for Applicable Tranche Revolving Loans shall be
promptly returned to such Applicable Tranche Swingline Banks on a pro rata basis in accordance with
the respective amounts made available by such Applicable Tranche Swingline Banks and (ii) the
proceeds of Applicable Tranche Revolving Loans subsequently made available to the Administrative
Agent shall be distributed to such Applicable Tranche Swingline Banks as a prepayment of the
principal of such Applicable Tranche Covering Swingline Loans, with such distribution to be made to
such Applicable Tranche Swingline Banks on such a pro rata basis. Each Applicable Tranche
Swingline Bank that makes any Applicable Tranche Covering Swingline Loan which is not made
available to the Company and is promptly returned as contemplated above shall be entitled to
compensation for such Applicable Tranche Covering Swingline Loan from the Company as determined by
such Applicable Tranche Swingline Bank in accordance with its customary practices (provided
that any such compensation shall not exceed the interest payable in respect of any Advance under
the Applicable Tranche until the next Business Day pursuant to Section 3.3); and any
Applicable Tranche Covering Swingline Loan which is made available to the Company shall earn
interest, payable by the Company, in accordance with Section 3.3.



Section 3.2 Minimum Amount of Each Advance. Except in the case of a Test Draw, each
Advance shall be in the minimum amount of $10,000,000 (and in integral multiples of $250,000 if in
excess thereof), provided, however, that any Advance may be in the aggregate amount
of the Excess Availability, as applicable to such Advance.



Section 3.3 Interest.



(a) Prior to its Loan Maturity Date, each Advance shall bear interest at the Applicable
Reference Rate plus 1.50% per annum. Held Funds shall bear interest at the Applicable Reference
Rate which would have been applicable to such amounts if such amounts had been made available to
the Company pursuant to the applicable requested Advance plus 1.50% per annum. Any Advance not
paid when due shall bear interest thereafter until paid in full at a rate per annum equal to the
Applicable Reference Rate plus 3.50% per annum.



(b) Any Obligation other than those described in clause (a) above not paid when due shall bear
interest thereafter until paid in full at a rate per annum equal to the Federal Funds Rate plus
3.50% per annum.



Section 3.4 Method of Payment.



(a) All payments (including prepayments) of principal, interest, commitment fees and other
amounts payable hereunder by the Company shall, subject to Section 11.3, be made without
setoff, defense, recoupment or counterclaim in immediately available funds to the Administrative
Agent, for the benefit of the Applicable Banks, (A) at any time up to 12:00 noon (New York City
time), with respect to principal, interest, commitment fees or such other amounts with respect to
Loans denominated in U.S. Dollars or Canadian Dollars, or (B) at any time up to 2:30 pm London
time, with respect to principal, interest, commitment fees or such other amounts with respect to
Loans denominated in an Alternative Currency (other than Canadian Dollars), in each case on the
date when due at the Administrative Agent’s Office for the applicable currency. Any amount
received after such time on any date shall be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. If any payment hereunder shall be due
on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments hereunder shall be made in lawful money of the
United States of America, except that payments of principal and interest in respect of Loans
denominated in an Alternative Currency shall be made in such Alternative Currency.



(b) Except with respect to payments made to an Applicable Bank whose Applicable Tranche
Commitment is terminated pursuant to Section 2.12, (A) all payments of principal of, and
interest on, any Advance under an Applicable Tranche shall be made by the Administrative Agent to
the Banks under such Applicable Tranche ratably among such Banks, in proportion to the outstanding
principal amount of their respective Loans constituting part of such Advance and (B) all payments
of commitment fees and other amounts payable hereunder by the Administrative Agent to the Banks
under an Applicable Tranche shall be made to the Banks under such Applicable Tranche ratably among
such Banks, in proportion to the amounts thereof owing to them. If at any time insufficient funds
are received by and available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due under an Applicable Tranche, such funds shall be applied first,
towards payment of all Obligations in respect of Applicable Tranche Swingline Loans under such
Applicable Tranche, second, towards payment of interest and fees then due in respect of
Applicable Tranche Revolving Loans under such Applicable Tranche, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to such parties, and
third, towards payment of principal then due in respect of Applicable Tranche Revolving
Loans under such Applicable Tranche, ratably among the parties entitled thereto in accordance with
the amounts of principal then due to such parties.



Section 3.5 Notes; Telephonic Notices. Each Bank shall maintain in accordance with
its usual and customary practices an account or accounts evidencing the Loans made by such Bank
from time to time, including the amounts of principal and interest payable and paid to such Bank
from time to time under this Agreement and the Loans. Any Bank may request that Loans made by it
be evidenced by one or more promissory notes (any such promissory note, a “Note”), and in such
event, the Company shall prepare, execute and deliver to such Bank a Note payable to such Bank or
to such Bank and its registered assigns substantially in the form of Exhibit A hereto, as
applicable. Each Bank is hereby authorized to record the principal amount of each of its Loans and
each repayment on the schedule attached to its applicable Note, as applicable, or in its books and
records; provided, however, that the failure to so record shall not affect the
Company’s obligations in respect of any Loan. The Administrative Agent shall also maintain
accounts in which it will record (i) the amount of each Loan made hereunder and the information
with respect to such Loan described in Section 3.1(a)(ii)(A), (ii) the amount of any
principal or interest due and payable or to become due and payable from the Company to each Bank
hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the
Company and each Bank’s share thereof. The entries maintained in the accounts maintained by the
Banks and the Administrative Agent pursuant to this Section shall be prima facie evidence (absent
manifest error) of the existence and amounts of the Obligations therein recorded; provided,
however, that the failure of the Administrative Agent or any Bank to maintain such accounts
or any error therein shall not in any manner affect the obligation of the Company to repay the
Loans in accordance with their terms. In the event the records maintained by a Bank conflict with
the records maintained by the Administrative Agent, the records maintained by the Administrative
Agent shall control.



(b) The Company hereby authorizes the Administrative Agent to extend Advances (using the
proceeds provided by the Banks pursuant to Section 4.1 and otherwise in accordance with
Section 3.1) based on telephonic notices made by any Persons the Administrative Agent in
good faith believes to be acting on behalf of the Company.



Section 3.6 Interest Payment Dates; Interest Basis. Interest accrued on each Advance
under an Applicable Tranche prior to the applicable Loan Maturity Date shall be payable to the
Administrative Agent for the benefit of the Applicable Banks on the date on which such Advance is
paid or prepaid, whether due to acceleration or otherwise. Interest accrued on each Advance after
its applicable Loan Maturity Date shall be payable on demand. Interest shall be calculated on the
basis of (i) in the case of interest in respect of Loans denominated in U.S. Dollars, a year of 360
days for actual days elapsed, (ii) in the case of interest in respect of Loans denominated in
Euros, a year of 360 days for actual days elapsed, (iii) in the case of interest in respect of
Loans denominated in Sterling, a year of 365 days for actual days elapsed, or as to which market
practice differs from the foregoing, in accordance with such market practice, or (iv) in the case
of interest in respect of Loans denominated in an Alternative Currency (other than Euros or
Sterling) in accordance with market practice for such Alternative Currency. As referenced in the
definitions for each Applicable Reference Rate, interest with respect to any Loan shall be
determined on each Business Day such Loan is outstanding. Commitment fees shall be calculated on
the basis of a year of 360 days for actual days elapsed.



For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate
hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than
the actual number of days in the calendar year of calculation, such rate of interest or fee rate
shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual
number of days in the calendar year of calculation and dividing it by the number of days in the
deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest
calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal
rates and not effective rates or yields.



ARTICLE IV




ADMINISTRATIVE AGENT




Section 4.1 Notice to and Payment by the Banks.



(a) Promptly following the delivery of any Bank Notice relating to any request for a Revolving
Loan under an Applicable Tranche (and in any event, prior to the Applicable Bank Funding Deadline),
each Applicable Bank shall deposit in an account designated by the Administrative Agent for such
purpose (and notified by the Administrative Agent to the Applicable Banks) in immediately available
funds the proceeds of such Applicable Bank’s Applicable Percentage of the requested Advance.



(b) Promptly following the delivery of any Bank Notice relating to any request for an
Applicable Tranche Swingline Loan, each Applicable Tranche Swingline Bank agreeing to fund any such
Applicable Tranche Swingline Loan shall (unless the Applicable Tranche Swingline Bank has received
notice (by telephone or in writing) from the Administrative Agent or the Collateral Agent
(including at the request of any Bank) prior to the Applicable Bank Funding Deadline plus an
additional thirty (30) minutes which (x) directs such Applicable Tranche Swingline Bank not to make
such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence
of Section 2.1(a), or (y) notifies such Applicable Tranche Swingline Bank that one or more
of the applicable conditions specified in Article V is not then satisfied), subject to the
terms and conditions hereof, not later than the Applicable Bank Funding Deadline plus an additional
forty-five (45) minutes, deposit in the designated account of the Administrative Agent in
immediately available funds the agreed upon proceeds of such requested Advance.



Section 4.2 Payment by Banks to the Administrative Agent.



(a) Unless the Administrative Agent shall have been notified by a Bank that such Bank does not
intend to make available its share of an Advance, the Administrative Agent may assume that such
Bank has made or will make such payment and the Administrative Agent may in reliance upon such
assumption (but shall not be required to) make available to the Company the proceeds of the Loan to
be made by such Bank and, if any Bank has not in fact made such payment to the Administrative
Agent, such Bank shall, on demand, pay to the Administrative Agent the amount made available to the
Company attributable to such Bank together with interest thereon in respect of each day during the
period commencing on the date such amount was made available to the Company and ending on (but
excluding) the date such Bank pays such amount to the Administrative Agent at a rate per annum
equal to: (i) from the date the related advance was made by the Administrative Agent to the date
two (2) Business Days after payment by such Bank is due hereunder, the Applicable Lender Overnight
Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is
due from such Bank to the date such payment is made by such Bank the Applicable Reference Rate for
the Applicable Tranche in effect for each such day plus 1.50%. If such amount is not received from
such Bank by the Administrative Agent immediately upon demand, the Company will, on demand, repay
to the Administrative Agent the proceeds of the Loan attributable to such Bank with interest
thereon at a rate per annum equal to the interest rate applicable to the relevant Loan.



(b) The failure of any Bank to make a payment to the Administrative Agent of the proceeds of
the Loan to be made by such Bank shall not relieve any other Bank of its obligation hereunder to
make payment to the Administrative Agent of the proceeds of a Loan, but no Bank shall be
responsible for the failure of any other Bank to make the payment required to be made by such other
Bank.



Section 4.3 Distribution of Payments.



(a) Whenever the Administrative Agent receives from, or on behalf of the Company, or any other
person or party, a payment of principal, interest or commitment fees or other amount payable
hereunder with respect to any of which the applicable Banks are entitled to receive a share, the
Administrative Agent shall promptly pay to such Banks, in the currency so received, the amount due
each of such Banks as determined pursuant to this Agreement; provided, however,
that the amount of such distribution shall be adjusted to the extent that amounts are owed by any
Bank to the Administrative Agent or as otherwise provided by Sections 2.14,
3.1(c)(ii), 3.4(b) or 4.2 or subsection (b) hereof. If any payment
of principal, interest or commitment fees or other amount payable in connection with the Loans is
received from or on behalf of the Company by the Administrative Agent before 12:00 noon (New York
City time) in the case of payments denominated in U.S. Dollars or Canadian Dollars or 2:30 p.m.
(London time) in the case of payments denominated in Alternative Currencies (other than Canadian
Dollars), on any Business Day, the Administrative Agent shall use reasonable efforts to wire
transfer the appropriate portion of the same to the applicable Banks that same Business Day, but in
any event shall wire the same to each of such Banks before the end of the next Business Day.



(b) Unless the Administrative Agent shall have received notice from the Company prior to the
date on which any payment is due to the Administrative Agent for the account of the applicable
Banks hereunder that the Company will not make such payment, the Administrative Agent may assume
that the Company has made such payment on such date in accordance herewith and may (but shall not
be required to), in reliance upon such assumption, distribute to the applicable Banks the amount
due. In such event, if the Company has not in fact made such payment, then each of the applicable
Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Bank together with interest thereon in respect of each day during the period
commencing on the Business Day immediately following the date of such demand and ending on (but
excluding) the date of payment to the Administrative Agent, at a rate per annum equal to: (i) from
the Business Day immediately following the date of such demand to the date two (2) Business Days
after such date, the Applicable Lender Overnight Rate for each such day and (ii) from the date two
(2) Business Days after the Business Day immediately following such demand to the date such payment
is made by such Bank, the Applicable Reference Rate in effect for each such day plus 1.50%.



Section 4.4 Rescission of Payments by the Company. If all or part of any payment made
by the Company to Administrative Agent of principal, interest or commitment fees or other amount
payable in connection with the Loans is rescinded or must otherwise be returned for any reason and
if Administrative Agent has paid to any of the Banks such Bank’s ratable share therein, such Bank
shall, upon telephone notice from Administrative Agent, forthwith pay to Administrative Agent (i)
on the date of such telephone notice if notice is received by such Bank at or prior to 12:00 noon
(New York City time) in the case of payments denominated in U.S. Dollars or Canadian Dollars or
2:30 p.m. (London time) in the case of payments denominated in Alternative Currencies other than
Canadian Dollars or (ii) on the next Business Day if notice is received by Administrative Agent
after 12:00 noon, (New York City time), or 2:30 p.m. (London time), as applicable, an amount equal
to such Bank’s ratable interest in the amount that was rescinded or that must be so returned by
Administrative Agent. Administrative Agent shall promptly return to the Company, or to whomever
shall be legally entitled thereto pursuant to an order of a court of competent jurisdiction, each
such amount (or any lesser amount) that is received from each Bank. Administrative Agent shall
have no obligation to the Company for any amount that Administrative Agent paid to any Bank and
that is not repaid by such Bank, provided that Administrative Agent did in fact provide such Bank
with the notice described above to the effect that such payment was rescinded or must be returned.



ARTICLE V




CONDITIONS PRECEDENT




Section 5.1 Conditions Precedent. This Agreement shall become effective upon the
occurrence of each of the following (such date, the “Closing Date”):



(a) The execution and delivery of a counterpart hereto by each party hereto to the
Administrative Agent (or its counsel).



(b) The Agents shall have received all fees and other amounts due and payable on or prior to
the Closing Date (including, without limitation, all such fees due and owing to the Banks), for
which invoices have been presented at least two Business Days prior to the Closing Date, including
reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the
Company hereunder.



(c) The Administrative Agent shall have received:




(i) a copy of the certificate of incorporation of the Company certified by the Delaware
Secretary of State and certified by a secretary or assistant secretary of the Company to be
true and correct as of the date hereof;




(ii) a copy of the bylaws of the Company certified by a secretary or assistant
secretary of the Company to be true and correct as of the date hereof;




(iii) a certificate of good standing with respect to the Company, certified by the
Secretary of State of Delaware;




(iv) a copy, certified by the secretary or assistant secretary of the Company, of the
Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents;




(v) an incumbency certificate, in substantially the form of Exhibit E hereto,
executed by the secretary or assistant secretary of the Company, which shall identify by
name and title and bear the signature of the officers of the Company authorized to sign the
Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which
certificate the Administrative Agent and the Banks shall be entitled to rely until informed
of any change in writing by the Company;




(vi) a certificate, signed by the (a) chief executive officer of the Company,
(b) president of the Company, (c) managing director & president of the Clearing House
division of the Company, (d) managing director & chief financial officer of the Company or
(e) senior managing director & president of Global Operations, Technology & Risk, or in each
case his or her delegate, in substantially the form of Exhibit B hereto. Such
certificate may be furnished by the Company by any means set forth in Section 13.1
hereof, and shall be deemed given to the Administrative Agent as provided therein;




(vii) a written opinion of the Company’s counsel, addressed to the Administrative
Agent, the Collateral Agent and the Banks (or upon which the Administrative Agent, the
Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent;




(viii) the Security and Pledge Agreement, duly executed and delivered by the Grantors
and the Collateral Agent;




(ix) interim consolidated financial Statements of CME Group Inc. and its subsidiaries
and interim consolidated financial statements of the Company and its subsidiaries for each
quarterly period of 2016 then available;




(x) UCC financing statements for filing in all places required by applicable law to
perfect the Liens of the Collateral Agent for the benefit of the Agents and Banks under the
Collateral Documents as a first priority Lien as to items of Collateral in which a security
interest may be perfected by the filing of financing statements (which such statements will
not specifically list any account numbers); and




(xi) UCC search results with respect to the Company showing only Liens acceptable to
the Administrative Agent.



(d) The Administrative Agent (or its counsel) shall have received evidence that the Existing
Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens
securing obligations under the Existing Credit Agreement have been or concurrently with the Closing
Date are being released.



Without limiting the generality of the provisions of Article X, for purposes of determining
compliance with the conditions specified in this Section 5.1, each Bank 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 Bank unless the Administrative Agent shall have received notice from such Bank
prior to the proposed Closing Date specifying its objection thereto.



Section 5.2 Each Advance. No Bank shall be required to make any Advance (including
the initial Advance), unless on the applicable Borrowing Date immediately after giving effect to
the Advance and the contemplated use of the proceeds thereof:



(a) There exists no Default or Unmatured Default.



(b) The representations and warranties contained in Article VI (other than Section
6.5 and 6.10 (as it relates to clause (a)) are true and correct in all material
respects as of such Borrowing Date, except for representations and warranties that relate to a
specific date, in which case such representations and warranties shall be true and correct in all
material respects as of such date.



(c) An Advance Request with respect to such Advance shall have been delivered to the
Administrative Agent in accordance with Section 3.1.



(d) A Collateral Notice with respect to such Advance shall have been delivered to the
Collateral Agent in accordance with Section 3.1.



(e) To the extent any Money Fund Share shall be included in the Collateral Pool relating to
such Advance, a copy of the Money Fund Control Agreement applicable to each such Money Fund Share
shall have been duly executed and delivered to the Administrative Agent by the applicable Grantors,
the applicable Money Fund Issuer or its transfer or servicing agent and any other appropriate
parties required by the Administrative Agent or the Collateral Agent, and the Collateral Agent.



(f) To the extent any Gold Bullion is included in the Collateral Pool, a copy of the
applicable Bullion Security Agreement relating to such advance, shall have been duly executed and
delivered to the Administrative Agent by the applicable Grantors and the Collateral Agent.



(g) To the extent any Clearing Member Securities Account, Collateral Account, Company
Securities Account or any other Collateral not referenced in clauses (e) through
(f) above is included in the Collateral Pool relating to such Advance, a copy of the
applicable Control Agreement, shall have been duly executed and delivered to the Administrative
Agent by the applicable Grantors, the applicable Custodian and the Collateral Agent.



(h) To the extent not previously provided under Section 5.1(c)(vii) or this
Section 5.2(h), a written opinion(s) of the Company’s counsel, addressed to the
Administrative Agent, the Collateral Agent and the Banks (or upon which the Administrative Agent,
the Collateral Agent and the Banks may rely), reasonably acceptable to the Administrative Agent
relating to the applicable agreements delivered pursuant to clauses (e), (f) or
(g) above shall have been delivered to the Administrative Agent.



(i) The aggregate outstanding principal of (i) all Loans disbursed to the Company hereunder,
after giving effect to the Loans to be made on such Borrowing Date, does not exceed the Aggregate
Commitments, (ii) the aggregate outstanding principal of any Revolving Loan with respect to any
Applicable Tranche does not exceed the Aggregate Applicable Tranche Commitments for such Applicable
Tranche, (iii) any Applicable Tranche Loan in an Alternative Currency does not exceed the
Applicable Alternative Currency Sublimit for such Alternative Currency, (iv) all Clearing Fund Pool
Loans for the applicable Clearing Business disbursed to the Company hereunder, after giving effect
to such Clearing Fund Pool Loans, if any, to be made on such Borrowing Date (and any concurrent
redesignation pursuant to Section 2.13), does not exceed the applicable Clearing Fund
Borrowing Base as of such date, and (v) all Company Pool Loans disbursed to the Company hereunder,
after giving effect to the Company Pool Loans, if any, to be made on such Borrowing Date (and any
concurrent redesignation pursuant to Section 2.13), does not exceed the Company Borrowing
Base.



(j) In the case of a Revolving Loan to be denominated in an Alternative Currency under an
Applicable Tranche, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or exchange controls which
in the reasonable opinion of the Required Applicable Banks would make it impracticable for such
Applicable Tranche Revolving Loan to be denominated in the relevant Alternative Currency.



(k) To the extent the Collateral included in any Clearing Fund Collateral Pool or Company
Collateral Pool constitutes “margin stock” as defined in Regulation U, a form FR U-1 shall have
been delivered by the Company to the Administrative Agent, and shall have been received by each
Bank.



The Company’s receipt of the proceeds of any Loan hereunder shall constitute a representation and
warranty by the Company that the conditions contained in Sections 5.2(a) and (b)
have been satisfied.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES




The Company represents and warrants to the Agents and the Banks, as of the date hereof and
(except as otherwise specified herein) to the Banks on the date of each Advance, that:



Section 6.1 Corporate Existence and Standing. Each of the Company and the
Subsidiaries is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted and where the failure to have such authority would
reasonably be expected to have a Material Adverse Effect.



Section 6.2 Authorization and Validity.



(a) The Company has the corporate power and authority to execute and deliver the Loan
Documents and to perform its obligations thereunder. The execution and delivery by the Company of
the Loan Documents and the performance of its obligations thereunder have been duly authorized by
proper corporate proceedings. The Company has duly executed and delivered the Loan Documents, and
the Loan Documents constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and
by general principles of equity (whether enforcement is considered in a proceeding at law or in
equity).



(b) The Company has the authority pursuant to CME Rules 816, 817 and 820, CBOT Rules 816, 817
and 820, NYMEX Rules 816, 817 and 820 and any other similar Rules, as applicable, to execute and
deliver, as Member Attorney-in-Fact on behalf of the Clearing Members, the Collateral Documents.
Pursuant to CME Rule 817, CBOT Rule 817, NYMEX Rule 817 and any other similar Rules, as applicable,
the Company has the authority, as Member Attorney-in-Fact on behalf of the Clearing Members, to
cause the Security Deposits to be subject to the Lien of the Collateral Documents to secure the
Secured Obligations. Pursuant to CME Rule 817, CBOT Rule 817, NYMEX Rule 817 and any other similar
Rules, as applicable, the Company has the authority, as Member Attorney-in-Fact on behalf of the
Clearing Members, to cause the Performance Bonds of Clearing Members to be subject to the Lien of
the Collateral Documents to secure the Secured Obligations (it being understood that only those
Security Deposits and Performance Bonds which are Eligible Assets shall be pledged under the
Collateral Documents). CME Rules 816, 817, 820 and 913.B, CBOT Rules 816, 817, 820 and 913.B,
NYMEX Rules 816, 817, 820 and 913.B and any other similar Rules, as applicable, each as set forth
in Exhibit G, have been duly adopted and are in full force and effect.



Section 6.3 Compliance with Laws and Contracts. Neither the execution and delivery by
the Company of the Loan Documents, nor the consummation of the transactions therein contemplated,
nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Company or any Subsidiary or the Company’s or
any Subsidiary’s organizational or governing documents or the provisions of any material indenture,
instrument or agreement to which the Company or any Subsidiary is a party or is subject, or by
which it, or its property, is bound, or conflict with or constitute a default thereunder. No
order, consent, approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any governmental or public body or authority, or any
subdivision thereof, that has not been obtained is required to authorize, or is required in
connection with the execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, any of the Loan Documents as against the Company, except for
registration of each Bullion Security Agreement at the Companies Registration Office in England and
Wales under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations
2009 and payment of associated fees.



Section 6.4 Financial Statements. The most recent audited consolidated balance sheet
and statements of income and cash flows of each of the Company and the Subsidiaries and of Holdings
and its subsidiaries (which include the Company and the Subsidiaries) for the fiscal year ended
December 31, 2015, in each case, accompanied by an opinion of Ernst & Young LLP, independent public
accountants, and the consolidated balance sheet and statements of income and cash flows of each of
the Company and the Subsidiaries and of Holdings and its subsidiaries as of and for the period
ended on September 30, 2016, certified, in the case of the consolidated financial statements of the
Company and the Subsidiaries, by the Company’s chief financial officer, copies of which have been
heretofore delivered to the Banks and were prepared in accordance with GAAP and fairly present in
all material respects the consolidated financial condition and operations of the Company and the
Subsidiaries or of Holdings and its subsidiaries, as the case may be, at such dates and the
consolidated results of each of their operations for the periods covered thereby, subject to
year-end audit adjustments and the absence of footnotes in the case of the statements for the
period ended on September 30, 2016.



Section 6.5 Material Adverse Change. As of the Closing Date, no material adverse
change in the business, financial condition, or results of operations of the Company and the
Subsidiaries has occurred since the date of the audited financial statements referred to in
Section 6.4.



Section 6.6 Subsidiaries. Schedule I contains an accurate list of all of the
Subsidiaries of the Company existing as of the Closing Date, setting forth their respective
jurisdictions of incorporation and the percentage of their respective capital stock owned by the
Company or other Subsidiaries. All of the issued and outstanding shares of capital stock of such
Subsidiaries have been duly authorized and issued and are fully paid and non-assessable.



Section 6.7 Accuracy of Information. No written information (other than projections,
forward-looking statements or other information of a general economic or industry nature, it being
understood that projections and forward-looking statements have been prepared by Holdings, the
Company or any Subsidiary in good faith), exhibit or report furnished by Holdings, the Company or
any Subsidiary to the Administrative Agent, the Collateral Agent or any Bank in connection with the
negotiation of the Loan Documents or, in the case of the Company, the performance thereof, taken as
a whole, contained any material misstatement of fact or omitted to state a material fact or any
fact necessary to make the statements contained therein not materially misleading in light of the
circumstances existing at the time furnished.



Section 6.8 Margin Regulations. No proceeds of any Loans will be used (x) to “buy”,
“purchase” or “carry” any “margin stock” (each as defined in Regulation U), or (y) for any purpose
that violates the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect.



Section 6.9 Taxes. The Company and its Subsidiaries have filed all United States
federal Tax returns and all other material Tax returns which are required to be filed by any of
them and have paid all Taxes shown to be due and payable pursuant to said returns or pursuant to
any assessment received by the Company or any such Subsidiary, except such Taxes, if any, (i) as
are being contested in good faith and with respect to which adequate reserves required in
accordance with GAAP have been set aside on the books of the Company or such Subsidiary, as
applicable or (ii) to the extent that the failure to file such Tax returns or pay such Taxes would
not result in a Material Adverse Effect. To the best of the Company’s knowledge, no Tax liens have
been filed and no claims are being asserted with respect to any such taxes other than liens for
Taxes that (i) are not overdue by more than 30 days or (ii) are being contested in good faith and
with respect to which adequate reserves required in accordance with GAAP have been set aside on the
books of the Company or such Subsidiary, as applicable.



Section 6.10 Litigation. There is no litigation or proceeding before any Governmental
Authority pending or, to the knowledge of any of their officers, threatened, against or affecting
the Company or any Subsidiary of the Company which might reasonably be expected to materially
adversely affect (a) as of the Closing Date, except as set forth in Schedule II attached
hereto, the business, financial condition or results of operations of the Company or (b) the
ability of the Company to perform its material obligations under the Loan Documents.



Section 6.11 ERISA. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with respect to any Plan,
neither the Company nor any member of the Controlled Group has withdrawn from any Plan or initiated
steps to do so, and no steps have been taken to terminate any Plan.



Section 6.12 Investment Company Status. Neither the Company nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940.



Section 6.13 Registration. The Company is and will remain registered with the
Commodity Futures Trading Commission and all other governmental or public bodies or authorities, or
any subdivision thereof, which require registration and have jurisdiction over the Company.



Section 6.14 OFAC. Neither the Company, nor any of its Subsidiaries, nor, to the
knowledge of the Company and its Subsidiaries, any director, officer, employee, agent, affiliate or
representative thereof, is an individual or entity that is, or is owned or controlled by any
individuals or entities that are (i) the subject of any Sanctions, or (ii) located, organized or
resident in a Designated Jurisdiction.



Section 6.15 Anti-Corruption Laws. The Company and its Subsidiaries have conducted
their businesses in material compliance with applicable anti-corruption laws and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws in
all material respects.



ARTICLE VII




COVENANTS




During the term of this Agreement and thereafter as long as any Advances or other Obligations
(other than unasserted contingent indemnification obligations not due and payable) remain
outstanding hereunder, unless the Required Banks shall otherwise consent in writing:



Section 7.1 Financial Reporting. The Company will maintain, for itself and each
Subsidiary, a system of accounting established and administered in order to permit preparation of
financial statements in accordance with generally accepted accounting principles, and furnish to
the Administrative Agent (and the Administrative Agent will furnish a copy to each Bank):



(a) Within 90 days after the close of each of its fiscal years, an unqualified audit report
certified by independent certified public accountants, acceptable to the Required Banks, prepared
in accordance with GAAP on a consolidated basis for Holdings and its subsidiaries (including the
Company), including balance sheets as of the end of such period, and statements of income, changes
in shareholders’ equity and cash flows for the year then ended, accompanied by any management
letter prepared by said accountants and by a certificate of said accountants in substantially the
form of Exhibit C hereto, or if, in the opinion of such accountants, such certificate is
not applicable, a description of any Default or Unmatured Default relating to accounting matters
that in their opinion exists, stating the nature and status thereof.



(b) Within 90 days after the close of each of its fiscal years, for the Company and its
Subsidiaries, an audited consolidated balance sheet as at the end of such period and audited
consolidated statements of income, changes in shareholders’ equity and cash flow for the year then
ended, each (i) prepared in a manner consistent with the preparation of Holdings’ year-end
statements and in accordance with GAAP (other than the absence of footnotes) and (ii) accompanied
by an opinion of Ernst & Young LLP, independent public accountants, or other independent public
accountants of nationally recognized standing.



(c) Within 45 days after the close of the first three quarterly periods of each of its fiscal
years, for the Company and its Subsidiaries, an unaudited consolidated balance sheet as at the
close of each such period and unaudited consolidated statements of income, changes in shareholders’
equity and cash flows from the beginning of such fiscal year to the end of such quarter, each
prepared in a manner consistent with the preparation of the Company’s year-end statements and in
accordance with GAAP (other than the absence of footnotes and subject to normal year-end
adjustments).



(d) Within 45 days after the close of the first three quarterly periods of each of the
Company’s fiscal years and within 90 days after the close of each of the Company’s fiscal years, a
report of, as of the end of such applicable quarter or year, as the case may be, (i) current net
working capital (used herein as calculated based on current assets minus current liabilities in
accordance with GAAP), (ii) the aggregate amount of Security Deposits being held by the Company
including a breakdown of the asset types making up such Security Deposits indicating, inter alia,
those Security Deposit assets which are Eligible Assets and (iii) the aggregate amount of
Performance Bonds of Defaulted Clearing Members being held by the Company including a breakdown of
the asset types making up such Performance Bonds indicating, inter alia, those Performance Bond
assets which are Eligible Assets.



(e) Within the time periods set forth herein for the furnishing of the financial statements
required hereunder, a certificate signed by its managing director & chief financial officer or
another managing director, in substantially the form of Exhibit D hereto, (i) certifying
that, to the knowledge of such officer or director, no Default or Unmatured Default has occurred
during the period covered by such financial statements that is still continuing or, if any such
Default or Unmatured Default does exist, setting forth a description of the nature and status of
such Default or Unmatured Default and (ii) showing the calculations set forth in Exhibit D
concerning net working capital and Consolidated Tangible Net Worth.



(f) Within 90 days after the close of each fiscal year, a statement of the Unfunded
Liabilities of each Plan, as of the end of such year, signed by the managing director & chief
financial officer of the Company or another managing director, or, in the event there are no
Unfunded Liabilities, a certificate signed by its managing director & chief financial officer or
another managing director to that effect.



(g) As soon as possible and in any event within 10 days after a Responsible Officer of the
Company knows that any Reportable Event has occurred with respect to any Plan, a statement, signed
by the managing director & chief financial officer of the Company or another managing director,
describing said Reportable Event and the action which the Company proposes to take with respect
thereto.



(h) Such other information (including non-financial information) as any Bank or the
Administrative Agent may from time to time reasonably request.



Documents required to be delivered pursuant to Section 7.1(a), or (b) or
(c) (to the extent any such documents are included in materials otherwise filed with the
Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Company posts such documents, or
provides a link thereto on the Company’s website on the Internet at the website address listed in
Schedule 13.1; or (ii) on which such documents are posted on the Company’s behalf on an
Internet or intranet website, if any, to which each Bank and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided that the Company shall deliver paper copies of such documents to the
Administrative Agent upon request therefor. Notwithstanding anything contained herein, in every
instance the Company shall be required to provide copies (including by telecopy or electronic
means) of the certificates required by Section 7.1(e) to the Administrative Agent. Except
for such certificates, the Administrative Agent shall have no obligation to request the delivery or
to maintain copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Company with any such request for delivery, and each
Bank shall be solely responsible for maintaining its copies of such documents. For the avoidance of
doubt, documents required to be delivered pursuant to Section 7.1(f), or (g) or
(h) may be delivered by electronic mail to the Administrative Agent.



The Company hereby acknowledges that (a) the Agents and/or the Arrangers will make available to the
Banks materials and/or information provided by or on behalf of the Company hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on Syndtrak, Debt Domain, ClearPar,
IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks
(each, a “Public Bank”) may have personnel who do not wish to receive material non-public
information with respect to the Company or its Affiliates, or the respective securities of any of
the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. The Company hereby agrees that so long as the Company is the
issuer of any outstanding debt or equity securities that are registered or issued pursuant to a
private offering or is actively contemplating issuing any such securities (w) by its marking
Borrower Materials “PUBLIC”, the Company shall be deemed to have authorized the Agents, the
Arrangers and the Banks to treat such Borrower Materials as not containing any material non-public
information with respect to the Company or its securities for purposes of United States Federal and
state securities laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 11.11); (x)
all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information”; and (y) the Agents and the Arrangers shall treat any
Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of
the Platform that is not designated “Public Side Information”. Notwithstanding the foregoing, the
Company shall be under no obligation to mark any Borrower Materials “PUBLIC.”



Section 7.2 Use of Proceeds. Except in the case of a Test Draw, the Company will only
use the proceeds of the Advances designated in the applicable Advance Request as “Settlement Loans”
(“Settlement Loans”) in circumstances where the Company is entitled to use the Security Deposits
and Performance Bonds of the Clearing Members to provide temporary liquidity (i) to satisfy any
outstanding obligations of any Defaulted Clearing Members to CME, CBOT, NYMEX or any other exchange
qualified to clear trades through the Clearing House as provided in the Rules or, with respect to
the transfer of positions and related margin from a suspended Clearing Member to another Clearing
Member, to make a transfer in cash in respect of margin related to such suspended Clearing Member’s
positions, (ii) in the event of a liquidity constraint or default by a depositary or (iii) to
fulfill the Company’s obligations in circumstances where a Money Gridlock Situation that affects
the Company’s operations exists. Settlement Loans may cover the obligations described in clauses
(i) and (ii) above related to one of the Company’s separately identified clearing and settlement
operations (each of which are or shall be governed by the Rules or rules substantially similar to
the Rules) including relating to fulfilling the Company’s obligations in respect of any of its
futures, interest rate swaps or credit default swaps clearing business (each, a “Clearing
Business”). Additionally, except in the case of a Test Draw, the Company may only use the proceeds
of the Advances designated in the applicable Advance Request (A) as “GFX Loans” (“GFX Loans”) to
fulfill its obligations under GFX Guaranties, provided, however, that the Company
may use the proceeds for GFX Loans only up to the amount of net working capital of the Company on
any given day or (B) as “CMECE Loans” (“CMECE Loans”) for the purpose of funding advances to CMECE.
Additionally, the Company from time to time may conduct Test Draws which shall be repaid on the
Business Day immediately following the Borrowing Date thereof. The Company will not, nor will it
permit any Subsidiary to, use any of the proceeds of the Loans to “buy” or “carry” any “margin
stock” (each as defined in Regulation U) or for any purpose that violates the provisions of
Regulation T, U or X of the Board of the Federal Reserve System as now and from time to time
hereafter in effect.



Section 7.3 Notice of Default. The Company will, and will cause each Subsidiary to,
give prompt notice in writing to the Administrative Agent of the occurrence of any Default or
Unmatured Default of which a Responsible Officer has actual knowledge and of any other development,
financial or otherwise, which would reasonably be expected to materially adversely affect its
business, properties or affairs or the ability of the Company to repay the Obligations.



Section 7.4 Conduct of Business. The Company will, and will cause each Subsidiary to,
carry on and conduct its business in substantially the same manner and in substantially the same
fields of enterprise as it is presently conducted, or reasonably similar thereto, or a reasonable
extention thereof or ancillary thereto, and to do all things necessary to remain duly organized,
validly existing and in good standing as a domestic corporation, limited liability company or other
entity in its jurisdiction of organization and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted and where the failure to have such
authority would reasonably be expected to have a Material Adverse Effect.



Section 7.5 Compliance with Laws. The Company will, and will cause each Subsidiary
to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject, except where the failure to so comply would not reasonably be
expected to have a Material Adverse Effect.



Section 7.6 Books and Records; Inspection Rights. The Company will, and will cause
each of its Subsidiaries to, permit the Administrative Agent and the Collateral Agent or its
representatives and agents, to inspect any of the properties, corporate books and financial records
of the Company and each Subsidiary, to examine and make copies of the books of accounts and other
financial records of the Company and each Subsidiary, and to discuss the affairs, finances and
accounts of the Company and each Subsidiary (the foregoing activities, an “Audit”) with, and to be
advised as to the same by, their respective officers at such reasonable times and intervals as the
Administrative Agent or the Collateral Agent may designate; provided that so long as no
Default has occurred and is continuing the Company shall only be responsible for the costs and
expenses of one Audit per 12-month period.



Section 7.7 Consolidated Tangible Net Worth. The Company will maintain at all times a
Consolidated Tangible Net Worth of not less than $800,000,000.



Section 7.8 Liens. The Company will not, nor will it permit any Subsidiary to, create
or incur any Lien in or on any of the Collateral, except:



(a) Liens in favor of the Collateral Agent.



(b) Liens in favor of the Company, which Liens are subordinated to the Liens in favor of the
Collateral Agent in accordance with Article XV hereof.



(c) In the case of any Collateral, Liens arising out of judgments or awards against the
Company or any Subsidiary, in an amount of not more than $5,000,000 in the aggregate, which
judgment or award is vacated, discharged, satisfied or stayed or bonded pending appeal within 60
days from the entry thereof; provided that the Company shall have pledged to the Collateral
Agent, for the benefit of the Banks, without the necessity of any notice or demand, such additional
Collateral under the applicable Collateral Pool under the Collateral Documents having an aggregate
Discounted Value necessary to cause the applicable Borrowing Base to be not less than the aggregate
principal amount of the applicable Clearing Fund Pool Loans or the Company Pool Loans then
outstanding, as the case may be.



(d) Liens for Taxes that are not overdue by more than 30 days or that are being contested in
good faith and with respect to which adequate reserves required in accordance with GAAP have been
set aside on the books of the Company or such Subsidiary, as applicable.



Section 7.9 Additional Clearing Members. Upon any Person becoming a Clearing Member,
no asset of such Clearing Member shall be included in any Clearing Fund Collateral Pool until such
Clearing Member has executed and delivered (i) a supplement to the Security and Pledge Agreement,
substantially in the form of Exhibit A thereto, joining such Clearing Member as a party to the
Security and Pledge Agreement, (ii) a supplement to each applicable Control Agreement joining such
Clearing Member as a party to such Control Agreement to the extent any assets of such Clearing
Member are contained or included in (A) any applicable Collateral Account, (B) any applicable
Company Securities Account, (C) any applicable Clearing Member Securities Account or (D) any
applicable Money Fund Shares and (iii) to the extent that Gold Bullion of such Clearing Member is
pledged by such Clearing Member or is contained in any bullion account subject to a Bullion
Security Agreement, a deed of accession to each applicable Bullion Security Agreement substantially
in the form exhibited thereto or in such other form reasonably acceptable to the Collateral Agent
joining such Clearing Member as a party to such Bullion Security Agreement. If any Clearing Member
becomes a party to any Loan Document and is a member of an exchange which is qualified to clear
trades through the Clearing House other than CME, CBOT or NYMEX, then the Company shall promptly
(upon such Person’s becoming a Clearing Member) update Exhibit G (which it shall be
permitted to do for this purpose) to include the relevant Rules of such exchange for purposes of
the Loan Documents.



Section 7.10 Rule Changes. The Company will not, without the prior written consent of
the Banks, amend, revoke, or rescind any Rule in any manner that would have a materially adverse
effect on the Lien granted to the Collateral Agent in the Collateral or the ability of the
Collateral Agent to enforce any of its rights under the Collateral Documents. Changes to the Rules
may be made that have or could have the effect of decreasing the ability of the Company to pledge
any assets (but not decreasing the ability of the Company to continue the pledge of any assets
currently included in the Borrowing Base for any outstanding Loans) or limit the purposes for which
such assets can be pledged, but any such change shall not affect any Eligible Asset during the
period such asset is pledged as Collateral prior to its withdrawal from the Company Collateral Pool
or any Clearing Fund Collateral Pool, as the case may be.



Section 7.11 Taxes. The Company will, and will cause each Subsidiary to, pay when due
all Taxes, assessments and governmental charges and levies upon it or its income, profits or
property, except those (i) which are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves required in accordance with GAAP have been set aside on the
books of the Company or such Subsidiary, as applicable, or (ii) as to which the failure to pay
would not reasonably be expected to have a Material Adverse Effect.



Section 7.12 Insurance. The Company will, and will cause each Subsidiary to, maintain
with financially sound and reputable insurance companies insurance on all their property in such
amounts and covering such risks as is consistent with sound business practice in the industry, and
the Company will furnish to the Administrative Agent upon request of any Bank information as to the
insurance carried. The Administrative Agent shall furnish such information to each Bank.



Section 7.13 Fundamental Changes. The Company will not merge into or consolidate with
any other Person, unless the Company is the surviving Person, or liquidate or dissolve.



Section 7.14 Collateral Accounts. (a) Within two (2) Business Days of the date of
delivery of any Advance Request, the Company will cause the Collateral identified in the Collateral
Notice associated with such Advance (other than any Collateral in a Company Securities Account and
that portion of the Collateral Pool consisting of Corporate Bonds or Money Fund Shares) to be
transferred into the Collateral Accounts and (b) within three (3) Business Days of the date of
delivery of any Advance Request, the Company will cause that portion of the Collateral identified
in the Collateral Notice associated with such Advance consisting of Corporate Bonds to be
transferred into the Collateral Accounts.



Section 7.15 Sanctions. The Company will not, directly or indirectly, use the
proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any
Subsidiary, joint venture partner or other individual or entity, to fund any activities of or
business with any individual or entity, or in any Designated Jurisdiction, that, at the time of
such funding, is the subject of Sanctions, or in any other manner that will result in a violation
by any individual or entity (including any individual or entity participating in the transaction,
whether as Bank, Arranger, Administrative Agent, Swingline Bank, or otherwise) of Sanctions.



Section 7.16 Anti-Corruption Laws. The Company will, and will cause each Subsidiary
to, conduct its businesses in material compliance with applicable anti-corruption laws and maintain
policies and procedures designed to promote and achieve compliance with such laws in all material
respects. The Company and each Subsidiary will not directly or indirectly use the proceeds of any
Advance for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977,
the UK Bribery Act 2010, or other similar legislation in other applicable jurisdictions.



ARTICLE VIII




DEFAULTS




The occurrence of any one or more of the following events shall constitute a Default:



Section 8.1 Representations and Warranties. Any representation or warranty made, or
deemed made under Section 5.2, by or on behalf of the Company or any Subsidiary to the
Agents or the Banks in this Agreement or in any certificate or written information delivered in
connection with this Agreement or any other Loan Document shall be materially false as of the date
on which made or deemed to have been made.



Section 8.2 Payment Defaults. Nonpayment of the principal of any Loan when due,
nonpayment of interest upon any Loan within five days after the same becomes due or nonpayment of
any commitment fee or other Obligation under any of the Loan Documents within ten days after the
same becomes due.



Section 8.3 Certain Covenant Defaults. (i) Any breach by the Company of any of the
terms required to be observed by it under Section 7.1 (other than Section 7.1(g)),
which is not remedied within five days after the Company receives written notice from any Bank or
the Administrative Agent; (ii) any breach by the Company of any of the terms required to be
observed by it under Section 2.6, 7.2, 7.7, 7.8, 7.10,
7.13, 7.14 or 7.15; or (iii) any material breach by the Company of any of
the other terms or provisions required to be observed by it under Article VII which is not
remedied within five days after the Company receives written notice from any Bank or the
Administrative Agent.



Section 8.4 Other Covenant Defaults. The breach by the Company (other than a breach
which constitutes a Default under Section 8.1, 8.2 or 8.3) of any of the
terms or provisions of this Agreement or any other Loan Document to which such Person is a party
which is not remedied within thirty days after written notice from any Bank or the Administrative
Agent.



Section 8.5 Other Indebtedness. Failure of the Company or any Subsidiary to pay any
principal, premium, or interest when due on or under any Indebtedness having an aggregate principal
amount then outstanding in excess of $25,000,000 and such failure shall continue after any
applicable grace period; or the default by the Company or any Subsidiary in the performance of any
term, provision or condition contained in any agreement under which any such Indebtedness was
created or is governed, which results in such Indebtedness being accelerated or declared to be due
and payable or required to be prepaid, redeemed or defeased (other than by a regularly scheduled
repayment, redemption or defeasance or mandatory prepayment, redemption or defeasance) prior to its
stated maturity.



Section 8.6 Bankruptcy, etc. The Company or any Subsidiary shall (a) have an order
for relief entered with respect to it under the federal bankruptcy code, (b) not pay, or admit in
writing its inability to pay, its debts generally as they become due, (c) make an assignment for
the benefit of creditors, (d) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial
part of its property, (e) institute any proceeding seeking an order for relief under the federal
bankruptcy code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to
file an answer or other pleading denying the material allegations of any such proceeding filed
against it, (f) take any corporate action to authorize or effect any of the foregoing actions set
forth in this Section 8.6 or (g) fail to contest in good faith any appointment or
proceeding described in Section 8.7.



Section 8.7 Involuntary Bankruptcy, etc. Without the application, approval or consent
of the Company or any Subsidiary, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Company or any Subsidiary or any substantial part of its property, or a
proceeding described in Section 8.6(e) shall be instituted against the Company or any
Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of 45 consecutive days.



Section 8.8 Judgments. The Company or any Subsidiary shall fail to pay, bond or
otherwise discharge, within 30 days of the entry thereof, any judgment or order for the payment of
money in an amount greater than $25,000,000 in excess of available insurance coverage (to the
extent the insurer has not denied coverage) or available indemnity coverage (to the extent the
indemnitor has not denied its obligation to indemnify) and which is not stayed on appeal or
otherwise being appropriately contested in good faith.



Section 8.9 Security Interest; Validity. The Collateral Agent, for its benefit, the
benefit of the Administrative Agent and the ratable benefit of the Banks, shall not have a valid
and perfected first priority security interest in the Collateral other than (a) in connection with
any release of Collateral contemplated hereby or by any other Loan Document (or other than to the
extent at any time that such Collateral is not included in any Clearing Fund Collateral Pool and
not subject to a respective control agreement contemplated by Section 5.2(e) through
(k) because such control agreement is not required at such time to be delivered pursuant to
Section 5.2(e) through (k)) or (b) as contemplated by the Security and Pledge
Agreement; or the Company shall assert the invalidity of any such security interest or the
invalidity or unenforceability of any Collateral Document; or any Collateral Document shall be
terminated without the Collateral Agent’s written consent except as contemplated by the Security
and Pledge Agreement.



Section 8.10 CFTC Designation. The Commodity Futures Trading Commission (or its
successor) shall revoke or suspend the designation of the Company as a designated contract market
under the Commodity Exchange Act.



ARTICLE IX




ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES




Section 9.1 Acceleration. If any Default described in Section 8.6 or
8.7 occurs, the obligations of the Banks to make Loans hereunder shall automatically
terminate and the Obligations shall immediately become due and payable without any election or
action on the part of any Bank or the Administrative Agent. If any other Default occurs, and for
so long as it is continuing, the Administrative Agent upon the consent of the Required Banks may,
or upon the direction of the Required Banks shall, terminate or suspend the Aggregate Commitments
of the Banks to make Loans hereunder, or declare the Obligations to be due and payable, or both,
whereupon such Obligations shall become immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which the Company hereby expressly waives. In addition, at
any time after which the Obligations have become due and payable and the obligations of the Banks
to make Loans hereunder have terminated in accordance with this Section 9.1, the Collateral
Agent may, with the consent of the Required Banks (or shall, upon the direction of the Required
Banks), enforce any and all rights and interest created under the Collateral Documents or the UCC,
including, without limitation, foreclosing the security interests created pursuant to the
Collateral Documents by any available judicial procedure, and exercise all other rights and
remedies of the Collateral Agent otherwise available under any other provision of this Agreement,
by operation of law, at equity or otherwise, all of which are hereby expressly preserved and all of
which rights shall be cumulative.



Section 9.2 Amendments. Subject to the provisions of this Section 9.2, the
Required Banks or the Administrative Agent (with the written consent of the Required Banks) and, in
either case, the Company may enter into agreements supplemental hereto for the purpose of adding or
modifying any provisions to the Loan Documents or changing in any manner the rights of the Banks or
the Company hereunder or waiving any Default hereunder; provided, however, that:



(a) no amendment, waiver or modification of any provision of this Agreement shall (i) (x)
change the percentage in the definition of the terms “Required Banks” or “Supermajority Banks” or
any other provision hereof specifying the number or percentage of Banks required to waive, amend or
modify any rights hereunder or give any direction or grant any consent hereunder (other than the
definition specified in clause (y) of this Section 9.2(a)(i)) without the consent of all of
the Banks, or (y) change the percentage in the definition of the term “Required Applicable Banks”
with respect to an Applicable Tranche without the written consent of each Applicable Bank in such
Applicable Tranche, (ii) reduce the principal amount of or extend the scheduled date of payment for
any Advance made by any Bank beyond the Revolving Credit Termination Date, or reduce the rate or
extend the time of payment of interest thereon without the consent of such Bank, (iii) reduce the
rate or extend the time of payment of any commitment fee owed to any Bank without the consent of
such Bank, (iv) adjust the amount of the Applicable Tranche Commitment of any Bank except as
otherwise permitted herein or postpone the scheduled date of expiration of any Applicable Tranche
Commitment without the consent of such Bank, (v) amend Section 2.6, 3.4(b) (solely
with respect to pro rata treatment of payments to the Banks), 4.3 (solely with respect to
pro rata treatment of payments to the Banks), this Section 9.2, or Section 12.1(b)
or (c) without the consent of each Bank directly affected thereby, (vi) extend the
Revolving Credit Termination Date of any Loan made by any Bank without the consent of such Bank,
(vii) permit the Company to assign its rights under this Agreement without the consent of all of
the Banks, (viii) subject to clause (c) below, amend the definition of “Eligible Assets”, “Advance
Rate”, “Concentration Policy”, “Minimum Credit Rating”, “Borrowing Base”, “Clearing Fund Borrowing
Base”, “Company Borrowing Base” and “Discounted Value”, the provisions of Annex I hereto or
Section 5.2(e), (f), (g), (h), (i), (j) or
(k) hereto, in each case without the consent of the Supermajority Banks, (ix) release any
of the Collateral from the Lien granted pursuant to the Collateral Documents to the extent that on
the date of such release the aggregate outstanding principal amount of all Clearing Fund Pool Loans
for the applicable Clearing Business or all Company Pool Loans exceed, or will immediately after
such release and any concurrent redesignation pursuant to Section 2.13 exceed, the
applicable Borrowing Base, other than as permitted by this Agreement or any other Loan Document
(including without limitation Section 2.9 of this Agreement) without the consent of the
Supermajority Banks, (x) amend, modify or waive any provision of Section 2.11 or the
definition of the term “Defaulting Bank” (or the definition of any component thereof) without the
consent of the Required Banks and the Administrative Agent (for the avoidance of doubt, this clause
(x) shall be the only clause in this subsection applicable to any such amendment, modification or
waiver of Section 2.11 or the definition of the term “Defaulting Bank”), (xi) impose any
greater restriction on the ability of any Bank under an Applicable Tranche to assign any of its
rights or obligations hereunder without the written consent of the Required Applicable Banks under
such Applicable Tranche, (xii) amend or modify the provisions of Annex II without the
consent of each Bank committed to fund Loans in the currency being amended or modified adversely
affected thereby, or (xiii) affect the rights or duties under this Agreement of the Applicable
Banks under an Applicable Tranche (but not the Applicable Banks under a different Applicable
Tranche) without the consent of the Administrative Agent and the Applicable Banks that would be
required to consent thereto under this Section if such set of Applicable Banks were the only Banks
hereunder at the time;



(b) the Company may (i) add one or more new Banks or increase an Applicable Tranche Commitment
of an existing Bank, in each case pursuant to Section 2.10 without the consent of any
other Bank and (ii) in connection with the removal or replacement of any Bank in accordance with
Section 2.12, (A) reduce the Aggregate Applicable Tranche Commitments up to the amount of
any Terminated Bank’s Applicable Tranche Commitment without the consent of any other Bank and (B)
add one or more Replacement Banks in accordance with applicable law and the provisions of
Section 11.1(c); provided, however, that each such new Bank or Replacement
Bank shall agree in writing to be bound by the terms of this Agreement;



(c) subject to the consent of the Administrative Agent (which consent shall not be
unreasonably withheld or delayed), the Company may modify the Eligible Assets, Advance Rate, the
Concentration Policy, the Minimum Credit Rating, the Clearing Fund Borrowing Base, the Company
Borrowing Base, the Borrowing Base, Discounted Value or the provisions of Annex I hereto at
any time, without the consent of the Banks, if such modification results in an imposition of a more
restrictive definition of Eligible Assets, Advance Rate, Concentration Policy, Minimum Credit
Rating, Clearing Fund Borrowing Base, Company Borrowing Base, Borrowing Base or Discounted Value or
more restrictive provisions of Annex I than as set forth herein as of the Closing Date;



(d) subject to the consent of the Collateral Agent (which consent shall not be unreasonably
withheld or delayed), the Company may add or remove any Securities Account or money market fund to
or from the schedules to the Security and Pledge Agreement as provided in the Security and Pledge
Agreement or any Control Agreement, or otherwise modify or supplement the Security and Pledge
Agreement to the extent permitted by Section 8.5 of the Security and Pledge Agreement, without the
consent of the Banks; and



(e) subject to the consent of the Collateral Agent and the Administrative Agent (which
consents shall not be unreasonably withheld or delayed) and so long as any such amendment does not
impair the perfection or priority of the Lien of the Collateral Agent on behalf of the Banks in the
respective Collateral subject to such Control Agreement, the Company may amend any Control
Agreement; and



(f) subject to the requirements of Section 2.7, the Company may convert Applicable
Tranche Commitments from one Applicable Tranche to a different Applicable Tranche or add additional
currencies to an Applicable Tranche;



and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Banks required above, affect the
rights or duties of the Administrative Agent under this Agreement; (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Collateral Agent in addition to the Banks
required above, affect the rights or duties of the Collateral Agent under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the respective Applicable
Tranche Swingline Bank in addition to the Banks required above, affect the rights or duties of such
Applicable Tranche Swingline Bank under this Agreement; and (iv) any Fee Letters may be amended, or
rights or privileges thereunder waived, in a writing executed only by the respective parties
thereto. Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right
to approve or disapprove any amendment, waiver or consent hereunder, (and any amendment, waiver or
consent which by its terms requires the consent of all Banks or each affected Bank may be effected
with the consent of the applicable Banks other than Defaulting Banks), except that (x) no
Applicable Tranche Commitment of such Defaulting Bank may be increased or extended without the
consent of such Bank and (y) any waiver, amendment or modification requiring the consent of all
Banks or each affected Bank that by its terms directly affects any Defaulting Bank more adversely
than other directly affected Banks shall require the consent of such Defaulting Bank. The Company
shall promptly deliver a copy to the Administrative Agent of any amendment, waiver or consent which
was not required to be executed by the Administrative Agent pursuant to this Section.



Section 9.3 Preservation of Rights. No delay or omission of any of the Agents or the
Banks to exercise any right under the Loan Documents shall impair such right or be construed to be
a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the
existence of a Default or the inability of the Company to satisfy the conditions precedent to such
Loan shall not constitute any waiver or acquiescence, regardless of whether the Administrative
Agent or any Bank may have had notice or knowledge of such Default at the time. Any single or
partial exercise of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the terms, conditions
or provisions of the Loan Documents whatsoever shall be valid unless the same shall be permitted by
Section 9.2, and then only in the specific instance and for the purpose for which given.
All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall
be available to the Banks until the Obligations have been paid in full and the Aggregate
Commitments have been terminated.



ARTICLE X




THE AGENTS




Section 10.1 Appointment and Authority. Each of the Banks appoints Bank of America,
N.A. to act on its behalf as the Administrative Agent hereunder 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, together with such actions and powers as are reasonably
incidental thereto. Each of the Banks and the Administrative Agent appoints Deutsche Bank Trust
Company Americas to act on its behalf as the Collateral Agent hereunder and authorizes the
Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to
the Collateral Agent by the terms hereof together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of the Agents and
the Banks, and the Company 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
Loan Documents (or any other similar term) with reference to the Administrative Agent or the
Collateral 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. Each Bank hereby authorizes the Collateral Agent to execute each of the
Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank) and
to release any lien in any Collateral if such release is provided for in any Loan Document or is
otherwise consented to in accordance with Section 9.2.



Section 10.2 Rights as a Bank. The Person serving as an Agent hereunder shall have
the same rights and powers in its capacity as a Bank as any other Bank and may exercise the same as
though it were not an Agent and the term “Bank” or “Banks” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as an Agent
hereunder in its capacity as a Bank. Such Person and its Affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if such
Person were not an Agent hereunder and without any duty to account therefor to the Banks.



Section 10.3 Exculpatory Provisions. No Agent shall have any duties or obligations
except those expressly set forth herein or in any other Loan Document and its duties hereunder and
thereunder shall be administrative in nature. Without limiting the generality of the foregoing, no
Agent:



(a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing;



(b) shall have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby that such Agent is required to
exercise as directed in writing by the Required Banks (or such other number or percentage of the
Banks as shall be expressly provided for herein), provided that each Agent may refuse to
perform any duty or exercise any right or power unless it receives indemnity from the Banks
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in
performing such duty or exercising such right or power; provided further that no Agent shall be
required to take any action that, in its opinion or the opinion of its counsel, may expose such
Agent to liability or that is contrary to this Agreement, any Loan Document or applicable law,
including for the avoidance of doubt any action that may be in violation of the automatic stay
under any Federal, state or foreign bankruptcy, insolvency, receivership, or similar law or that
may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation
of any Federal, state or foreign bankruptcy, insolvency, receivership, or similar law; and



(c) shall, except as expressly set forth herein, have any duty to disclose, or shall be liable
for the failure to disclose, any information relating to Holdings, the Company or any of its
Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its
Affiliates in any capacity.



No Agent shall be liable for any action taken or not taken by it (i) with the consent or at
the request of the Required Banks (or such other number or percentage of the Banks as shall be
necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 9.2 and Article IX ) 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. No Agent shall be deemed to have knowledge of any Default unless and
until notice describing such Default is given in writing to such Agent by the Company or a Bank.
Without limitation of any other provision of this Article X, if any provision of this
Agreement or the other Loan Documents is silent or vague (as determined in the good faith of the
applicable Agent), each Agent shall be fully justified in failing or refusing to take any action
under this Agreement or the other Loan Documents if it shall not have received written instruction,
advice or concurrence of the Banks, as it deems appropriate.



No Agent shall be required to expend or risk any of its own funds or otherwise incur any
liability, financial or otherwise, in the performance of any of its duties hereunder or under any
other Loan Document.



No Agent shall 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, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith, (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, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document, (v) the existence, genuineness, value (other than
as expressly provided by Section 1.4 with respect to the Collateral Agent) or protection of
any Collateral, for the legality, effectiveness or sufficiency of any Collateral Document, or for
the creation, perfection, priority, sufficiency or protection of any Liens securing the Secured
Obligations or (vi) the satisfaction of any condition set forth in Article V or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to such Agent.



Upon receipt of any notice of the occurrence of any Default or Unmatured Default described in
Section 7.3, the Administrative Agent will promptly provide notice thereof to the Banks.



For the avoidance of doubt, nothing herein or the other Loan Documents shall require the
Collateral Agent to file financing statements or continuation statements, or be responsible for
maintaining the security interests purported to be created as described herein (except for the safe
custody of any Collateral in its possession and the accounting for moneys actually received by its
hereunder or under any other Loan Document).



Section 10.4 Reliance by Agents. Each 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. Each 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, which by its terms must be fulfilled to the satisfaction of a
Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank unless
the Administrative Agent shall have received notice to the contrary from such Bank prior to the
making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the
Company), 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.



Section 10.5 Delegation of Duties. Each Agent may perform any and all of its duties
and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by
such Agent. Each 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 such Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as such Agent. No Agent shall
be responsible for the negligence or misconduct of any sub-agents except to the extent such Agent
acted with bad faith, gross negligence or willful misconduct in the selection of such sub-agents.



Section 10.6 Resignation or Removal of Agents.



(a) Each Agent may at any time give notice of its resignation to the Banks and the Company.
Further, (i) the Company and the Required Banks may, in the event that an Agent shall become unable
to fulfill any of its duties hereunder (as determined by the Company in its reasonable discretion)
or upon mutual agreement from time to time request another Bank to act as the “Administrative
Agent” or “Collateral Agent”, as applicable, hereunder and (ii) the Company may, in the event that
any Applicable Tranche Commitment of a Bank serving as an Agent hereunder has been terminated by
the Company as permitted by Section 2.12(a) because such Bank was a Defaulting Bank remove
such Bank as an Agent hereunder and request another Bank to act as the “Administrative Agent” or
“Collateral Agent”, as applicable, hereunder (in any such case of clauses (i) and (ii), an “Agent
Removal Request”). Upon receipt of any such notice of resignation, removal or request, the
Required Banks shall have the right, with the consent of the Company (not to be unreasonably
withheld), to appoint a successor, which shall be a bank or trust company with an office in the
United States. If no such successor Agent shall have been so appointed by the Required Banks with
such consent of the Company and shall have accepted such appointment within 30 days after the
retiring or removed Agent gives notice of its resignation (or such earlier day as shall be agreed
by the Company and the Required Banks) or 30 days after such Agent Removal Request (the
“Resignation/Removal Effective Date”), then the retiring or removed Agent may on behalf of the
Banks upon 30 days’ prior written notice to the Company (but shall have no obligation to), appoint
a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust
company with an office in New York, New York and organized under the laws of the United States of
America or any state thereof, having a combined capital and surplus of at least $500,000,000;
provided that, if the applicable Agent shall notify the Company and such Banks that no
qualifying Person has accepted such appointment or if such Agent has elected not to appoint such a
successor Agent, then such resignation or removal shall nonetheless become effective in accordance
with such notice on the Resignation/Removal Effective Date and with effect from the
Resignation/Removal Effective Date (1) the retiring or removed Agent shall be discharged from its
duties and obligations hereunder (except that in the case of any collateral security held by the
Collateral Agent on behalf of the Banks under any of the Loan Documents, the retiring or removed
Collateral Agent shall continue to hold such collateral security until such time as a successor
Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed
to the retiring or removed Agent, all payments, communications and determinations provided to be
made by, to or through such Agent shall instead be made by or to each Bank directly, until such
time as a successor Agent is appointed by the Required Banks or such Agent, as applicable (in each
case, with the consent of Company, not to be unreasonably withheld), as provided for above in this
Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or retired or removed) Agent (other than any rights to indemnity payments or other amounts owed to
the retiring or removed Agent as of the Resignation Effective Date), and the retiring or removed
Agent shall be discharged from all of its duties and obligations as such Agent hereunder (if not
already discharged therefrom as provided above in this Section). The fees payable by the Company
to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After an Agent’s resignation or removal hereunder, the
provisions of this Article and Section 11.8 shall continue in effect for the benefit of
such retiring or removed 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 or removed Agent was
acting as such 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 Loan Documents, including (a) acting
as collateral agent or otherwise holding any collateral security on behalf of any of the Banks and
(b) in respect of any actions taken in connection with transferring the agency to any successor
Agent. Nothing in this Section shall constitute a waiver or release by the Company of any claims
it may have hereunder or under the other Loan Documents as a result of a Bank becoming a Defaulting
Bank.



(b) Further, the Company may, at any time, with the consent of the Administrative Agent (not
to be unreasonably withheld or delayed) remove the Collateral Agent and appoint a Bank (with such
applicable Bank’s consent and which shall be a bank or trust company with an office in the United
States of America or any state thereof) as the successor Collateral Agent. Each such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
removed Collateral Agent (other than any rights to indemnity payments or other amounts owed to the
removed Collateral Agent as of the date of removal of such Collateral Agent) and the removed
Collateral Agent shall be discharged from all of its duties and obligations hereunder (except that
in the case of any collateral security held by the Collateral Agent on behalf of the Banks under
any of the Loan Documents, the removed Collateral Agent shall continue to hold such collateral
security until such time as a successor Collateral Agent is appointed).



(c) The Administrative Agent hereby agrees to provide the Company from time to time at the
Company’s request a list (which may be in electronic form) setting out the names of the Banks as of
the date of such request, their respective Commitments, and the information on record with the
Administrative Agent for delivering notices to the Banks in accordance with Section 13.1(b).



(d) In the event of any such resignation by or removal of Bank of America as Agent pursuant to
this Section, Bank of America may resign and be discharged of its duties as an Applicable Tranche
Swingline Bank; provided that, Bank of America shall retain all the rights, powers and privileges
of an “Applicable Tranche Swingline Bank” provided for hereunder with respect to Applicable Tranche
Swingline Loans made by it and outstanding as of the effective date of such resignation, including
the right to require the Banks to make Applicable Tranche Revolving Loans or fund risk
participations in outstanding Applicable Tranche Swingline Loans pursuant to Section 2.14.



Section 10.7 Non-Reliance on Agents and Other Banks. Each Bank acknowledges that it
has, independently and without reliance upon any Agent or any other Bank 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 Bank also acknowledges that it
will, independently and without reliance upon any Agent or any other Bank 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 related agreement or any document furnished hereunder or thereunder.



Section 10.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Bookrunners, Arrangers or Syndications Agents or Documentation Agents listed on the
cover page hereof shall have any powers, duties or responsibilities under this Agreement, except in
its capacity, as applicable, as the Administrative Agent, the Collateral Agent or a Bank hereunder.
Without limitation of the foregoing, neither the Bookrunners, Arrangers, Syndication Agents or
Documentation Agents in their respective capacities as such shall, by reason of this Agreement or
any other Loan Document, have any fiduciary relationship in respect of any Bank or the Company.



Section 10.9 Administrative Agent May File Proofs of Claim. In case of the pendency
of any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership, or
similar law, or any other judicial proceeding relative to the Company, 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 Company) shall be entitled and empowered, by intervention in such
proceeding or otherwise:



(a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other obligations hereunder 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 Banks
and the Agents (including any claim for the reasonable compensation, expenses, disbursements and
advances of the Banks, the Administrative Agent and the Collateral Agent and their respective
agents and counsel and all other amounts due the Banks, the Administrative Agent and the Collateral
Agent under Section 3.3 and Section 11.8) 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 Bank 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 Banks, to pay to the Administrative Agent and the Collateral Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and the Collateral Agent and their respective agents and counsel, and any
other amounts due the Administrative Agent and the Collateral Agent under Section 3.3 and
Section 11.8. Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of
reorganization, arrangement, adjustment or composition affecting the obligations hereunder or the
rights of any Bank to authorize the Administrative Agent to vote in respect of the claim of any
Bank in any such proceeding.



The Banks hereby irrevocably authorize the Collateral Agent, at the direction of the Required
Banks (and the Administrative Agent), to credit bid all or any portion of the Obligations
(including accepting some or all of the Collateral in satisfaction of some or all of the Secured
Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase
(either directly or through one or more acquisition vehicles) all or any portion of the Collateral
(a) at any sale thereof conducted under the provisions of the bankruptcy code of the United States,
including under Sections 363, 1123 or 1129 of the bankruptcy code of the United States, or any
similar laws in any other jurisdictions to which the Company is subject, (b) at any other sale or
foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the
direction of) the Collateral Agent (whether by judicial action or otherwise) in accordance with any
applicable law.  In connection with any such credit bid and purchase, the Obligations owed to the
Banks shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with
respect to contingent or unliquidated claims receiving contingent interests in the acquired assets
on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to
the liquidated portion of the contingent claim amount used in allocating the contingent interests)
in the asset or assets so purchased (or in the equity interests or debt instruments of the
acquisition vehicle or vehicles that are used to consummate such purchase).  In connection with any
such bid (i) the Collateral Agent with the consent of the Administrative Agent shall be authorized
to (A) form one or more acquisition vehicles to make a bid, (B) to adopt documents providing for
the governance of the acquisition vehicle or vehicles (provided that any actions by the Collateral
Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets
or equity interests thereof shall be governed, directly or indirectly, by the vote of the Required
Banks and the Administrative Agent, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Banks contained in Section 9.2
of this Agreement), and (C) to assign the relevant Obligations to any such acquisition vehicle pro
rata by the Banks, as a result of which each of the Banks shall be deemed to have received a pro
rata portion of any equity interests and/or debt instruments issued by such an acquisition vehicle
on account of the assignment of the Obligations to be credit bid, all without the need for any Bank
or acquisition vehicle to take any further action, and (ii) to the extent that Obligations that are
assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result
of another bid being higher or better, because the amount of Obligations assigned to the
acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise),
such Obligations shall automatically be reassigned to the Banks pro rata and the equity interests
and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had
been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any
Banks or any acquisition vehicle to take any further action.



Section 10.10 Reimbursement and Indemnification. The Banks severally agree to
reimburse and indemnify each Agent and its Related Parties ratably in proportion to the aggregate
amounts of their respective Applicable Tranche Commitments (determined as of the time that the
applicable unreimbursed expense or payment is made), to the extent not paid or reimbursed by the
Company, and without relieving the Company of the obligation to do so (i) for any amounts for which
such Agent, acting in its capacity as Agent, is entitled to reimbursement by the Company hereunder
or under any other Loan Document and (ii) for any other reasonable and documented out-of-pocket
expenses (including reasonable attorneys’ fees, disbursements and time charges of attorneys)
incurred by such Agent, in its capacity as Agent and acting on behalf of the Banks, in connection
with the administration and enforcement of this Agreement and the other Loan Documents, provided
that in each case of this clause (ii), the Banks shall only be required to reimburse the reasonable
fees, disbursements and other charges of one separate counsel for each Agent and, if necessary, one
separate local counsel for each Agent in each appropriate jurisdiction (and in the case of
different defenses or conflicts of interest (as determined by the affected Agents in their
reasonable discretion), additional counsel for the affected Agents taken as a whole), except in
each case, for any amounts or expenses that arise as a result of the gross negligence or willful
misconduct of such Agent as determined by a final judgment of a court of competent jurisdiction.



Section 10.11 Rights of Agents. The benefits, privileges and other rights provided to
any Agent set forth in this Article X shall apply to (and not be limited by) any other Loan
Document.



ARTICLE XI




GENERAL PROVISIONS SECTION




Section 11.1 Successors and Assigns; Participating Interests.



(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, provided that (i) the Company
may not assign or otherwise transfer any of its rights or obligations under this Agreement except
as provided in Section 9.2 (and any attempted assignment or transfer by the Company shall
be null and void) and (ii) no Bank may assign or otherwise transfer any of its rights or
obligations under this Agreement except in accordance with this Section 11.1.



(b) Any Bank may, in accordance with applicable law, at any time sell to one or more banks,
financial institutions or other entities (“Participants”) participating interests in any Applicable
Tranche Revolving Loan owing to such Bank, any Applicable Tranche Commitment of such Bank or any
other interest of such Bank hereunder. In the event of any such sale by a Bank of participating
interests to a Participant, such Bank’s obligations under this Agreement to the other parties to
this Agreement shall remain unchanged, such Bank shall remain solely responsible for the
performance thereof and the Company and each Agent shall continue to deal solely and directly with
such Bank in connection with such Bank’s rights and obligations under this Agreement and the other
Loan Documents. Any agreement or instrument pursuant to which a Bank sells such a participating
interest shall provide that such Bank shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this Agreement and in no event
shall a Bank that sells a participating interest be obligated to the Participant to take or refrain
from taking any action hereunder or under any of the other Loan Documents except that such Bank may
agree that it will not, without the consent of such Participant, agree to (A) reduce the principal
of, or interest payable on (or reduce the rate of interest applicable to), the Loans of such Bank
or any fees or other amounts payable to such Bank hereunder which, in each case, are related to the
participating interest sold to such Participant or, (B) postpone the date fixed for any payment of
the principal of, or interest on, the Loans of such Bank or other amounts payable to such Bank
hereunder which, in each case, are related to the participating interest sold to such Participant.
The Company agrees that each Participant shall be entitled to the benefits of Sections 11.3
and 11.8(b) to the same extent as if it were a Bank and had acquired its interest by
assignment pursuant to subsection (c) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Section 2.12 as if it were an
assignee under paragraph (c) of this Section and (B) shall not be entitled to receive any greater
payment under Sections 11.3 and 11.8(b), with respect to any participation, than
the Bank from whom it acquired the applicable participation would have been entitled to receive;
provided further that a Participant that would be a Foreign Bank if it were a Bank
shall not be entitled to the benefits of Section 11.3 unless the Company is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the Company,
to comply with Section 11.3 as though it were a Bank.




(ii) Each Bank that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Company, 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 this Agreement (the
“Participant Register”); provided that no Bank shall have any obligation to disclose
all or any portion of the Participant Register to any Person (including the identity of any
Participant or any information relating to a Participant’s interest in any Applicable
Tranche Commitment, or Loans or its other obligations under any Loan Document) except to the
extent that such disclosure is necessary to establish that such Applicable Tranche
Commitment, or, Revolving Loan 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 Bank 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.



(c) Any Bank may (or in accordance with Section 11.3(h) shall), in accordance with
applicable law, and with the consent of the Company (such consent not to be unreasonably withheld
and, in the absence of notice to the contrary, such consent shall be deemed granted ten days after
notice to the Company of any contemplated assignment) and the Administrative Agent (such consent
not to be unreasonably withheld or delayed), at any time assign to one or more financial
institutions (all such financial institutions, collectively, “Assignees”) all or any part of any of
its Applicable Tranche Commitments (and related Applicable Tranche Revolving Loans) or if the
Aggregate Applicable Tranche Commitments have been terminated, its Loans under such Applicable
Tranche (as the case may be), pursuant to an assignment agreement (an “Assignment Agreement”),
executed by such Assignee and such Bank and delivered to the Company and each Agent;
provided that the consent of the Company (and the consent of the Administrative Agent,
solely with respect to clauses (B) and (C)) to any such assignment shall not be required if (A) a
Default under any of Sections 8.2, 8.6 or 8.7 has occurred and is
continuing, (B) the assignment is by a Bank to an Affiliate of such Bank or another existing Bank
or an Affiliate of such other existing Bank which is a bank in the ordinary course of business or
(C) the assignment (including any pledge) is by any Bank of its Loans and its rights hereunder with
respect thereto to any Federal Reserve Bank. Upon such execution and delivery of an Assignment
Agreement, from and after the effective date as specified therein, (x) the Assignee thereunder
shall be a party hereto and shall be bound by the provisions hereto and, to the extent provided in
such Assignment Agreement, shall have the rights and obligations of a Bank hereunder, with respect
to its Applicable Tranche Commitment as set forth in such Assignment Agreement, and (y) the
transferor Bank thereunder shall, to the extent provided in such Assignment Agreement, be released
from its obligations under this Agreement with respect to its Applicable Tranche Commitments being
assigned (and, in the case of an Assignment Agreement covering all or the remaining portion of a
transferor Bank’s rights and obligations under this Agreement, such transferor Bank shall cease to
be a party hereto, but shall continue to be entitled to the benefits, and subject to the
limitations, of Sections 2.14, 3.4(b), 4.3, 11.3, 11.8,
12.1(b) and 12.1(c) (to the extent such obligations arose prior to the effective
date of such Assignment Agreement)). Upon delivery of the Assignment Agreement to the Company and
each Agent, the Company, each Agent and the Banks shall treat the Assignee as the owner of the
Loans under the Applicable Tranche and the Applicable Tranche Commitment, recorded therein for all
purposes of this Agreement. Except in the case of an assignment of the entire remaining amount of
the assigning Bank’s Applicable Tranche Commitment under an Applicable Tranche or Loans under an
Applicable Tranche, the amount of the Applicable Tranche Commitment under an Applicable Tranche or
Loans under an Applicable Tranche of the assigning Bank subject to each such assignment (determined
as of the date the Assignment Agreement with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $25,000,000 and each continuing assigning Bank shall
retain an Applicable Tranche Commitment of not less than $25,000,000, unless each of the Company
and the Administrative Agent otherwise consent, provided that no such consent of the
Company shall be required if a Default under any of Sections 8.2, 8.6 or
8.7 has occurred and is continuing. Any assignment or transfer by a Bank that does not
comply with this Section 11.1 shall be treated for purposes of this Agreement as a sale by
such Bank of a participating interest in such rights and obligations in accordance with
subsection 11.1(b).



(d) On the effective date specified in any Assignment Agreement, or as soon as possible
thereafter, the Company shall, upon request of an Assignee, execute and deliver to such applicable
Assignee a new Note payable to such Assignee reflecting the Applicable Tranche Commitment and
outstanding Loans under the Applicable Tranche obtained by it pursuant to such Assignment Agreement
and, if the transferor Bank has retained an Applicable Tranche Commitment and Loans hereunder, upon
request of such transferor Bank, a new Note in exchange for any applicable Note held by the
transferor Bank (which existing Note shall be surrendered to the Company) payable to the transferor
Bank reflecting the Applicable Tranche Commitment and outstanding Loans thereunder retained by it
hereunder. Such new Notes shall be dated the effective date of the Assignment Agreement as
specified therein, and (if requested as described above) include reference to the Applicable
Tranche Commitment and shall otherwise be in the form of the Note replaced thereby. The Note
surrendered by the transferor Bank shall be returned by the transferor Bank to the Company marked
“canceled”. The Administrative Agent, acting for this purpose as an agent of the Company, shall
maintain at one of its offices a copy of each Assignment Agreement delivered to it and a register
for the recordation of the names and addresses of the Banks, and the Applicable Tranche Commitment
of, and principal amount (and stated interest) of the Loans owing under each Applicable Tranche to,
each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the Company, the Administrative Agent and the Banks shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as the owner of its
interest therein, as indicated in the Register, for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Company and any
Bank, at any reasonable time and from time to time upon reasonable prior notice.



(e) The Company authorizes each Bank to disclose to any Participant or Assignee and any
prospective Participant or Assignee any and all financial and other information in such Bank’s
possession concerning the Company which has been delivered to such Bank by or on behalf of the
Company pursuant to this Agreement; provided that such Participant or Assignee or prospective
Participant or Assignee agrees to be bound by the confidentiality provisions contained in
Section 11.11.



(f) If, pursuant to this Section 11.1, any interest in this Agreement or any Loan is
transferred to any Assignee which is organized under the laws of any jurisdiction other than the
United States or any state thereof, such Assignee, concurrently with the effectiveness of such
transfer and becoming a party to this Agreement pursuant to the applicable Assignment Agreement
shall, (i) represent to the transferor Bank (for the benefit of the transferor Bank, each Agent and
the Company) that under applicable law and treaties then in effect no United States federal taxes
will be required to be withheld by any Agent, the Company or the transferor Bank with respect to
any payments to be made to such Assignee hereunder, (ii) furnish to the Company the documentation
described in Section 11.3(f), (wherein such Assignee claims entitlement to complete
exemption from U.S. federal withholding tax on all payments hereunder) and (iii) agree to otherwise
comply with the terms of Section 11.3(f).



(g) Notwithstanding anything to the contrary contained in this Section 11.1 no Bank
may assign or sell participating interests, or otherwise syndicate all or any portion of such
bank’s interests under this Agreement or any other Loan Document (i) to any Person who is
(x) listed on the Specially Designated Nationals and Blocked Persons List (the “SDN List”)
maintained by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) and/or on
any other similar list maintained by the OFAC pursuant to any authorizing statute, executive order
or regulation or (y) either (A) included within the term “designated national” as defined in the
Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under Sections 1(a), 1(b),
1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or
similarly designated under any related enabling legislation or any other similar executive orders,
(ii) in the case of any assignment of an Applicable Tranche Commitment or Loan in any currency to
any Person who cannot adhere to the timing of funding requirements set forth in Annex II with
respect to such Alternative Currency within such Applicable Tranche, (iii) to the Company or any of
the Company’s Affiliates or Subsidiaries, (iv) to any Person who is a natural person or (v) to any
Person who is a Defaulting Bank or any of its Subsidiaries, or any Person who, upon becoming a Bank
hereunder, would constitute any of the foregoing Persons described in this clause (v).



(h) The transferor Bank shall pay to the Administrative Agent for its own account a processing
and recording fee of $3,500. Upon its receipt of a duly completed Assignment Agreement executed by
an assigning Bank and an Assignee, the Assignee’s completed Administrative Questionnaire (unless
the assignee shall already be a Bank hereunder), the processing and recordation fee referred to in
this subsection 11.1(h) and any written consent to such assignment required by
subsection 11.1(c), the Administrative Agent shall accept such Assignment Agreement and
record the information contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided in this
subsection 11.1(h).



(i) Any Bank may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Bank, including without limitation any
pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank
having jurisdiction over such Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee
or assignee for such Bank as a party hereto.



(j) In connection with any assignment of rights and obligations of any Defaulting Bank
hereunder, no such assignment shall be effective unless and until, in addition to the other
conditions thereto set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof
as appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of the
Company and the Administrative Agent, the applicable pro rata share of Loans previously requested
but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such
Defaulting Bank to any Agent or any Bank hereunder (and interest accrued thereon) and (y) acquire
(and fund as appropriate) its full pro rata share of all Loans and participations in Applicable
Tranche Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank
hereunder shall become effective under applicable law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all
purposes of this Agreement until such compliance occurs.



Section 11.2 Survival. All representations and warranties of the Company contained in
this Agreement shall survive the making of the Loans herein contemplated. The provisions of
Sections 10.10, 11.3, 11.8, 12.1(b) and 12.1(c) and
Article X shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination
of the Aggregate Commitments, the termination of this Agreement or any provision hereof, or the
resignation, replacement or removal of the Administrative Agent.



Section 11.3 Taxes.



(a) All payments to any Bank made under any Loan Document shall be made free and clear of, and
without deduction for any Taxes, except as required pursuant to applicable law; provided
that, subject to the other provisions of this Section 11.3, if the Company shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased by the amount (the “Additional Amount”) necessary so that after making
all required deductions (including deductions applicable to additional sums described in this
paragraph) such Bank receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
In addition, to the extent not paid in accordance with the preceding sentence, the Company shall
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.



(b) Subject to subsection (g) below, the Company shall indemnify each Bank for
Indemnified Taxes and Other Taxes paid by such Bank, provided, however, that the Company shall not
be obligated to make payment to any Bank in respect of penalties, interest and other similar
liabilities attributable to such Indemnified Taxes or Other Taxes if such penalties, interest or
other similar liabilities are reasonably attributable to the gross negligence or willful misconduct
of such Bank.



(c) If a Bank shall become aware that it is entitled to claim a refund from a Governmental
Authority in respect of Indemnified Taxes or Other Taxes paid by the Company pursuant to this
Section 11.3, including Indemnified Taxes or Other Taxes as to which it has been
indemnified by the Company, or with respect to which the Company has paid Additional Amounts
pursuant hereto, it shall promptly notify the Company of the availability of such refund claim and,
if such Bank determines in good faith that making a claim for refund will not have a material
adverse effect on its taxes or business operations, shall, within 30 days after receipt of a
request by the Company, make a claim to such Governmental Authority for such refund at the
Company’s expense. If a Bank receives a refund in respect of any Indemnified Taxes or Other Taxes
paid by the Company pursuant hereto, it shall within 30 days from the date of such receipt pay over
such refund to the Company (but only to the extent of Indemnified Taxes or Other Taxes paid
pursuant to hereto, including indemnity payments made or Additional Amounts paid, by the Company
under this Section 11.3 with respect to the Indemnified Taxes or Other Taxes giving rise to
such refund), net of all out of pocket expenses of such Bank and without interest (other than
interest paid by the relevant Governmental Authority with respect to such refund). This Section
shall not be construed to require the Administrative Agent or any Bank to make available its tax
returns (or any other information relating to its taxes which it deems confidential) to the Company
or any other Person.



(d) If any Bank is or becomes eligible under any applicable law, regulation, treaty or other
rule to a reduced rate of taxation, or a complete exemption from withholding, with respect to
Indemnified Taxes or Other Taxes on payments made to it by the Company, such Bank shall, upon the
request of the Company or the Administrative Agent, complete and deliver from time to time any
certificate, form or other document requested by the Company or the Administrative Agent, the
completion and delivery of which are a precondition to obtaining the benefit of such reduced rate
or exemption, provided that the taking of such action by such Bank, would not, in the
reasonable judgment of such Bank be disadvantageous or prejudicial to such Bank or inconsistent
with its internal policies or legal or regulatory restrictions. Subject to the above proviso, for
any period with respect to which a Bank has failed to provide any such certificate, form or other
document requested by the Company or the Administrative Agent, such Bank shall not be entitled to
any payment under this Section 11.3 in respect of any Indemnified Taxes or Other Taxes that
would not have been imposed but for such failure.



(e) Each Bank organized under the laws of a jurisdiction in the United States, any State
thereof or the District of Columbia (each such Bank, a “US Bank”) shall (i) deliver to the Company
and the Administrative Agent, upon execution hereof (or, with respect to Persons becoming Banks
hereunder by assignment, upon execution of the relevant assignment agreement), two original copies
of United States Internal Revenue Service Form W-9 or any successor form, properly completed and
duly executed by such Bank, certifying that such Bank is exempt from United States backup
withholding Tax on payments of interest made under the Loan Documents and (ii) thereafter, at each
time when it is so reasonably requested in writing by the Company or the Administrative Agent or at
such time the Bank becomes aware of the invalidity or obsolescence of a previously delivered form,
deliver within a reasonable time two original copies of an updated Form W-9 or any successor form
thereto. Notwithstanding the provisions of subsection (a) and (b) above, the Company shall not be
required to indemnify a US Bank to the extent the obligation to pay such indemnity payment or
Additional Amounts would not have arisen but for a failure by such US Bank to comply with this
subsection (e), except to the extent such Bank’s assignor (if any) was entitled, at the time
of assignment, to receive additional amounts from the Company under this subsection
11.3(e).



(f) Each Bank, Agent and other Person receiving payments under this Agreement that is
organized under the laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia (each such Bank, a “Foreign Bank”) that is entitled to an exemption from or
reduction of withholding Tax under the laws of the jurisdiction in which the Company is located, or
any treaty to which such jurisdiction is a party, with respect to payments under the Loan Documents
shall deliver to the Company and the Administrative Agent, upon execution hereof (or, with respect
to Persons becoming Banks hereunder by assignment, upon execution of the relevant assignment
agreement), such properly completed and duly executed documentation prescribed by applicable law or
reasonably requested by the Company or the Administrative Agent as will permit such payments to be
made without withholding or at a reduced rate, unless in the good faith opinion of the Foreign Bank
such documentation would expose the Foreign Bank to any material adverse consequences or risk or is
inconsistent with its internal policies or legal or regulatory restrictions, it being understood
that the completion of an Internal Revenue Service Form W-8BEN-E, W-8IMY or W-ECI by a Foreign
Bank, as applicable, as of the date of this Agreement, shall not be considered to be inconsistent
with such Foreign Bank’s internal policies or legal or regulatory restrictions or expose such
Foreign Bank to a material adverse consequence. Such documentation shall be delivered by each
Foreign Bank on or before the date it becomes a Bank and on or before the date, if any, such
Foreign Bank changes its applicable lending office by designating a different lending office with
respect to its Loans (a “New Lending Office”). In addition, each Foreign Bank shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign
Bank.



If a payment made to a Bank would be subject to United States federal withholding tax imposed
by FATCA if such Bank 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 Bank
shall deliver to the Company and the Administrative Agent at the time or times prescribed by
applicable law and at such time or times reasonably requested by the Company or the Administrative
Agent such documentation prescribed by FATCA or other provisions of applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Company or the Administrative Agent as may be necessary for the Company and the
Administrative Agent to comply with their obligations under FATCA and to determine that such Bank
has complied with its obligations under FATCA or to determine the amount to deduct and withhold
from such payment. For purposes of this Section 11.3, the term “FATCA” shall include any
amendments made to FATCA after the date of this Agreement and the term “applicable law” includes
FATCA.



Each Agent and Bank (and, in the case of a Foreign Bank, its lending office), represents that
on the date hereof, payments made hereunder by the Company to it would not be subject to United
States federal withholding tax.



(g) Notwithstanding the provisions of subsection (a) and (b) above, the
Company shall not be required to indemnify any Foreign Bank, or to pay any Additional Amounts to
any Foreign Bank, in respect of United States federal withholding tax pursuant to subsection
(a) or (b) above, (A) to the extent that the obligation to withhold amounts with
respect to United States federal withholding tax existed on the date such Foreign Bank became a
Bank, became a party hereto or otherwise acquired its interest herein or in the case of a Foreign
Bank that after becoming a party hereto changes its classification for United States federal income
tax purposes under Section 7701 of the Code, United States federal withholding tax that exists on
the date such change in entity classification is effective, except to the extent that such Bank’s
assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the
Company or such Bank was entitled, immediately prior to such change in entity classification
becoming effective, to receive additional amounts from the Company; (B) with respect to a change by
such Foreign Bank of the jurisdiction in which it is organized, incorporated, controlled or
managed, or in which it is doing business, from the date such Foreign Bank changed such
jurisdiction, but only to the extent that such withholding tax exceeds any withholding tax that
would have been imposed on such Bank had it not changed the jurisdiction in which it is organized,
incorporated, controlled or managed, or in which it is doing business; or (C) to the extent that
the obligation to pay such indemnity payment or Additional Amounts would not have arisen but for a
failure by such Foreign Bank to comply with the provisions of Section 11.3(d) or
(f).



(h) If any Bank requests compensation under this Section 11.3, or if the Company is
required to pay any additional amount to any Governmental Authority for the account of any Bank
pursuant to this Section 11.3, then such Bank 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 with the object of avoiding
or eliminating the amounts payable pursuant to this Section 11.3, provided that
such designation or assignment shall be on such terms that such Bank and its lending office, in
such Bank’s sole judgment, suffer no economic, legal, regulatory or other disadvantage and would
not otherwise be disadvantageous to such Bank. The Company hereby agrees to pay all reasonable
costs and expenses incurred by any Bank in connection with any such designation or assignment.



If any Bank requests compensation under this Section 11.3, or if the Company is required to
pay any additional amount to any Governmental Authority for the account of any Bank pursuant to
this Section 11.3, then the Company may, at its sole expense and effort, upon notice to
such Bank, require such Bank to assign and delegate, without recourse, in accordance with and
subject to the restrictions contained in Section 11.1, all of such Bank’s interests, rights
and obligations under this Agreement to one or more assignees that shall assume such obligations
(which assignee or assignees may be one or more other Banks); provided that (i) such Bank
shall have received payment of an amount equal to the outstanding principal of its Loans, accrued
and unpaid interest thereon, accrued and unpaid fees and all other amounts payable to it hereunder
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Company (in the case of all other amounts) and (ii) such assignment will result in a reduction
in such compensation or payments. A Bank shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply.



A certificate of the relevant Bank setting forth the basis for any amounts (and the calculation
thereof and methodology in calculating, each in reasonable detail) claimed under this Section
11.3 shall be delivered to the Company and the Administrative Agent and shall be conclusive
absent manifest error. Failure or delay on the part of a Bank to demand compensation of any amount
under this Section shall not constitute a waiver of such Bank’s right to demand such compensation;
provided that the Company shall not be required to compensate any such Bank for any amounts
claimed under this Section that are incurred more than 90 days prior to the date that such Bank
notifies the Company of the circumstances giving rise to such amounts and such Bank’s intention to
claim compensation therefor; provided, further, that if the circumstances giving rise to such
amounts have retroactive effect, then the 90-day period referred to above shall be extended to
include the period of retroactive effect thereof.



Each Bank agrees that if any form or certification it previously delivered pursuant to this
Section 11.3 expires or becomes obsolete or inaccurate in any respect, it shall update such
form or certification or promptly notify the Company and the Administrative Agent in writing of its
legal inability to do so.




(i) Any payment required to be made by the Company to any Bank under this Section
11.3 shall be deemed an Obligation and be secured by the Collateral.



Section 11.4 Choice of Law; Jurisdiction. THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK. The Company and the Banks hereby irrevocably submit to the exclusive
jurisdiction of any United States federal or New York state court sitting in New York, New York in
any action or proceedings arising out of or relating to any Loan Documents and the Company and the
Banks hereby irrevocably agree that all claims in respect of such action or proceeding may be heard
and determined in any such 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 shall affect any
right that any Agent or any Bank may otherwise have to bring any action or proceeding relating to
this Agreement against the Company or its properties in the courts of any jurisdiction. Each party
irrevocably consents to service of process in the manner provided for notices in
Section 13.1. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.



Section 11.5 Headings. Section headings in the Loan Documents are for convenience of
reference only, and shall not govern the interpretation of any of the provisions of the Loan
Documents.



Section 11.6 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Company and the Banks and supersede all prior agreements and understandings
among the Company and the Banks relating to the subject matter thereof.



Section 11.7 Several Obligations. The respective obligations of the Banks hereunder
are several and not joint and no Bank shall be the partner or agent of any other. The failure of
any Bank to perform any of its obligations hereunder shall not relieve any other Bank from any of
its obligations hereunder.



Section 11.8 Expenses; Indemnification, Increased Costs; Damage Waiver.



(a) The Company shall reimburse (i) the Administrative Agent and the Arrangers for any and all
reasonable and documented costs and out-of-pocket expenses (including reasonable attorneys’ fees
and time charges of attorneys) paid or incurred by the Administrative Agent or such Arranger in
connection with the syndication of the credit facility provided for herein, (ii) the Administrative
Agent for any and all reasonable and documented costs and out-of-pocket expenses (including
reasonable attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by the
Administrative Agent in connection with the preparation and administration of this Agreement and
the other Loan 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),
provided that in each case of this clauses (i) and (ii), the Company shall only be required
to reimburse the reasonable fees, disbursements and other charges of one counsel for the
Administrative Agent and, if necessary, one local counsel in each appropriate jurisdiction, (iii)
the Collateral Agent for any and all reasonable and documented costs and out-of-pocket expenses
(including reasonable and documented attorneys’ fees, disbursements and time charges of attorneys)
paid or incurred by the Collateral Agent in connection with its role as Collateral Agent under this
Agreement and the other Loan Documents as agreed between the Company and the Collateral Agent, and
any and all reasonable costs and out-of-pocket expenses (including reasonable and documented
attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by the Collateral
Agent in connection with any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated),
provided that in each case of this clause (iii), the Company shall only be required to
reimburse the reasonable fees, disbursements and other charges of one counsel for the Collateral
Agent and, if necessary, one local counsel in each appropriate jurisdiction and (iv) each Agent and
each Bank for any and all reasonable and documented costs and out-of-pocket expenses (including
reasonable attorneys’ fees, disbursements and time charges of attorneys) paid or incurred by such
Agent or such Bank, as applicable, in connection with the collection, liquidation and enforcement
of the Loan Documents and/or the Collateral in connection with a Default which has occurred;
provided that in each case of this clause (iv), the Company shall only be required to
reimburse the reasonable fees, disbursements and other charges of one counsel for the Agents and
the Banks and, if necessary, one local counsel in each appropriate jurisdiction (and in the case of
different defenses or conflict of interest (as determined by the affected Agents or Banks in their
reasonable discretion), additional counsel for the affected Agents or Banks taken as a whole). The
Company further agrees to indemnify each Agent, each Bank and each Related Party of any of the
foregoing Persons (each an “Indemnified Party”) against all losses, claims, damages, penalties,
judgments and liabilities which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or thereby or the direct
or indirect application or proposed application of the proceeds of any Loan hereunder and to
reimburse each Indemnified Party promptly upon demand for all reasonable documented out-of-pocket
expenses (including, without limitation, the reasonable documented fees and disbursements of one
counsel (selected by the Administrative Agent) to the Indemnified Parties, taken as a whole, and in
the case of a conflict of interest (as determined by the affected Administrative Agent, Collateral
Agent, or Banks in their reasonable discretion), one additional counsel to all affected conflicted
Indemnified Parties similarly situated, taken as a whole (and, if reasonably necessary, of one
local counsel and one applicable regulatory counsel in each relevant material jurisdiction to all
such Indemnified Parties, taken as a whole)) in connection therewith, including reasonable
documented out-of-pocket costs in connection with the preparation of a defense in connection
therewith (all of the foregoing being collectively referred to as “Indemnified Amounts”),
excluding, however, in all of the foregoing instances, Indemnified Amounts (i) found by a court of
competent jurisdiction in a final non-appealable judgment to have resulted from the bad faith,
gross negligence or willful misconduct on the part of the Indemnified Party seeking
indemnification, (ii) consisting of taxes for which an indemnification is provided or specifically
excluded from indemnification pursuant to Section 11.3, (iii) resulting from a material
breach of the obligations of such Indemnified Party under any Loan Document, if the Company has
obtained a final, non-appealable judgment in its favor on such claim as determined by a court of
competent jurisdiction or (iv) arising out of a claim that does not involve an act or omission of
the Company or its Subsidiaries and that is solely among Indemnified Parties (other than disputes
involving claims against any Person in its capacity as, or fulfilling its role as, an arranger,
swingline lender or administrative, collateral or syndication agent or similar role in respect of
the Loan Documents).



(b) If, after the date hereof, any law or any governmental rule, regulation, policy, guideline
or directive (whether or not having the force of law) is adopted, or there is any change in the
interpretation or administration thereof (provided that (i) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof and (ii) all requests,
rules, guidelines, requirements and 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 a change in law if enacted, adopted, issued or implemented after December 10,
2011), or the compliance by any Bank with such (any such event described above, a “Change in Law”),
which, in any case, affects the amount of capital or liquidity required or expected to be
maintained by such Bank or any entity controlling such Bank, and such Bank reasonably determines
the amount of capital or liquidity required is increased by or based upon the existence of this
Agreement or any of its Applicable Tranche Commitments hereunder and such increased capital or
liquidity results in increased costs to such Bank, then, such Bank shall notify the Company of such
fact and shall provide a reasonably detailed description of such increased costs in the notice
(“Increased Cost Notice”), together with documentation from the relevant regulatory body setting
forth such increased capital requirement, and the Company shall, in its sole discretion, determine
whether to terminate such Bank’s Applicable Tranche Commitment (as the case may be) in accordance
with Section 2.12. The Company will pay to such Bank such additional amount or amounts as
will compensate such Bank for any such increase of cost suffered pursuant to this Section
11.8(b). Any payment required to be made by the Company under this Section 11.8(b)
shall be deemed an Obligation and be secured by the Collateral.



(c) Except with respect to Taxes, which shall be governed solely and exclusively by
Section 11.3, if any Change in Law reasonably determined by the applicable Bank to be
applicable 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 Bank; or




(ii) impose on any Bank, the London interbank market, the Canadian interbank market or
any other interbank market applicable to any Applicable Reference Rate, any other condition
affecting this Agreement or Alternative Currency Rate Loans made by such Bank or
participation therein;



and the result of any of the foregoing shall be to increase the cost to such Bank of making or
maintaining any Alternative Currency Rate Loan (or of maintaining its obligation to make any such
Alternative Currency Rate Loan) by an amount deemed by such Bank to be material or to reduce the
amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Bank to be material, then the Company will pay to such Bank,
such additional amount or amounts as will compensate such Bank, subject to Section 2.12,
for such additional costs incurred or reduction suffered. Any payment required to be made by the
Company under this Section 11.8(c) shall be deemed an Obligation and be secured by the
Collateral.



(d) If (i) the Administrative Agent determines (which determination shall be conclusive
absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for determining or charging interest rates based upon the Applicable
Reference Rate other than the Federal Funds Rate or clause (b) of the definition of “Federal Funds
Rate” with respect to Loans in an Applicable Tranche or (ii) the Administrative Agent is advised by
the Banks constituting Required Applicable Banks that, in the good faith determination of such
Banks, Applicable Reference Rate with respect to Loans in an Applicable Tranche other than clause
(a) of the definition of Federal Funds Rate will not adequately and fairly reflect the cost to such
Banks (or Bank) of making or maintaining their Loans (or its Loan) included in the applicable
Advance, then the Administrative Agent shall give notice thereof to the Company and the Banks by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Company and the Banks that the circumstances giving rise to such notice no longer
exist, (x) if any Advance Request requests a Loan in an Alternative Currency, such Advance shall be
made as an Advance in U.S. Dollars, (y) any obligation of any Bank to make or continue Loans in any
affected Alternative Currency shall be suspended and (z) in the event of a determination described
in the preceding sentence with respect to the LIBOR component of the Federal Funds Rate, the
utilization of the LIBOR component in determining the Federal Funds Rate shall be suspended, in
each case until the Administrative Agent (in its discretion or upon the instruction of the Required
Banks) revokes such notice.



(e) If any Bank shall notify the Administrative Agent and the Company that the introduction of
or any change in or in the interpretation of any law or regulation makes it unlawful, or any
central bank or Governmental Authority asserts that it is unlawful for any Bank or its applicable
lending office to make, maintain or fund Loans in an Alternative Currency, or to determine or
charge interest rates based upon an Applicable Reference Rate or any Governmental Authority has
imposed material restrictions on the authority of such Bank to purchase or sell, or to take
deposits of any Alternative Currency in the applicable interbank market, then, on notice thereof by
such Bank to the Company through the Administrative Agent, (i) any obligation of such Bank to make
or continue Loans in the Alternative Currency shall be suspended, and (ii) if such notice asserts
the illegality of such Bank making or maintaining Federal Funds Rate Loans the interest rate on
which is determined by reference to the LIBOR component of the Federal Funds Rate, the interest
rate on which Federal Funds Rate Loans of such Bank shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the LIBOR component of the Federal
Funds Rate, in each case until such Bank notifies the Administrative Agent and the Company that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x)
the Company shall, promptly upon demand from such Bank (with a copy to the Administrative Agent),
promptly prepay such Loans if such Bank may not lawfully continue to maintain such Loans (or, in
the case of Federal Funds Rate Loans, if necessary to avoid such illegality, the interest rate on
such Loans shall be determined by the Administrative Agent without reference to the LIBOR component
of the Federal Funds Rate). The Company shall also pay accrued interest on any amount so prepaid.



(f) All amounts due under this Section 11.8 shall be payable promptly after written
demand therefor; provided that such amounts due pursuant to Section 11.8(b) and
(c) shall be comparable (on a proportionate basis and as determined in a commercially
reasonable manner) to amounts such Bank charges similarly situated borrowers or account parties (or
intends to charge substantially simultaneously) for such additional costs or such losses suffered
on loans for borrowers with similar credit facilities. For purposes of clarification, the
foregoing shall not require that any Bank seek such charges against all such similarly situated
borrowers or account parties prior to making any claim for costs or losses hereunder. Failure or
delay on the part of any Bank to demand compensation pursuant to the foregoing Sections
11.8(b) and (c) shall not constitute a waiver of such Bank’s right to demand such
compensation, provided that the Company shall not be required to compensate a Bank pursuant
to the foregoing provisions of this Section for any increased costs incurred or reductions suffered
more than 180 days prior to the date that such Bank notifies the Company of the Change in Law
giving rise to such increased costs or reductions and of such Bank’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).



(g) To the extent permitted by applicable law, the Company shall not assert, and hereby
waives, any claim against any Indemnified Party, and no Indemnified Party shall assert, and by
accepting the benefits of the Agreement waives, any claim against the Company (except to the extent
of the Company’s indemnity obligations provided above with respect to third party claims (which
shall not, in any event include any third party claims by an Indemnified Party, except to the
extent such indemnity claim is otherwise permitted pursuant to Section 11.8(a))), in each
case, 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 or any agreement or instrument contemplated hereby, or the use of the proceeds hereof or
thereof.



(h) Each Bank shall indemnify the Administrative Agent, within 10 days after demand therefor,
for the full amount of any Taxes attributable to such Bank that are payable or paid by the
Administrative Agent, and reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Government Authority.
A certificate as to the amount of such payment or liability delivered to any Bank by the
Administrative Agent shall be conclusive absent manifest error.



Section 11.9 Accounting. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations hereunder shall be made in
accordance with GAAP.



Section 11.10 Severability of Provisions. Any provision in any Loan Document that is
held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions
in that jurisdiction or the operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.



Section 11.11 Confidentiality. Each of the Banks and each Agent agrees to maintain
the confidentiality of the Company Information (as defined below), except that Company Information
may be disclosed (a) to such Bank’s or Agent’s Affiliates and its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors who have a
need to know such information (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Company Information and instructed to keep such
Company Information confidential on terms substantially similar to this Section 11.11), (b)
to the extent required or demanded by any governmental agency, self-regulatory authority or
representative thereof, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process or to the extent reasonably required in connection with any
litigation relating to this Agreement or the Collateral to which such Bank or such Agent, as
applicable, is a party, or for purposes of establishing a “due diligence” defense, (d) subject to
an agreement containing provisions substantially the same as those described in this Section
11.11, to any actual or prospective Assignee or Participant, (e) with the consent of the
Company, (f) to the extent such Company Information becomes publicly available other than as a
result of a breach of its confidentiality obligations as described in this Section 11.11,
(g) to any other party to this Agreement or (h) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder.



As used in this Section, “Company Information” means all information received from the Company or
any of its Subsidiaries or Affiliates relating to Holdings or any of its subsidiaries (including
the Company) or any of their respective Affiliates, or their businesses, other than any such
information that is available to any Agent or any Bank, as applicable, on a non-confidential basis
prior to disclosure by the Company.



Section 11.12 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER
ARISING HEREUNDER OR THEREUNDER.



Section 11.13 USA Patriot Act Notification. The following notification is provided to
the Company pursuant to Section 326 of the USA Patriot Act:



IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government of
the United States of America fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, record and update information
that identifies each Person that opens an account, including any deposit account, treasury
management account, loan, other extension of credit, or other financial services product.
Accordingly, when the Company opens an account, the Administrative Agent, the Collateral Agent and
the Banks will ask for the Company’s name, tax identification number, business address, and other
information that will allow the Administrative Agent, the Collateral Agent and the Banks to
identify the Company. The Administrative Agent, the Collateral Agent and the Banks may also ask to
see the Company’s legal organizational documents or other identifying documents.



Section 11.14 No Advisory or Fiduciary Responsibility. In connection with this
Agreement or any promissory note delivered hereunder (including in connection with any amendment,
waiver or other modification hereof), the Company acknowledges and agrees, and acknowledges its
subsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this
Agreement provided by the Agents, the Banks and the Arrangers are arm’s-length commercial
transactions between the Company and its Affiliates, on the one hand, and the Agents, the Banks and
the Arrangers, on the other hand, (B) the Company has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company is capable
of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby; (ii) (A) the Agents, the Banks and the Arrangers each is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the Company or any of
its Affiliates, or any other Person and (B) neither any Agent, any Bank nor any Arranger has any
obligation to the Company or any of its Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein; and (iii) the Agents, the Banks and the
Arrangers and their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Company and its Affiliates, and neither any Agent,
any Bank nor any Arranger has any obligation to disclose any of such interests to the Company or
its Affiliates. To the fullest extent permitted by law, the Company hereby waives and releases any
claims that it may have against any Agent, any Bank or any Arranger with respect to any breach or
alleged breach of agency or fiduciary duty (except for any agency or fiduciary duty obligations
expressly agreed in writing by the relevant parties) in connection with this Agreement or any
promissory note delivered hereunder.



Section 11.15 Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder in one currency into another currency, the
rate of exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of the Company in respect of any
such sum due from it to any Agent or any Bank hereunder shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance
with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to
the extent that on the Business Day following receipt by the applicable Agent or such Bank, as the
case may be, of any sum adjudged to be so due in the Judgment Currency, such Agent or such Bank, as
the case may be, may in accordance with normal banking procedures purchase the Agreement Currency
with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the
sum originally due to any Agent or any Bank from the Company in the Agreement Currency, the Company
agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or
such Bank, as the case may be, against such loss. If the amount of the Agreement Currency so
purchased is greater than the sum originally due to any Agent or any Bank in such currency, such
Agent or such Bank, as the case may be, agrees to return the amount of any excess to the Company
(or to any other Person who may be entitled thereto under applicable law).



Section 11.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any party hereto, each such party acknowledges that any
liability of any Bank that is an EEA Financial Institution arising under any Loan Document, to the
extent such liability is unsecured, may be subject to the write-down and conversion powers of an
EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:



(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to
any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA
Financial Institution; and



(b) the effects of any Bail-in Action on any such liability, including, if applicable:




(i) a reduction in full or in part or cancellation of any such liability;




(ii) a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such EEA Financial Institution, its parent undertaking, or a
bridge institution that may be issued to it or otherwise conferred on it, and that such
            shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Loan Document; or




(iii) the variation of the terms of such liability in connection with the exercise of
the write-down and conversion powers of any EEA Resolution Authority.



ARTICLE XII




SETOFF; RATABLE PAYMENTS




Section 12.1 Setoff; Ratable Payments.



(a) In addition to, and without limitation of, any rights of the Banks or Agents under
applicable law, if the Company becomes insolvent, however evidenced, or any Default occurs and is
continuing, any indebtedness or other obligation owing from any Bank or Agent to the Company
(including all account balances, whether provisional or final and whether or not collected or
available but excluding (x) any accounts designated as or representing “customer segregated funds”
accounts and (y) any accounts pledged to such Bank to secure an overdraft facility to ensure the
settlement of foreign currency futures and options contracts traded on the exchange of the Company,
CBOT, NYMEX or any other exchange in respect of which the Company has equivalent authority) may be
offset and applied toward the payment of the Obligations owing to such Bank or Agent, as the case
may be, whether or not the Obligations, or any part thereof, shall then be due.



(b) Subject to Section 2.11, if any Bank, whether by setoff or otherwise, has payment
made to it upon any Loan under any Applicable Tranche in a greater proportion than that received by
any other Bank upon any Loan in such Applicable Tranche constituting a portion of the same Advance,
such Bank shall distribute to the Administrative Agent an amount equal to each of the other Banks’
pro rata share in such Applicable Tranche of such payment. Such payment shall be distributed
ratably between the Banks in such Applicable Tranche in proportion to each Bank’s respective share
of the total Obligations in such Applicable Tranche outstanding under this Agreement. Any payment
distributed pursuant to this subsection (b) to the Administrative Agent shall be
distributed by the Administrative Agent to the applicable Banks in accordance with the provisions
of this Agreement.



(c) Subject to Section 2.11, if any Bank, whether in connection with setoff or amounts
which might be subject to setoff or otherwise, receives collateral or other protection for any
category of its Obligations or such amounts which may be subject to setoff, in any case, in excess
of its pro rata share thereof, such Bank agrees, promptly upon demand, to take such action
necessary such that all Banks share in the benefits of such collateral ratably in proportion to
their Obligations of the same category. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.



(d) The Company agrees that any Participant in a Loan may exercise setoff rights as provided
by Section 12.1(a) as though it were a Bank with respect to its participating interest,
provided that such Participant has agreed that it shall be subject to Sections
12.1(b) and (c) as though it were a Bank.



ARTICLE XIII




NOTICES




Section 13.1 Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in Section
3.5(b) or subsection (b) below), all notices and other communications provided for
herein (and to the extent applicable to any other Loan Document) shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
facsimile or electronic communication as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:



(a) if to the Company, any Clearing Member, the Administrative Agent, the Collateral Agent or
an Applicable Tranche Swingline Bank, to the address, facsimile number, electronic mail address or
telephone number specified for such Person on Schedule 13.1; and



(b) if to any other Bank, to the address, facsimile number, electronic mail address or
telephone number specified in its Administrative Questionnaire (including, as appropriate, notices
delivered solely to the Person designated by a Bank on its Administrative Questionnaire then in
effect for the delivery of notices that may contain material non-public information relating to the
Company).



Notices and other communications sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices and other
communications sent by facsimile shall be deemed to have been given when sent (except that, if not
given during the Business Day for the recipient, shall be deemed to have been given at the opening
of business on the next Business Day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (c) below,
shall be effective as provided in such subsection (c).



(c) Electronic Communications. Notices and other communications to the Banks
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 Bank pursuant to Article II and
Section 3.1 if such Bank has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent, the
Collateral Agent, any Applicable Tranche Swingline Bank or the Company may each, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications.



Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii), if such notice, email or
other communication is not sent during the Business Day of the recipient, such notice, email or
communication shall be deemed to have been sent at the opening of business on the next Business Day
for the recipient.



(d) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE
BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its
Related Parties (collectively, the “Agent Parties”) have any liability to the Company, any Bank or
any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Company’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet.



(e) Change of Address, Etc. Each of the Company, the Administrative Agent, the
Collateral Agent and each Applicable Tranche Swingline Bank may change its address, facsimile or
telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Bank may change its address, facsimile or telephone number for notices and
other communications hereunder by notice to the Company, the Administrative Agent, the Collateral
Agent and the Applicable Tranche Swingline Banks. In addition, each Bank agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, facsimile number and electronic mail address to
which notices and other communications may be sent and (ii) accurate wire instructions for such
Bank. Furthermore, each Public Bank agrees to cause at least one individual at or on behalf of
such Public Bank to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable such Public Bank
or its delegate, in accordance with such Public Bank’s compliance procedures and applicable law,
including United States Federal and state securities laws, to make reference to Borrower Materials
that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Company or its securities for
purposes of United States Federal or state securities laws.



ARTICLE XIV




COUNTERPARTS




This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. Delivery of an executed signature page by facsimile or email shall be
effective as delivery of an original executed counterpart hereof. This Agreement shall be
effective when it has been executed by the Company, the Agents and the Banks.



ARTICLE XV




SUBORDINATION




The Company hereby subordinates its Lien on the Collateral to the Lien therein granted to the
Collateral Agent pursuant to the Collateral Documents and the Company shall not take any action of
any nature whatsoever to enforce its Lien until all of the Obligations have been paid in full and
the Aggregate Commitments have been terminated.



[Signature pages follow.]IN WITNESS WHEREOF, the Company, the Agents and the Banks have
executed this Agreement as of the date first above written.




CHICAGO MERCANTILE EXCHANGE INC.




By: /s/ Sunil Cutinho

Name:  Sunil Cutinho

Title: Senior Managing Director and President,

CME Clearing



1




BANK OF AMERICA, N.A.,






as Administrative Agent




By: /s/ Liliana Claar

Name:  Liliana Claar

Title: Vice President





BANK OF AMERICA, N.A.,






as a Bank




By: /s/ Maryanne Fitzmaurice

Name: Maryanne Fitzmaurice

Title: Director




	 	 	 
	BANK OF AMERICA, N.A., CANADA	 	BRANCH
	By: /s/ Medina Sales de Andrade

	 	

	 

	 	 
	Name: Medina Sales de Andrade

	 	

	 

	 	 
	Title: Vice President

	 	

	 

	 	 






2





	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Agent






By: /s/ Oneaka Hendricks

Name: Oneaka Hendricks

Title:  Vice President





By: /s/ Andrea E. Gilardi

Name:  Andrea E. Gilardi

Title: Assistant Vice President





DEUTSCHE BANK AG NEW YORK BRANCH,






as a Bank




By: /s/ Virginia Cosenza

Name: Virginia Cosenza

Title: Vice President





By: /s/ Ming K. Chu

Name: Ming K. Chu

Title: Director




3




BANK OF CHINA, CHICAGO BRANCH,






as a Bank




By: /s/ Kefei Xu

Name: Kefei Xu

Title: SVP & Branch Manager




4




BMO HARRIS BANK N.A.,






as a Bank




By: /s/ Michael Lenardi




	 	 	Name:
Michael Lenardi






Title: Vice President



5




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,






as a Bank




By:  /s/ Suzanne Ley

Name: Suzanne Ley

Title: Vice President




6




BARCLAYS BANK PLC, as a Bank




By: /s/ Christopher Aitkin




	 	 	Name:
Christopher Aitkin






Title: Assistant Vice President



7




CITIBANK, N.A.,






as a Bank




By: /s/ Ciaran Small




	 	 	Name:
Ciaran Small






Title: Vice President



8




COMMERZBANK AG, NEW YORK BRANCH,






as a Bank




By: /s/ Michael McCarthy

Name: Michael McCarthy

Title: Managing Director





By: /s/ Barry Feigenbaum




	 	 	Name:
Barry Feigenbaum






Title:  Managing Director



9




LLOYDS BANK PLC,






as a Bank




By: /s/ Daven Popat

Name: Daven Popat

Title:  Senior Vice President Transaction

Execution




By:  Simone Dassen-Schoonman

Name: Simone Dassen-Schoonman

Title:  Assistant Manager Banking Operations




10




UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY,


as a Bank




By: /s/ William Sinsigalli

Name: William Sinsigalli

Title:  Senior Vice President





By:  /s/ Lawrence Li

Name: Lawrence Li

Title:  Senior Vice President




11




WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Bank




By: /s/ Tracy Moosbrugger

Name: Tracy Moosbrugger

Title:  Managing Director 




12




THE BANK OF NOVA SCOTIA,






as a Bank




By: /s/ Kevin Chan

Name: Kevin Chan

Title: Director




13




AGRICULTURAL BANK OF CHINA LIMITED, NEW YORK BRANCH,






as a Bank




By: /s/ Jian Zhang

Name: Jian Zhang

Title:  Chief Marketing Officer, Head of

Corporate Banking



14




CHINA CONSTRUCTION BANK CORPORATION, LONDON BRANCH,


as a Bank




By: /s/ Biao Li

Name: Biao Li

Title: General Manager




15




INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW




YORK BRANCH,


as a Bank




By: /s/ Guoshen Sun




	 	 	Name:
Guoshen Sun






Title:  Deputy General Manager



16




U.S. BANK NATIONAL ASSOCIATION,






as a Bank




By: /s/ Charles Howes

Name: Charles Howes

Title:  Senior Vice President 




17




LANDESBANK HESSEN-THURINGEN GIROZENTRALE, NEW YORK




BRANCH,



	 	 	 
	as a Bank

	 	

	By: /s/ Jesse A. Reid, Jr.

	 

	Name:

	 	Jesse A. Reid, Jr.
	 

	 	 







	 	 	Title:  Senior Vice President Financial
Institutions Public Finance






By: /s/ John A. Sarno

Name: John A. Sarno

Title:  Vice President Financial Institutions

Public Finance



18




HSBC BANK USA, NATIONAL ASSOCIATION,






as a Bank




By: /s/ Stephen J. Contino

Name: Stephen J. Contino 

Title:  Vice President 




19




BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH,






as a Bank




By: /s/ Shelley He

Name: Shelley He

Title:  Deputy General Manager




20




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,


as a Bank




By: /s/ Doreen Barr

Name: Doreen Barr

Title:  Authorized Signatory





By:  /s/ Warren Van Heyst

Name: Warren Van Heyst

Title:  Authorized Signatory




21




MORGAN STANLEY BANK, N.A.,






as a Bank




By: /s/ Michael King

Name: Michael King

Title:  Authorized Signatory




22




ROYAL BANK OF CANADA,






as a Bank




By: /s/ Glenn Van Allen




	 	 	Name:
Glenn Van Allen






Title:  Authorized Signatory



23




SANTANDER BANK, N.A.,






as a Bank




By: /s Jorge Saavedra

Name: Jorge Saavedra

Title:  Director, IFI





By:  Marko Mandzuka




Name:
Marko Mandzuka




Title:  VP, IFI



24




SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,


as a Bank




By: /s/ Roberto Peralta

Name: Roberto Peralta

Title:  Director 




25




BNP PARIBAS,


as a Bank




By: /s/ David Seaman

Name: David Seaman

Title:  Director





By:  /s/ Frank Chiofalo

Name: Frank Chiofalo

Title:  Vice President 




26




JPMORGAN CHASE BANK, N.A.,






as a Bank




By: /s/ Kortney Knight




	 	 	Name:
Kortney Knight






Title:  Vice President



27




GOLDMAN SACHS BANK USA,






as a Bank




By: /s/ Ryan Durkin




	 	 	Name:
Ryan Durkin






Title:  Authorized Signatory



28




THE BANK OF NEW YORK MELLON,




as a Bank




By: /s/ Diane L. Demmler

Name: Diane L. Demmler

Title:  Vice President 




29




BROWN BROTHERS HARRIMAN & CO.,


as a Bank




By: /s/ Ann Hobart




	 	 	Name:
Ann Hobart






Title:  Senior Vice President 




30