Exhibit 10.1


 


EXECUTION VERSION


 


AMENDMENT NO.
2 TO TERM LOAN CREDIT AGREEMENT


 


This
AMENDMENT NO. 2, dated as of June 25, 2021 (this “Amendment”) to the Credit Agreement referred to below, is
entered into by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Borrower”), the Initial Lender, and
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used
and not defined in this Amendment have the same meanings as specified in the Amended Credit Agreement referred to below.


 


RECITALS


 


WHEREAS,
the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement
dated as of March 22, 2018 and amended by that certain Amendment No. 1 to Term Loan Credit Agreement dated as of May 29, 2020 (as
amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”,
and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”);


 


WHEREAS,
on the date hereof, $50,000,000 million of Loans are outstanding under the Credit Agreement (the “Initial Loans”),
all of which were made on the Closing Date by the Initial Lender, and the Initial Lender is the only Lender under the Credit Agreement;


 


WHEREAS,
the Borrower has requested that (i) the Initial Lender make an additional $110,000,000 of loans under the Credit Agreement and (ii) the
Credit Agreement be amended as further set forth herein, on the terms and subject to the conditions set forth in this Amendment; and


 


WHEREAS,
the Administrative Agent and the Initial Lender are willing, on the terms and subject to the conditions set forth below, to consent to
the amendment of the Credit Agreement as further set forth herein.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1.       Amendments to the Credit Agreement. As of the Second Amendment Effective Date (as
defined below) the Credit Agreement is hereby amended by deleting the stricken text (indicated textually in the same manner as the following
example: stricken text) and by adding the double-underlined text (indicated textually
in the same manner as the following example: double-underlined text)
as set forth in the pages of the Credit Agreement attached hereto as Exhibit A.


 


SECTION
2.      Additional Committed Loans.
Subject to the terms and conditions set forth herein and the Amended Credit Agreement, the Initial Lender (acting through any of its
branches or affiliates) agrees to make a single loan (the “Additional Loan”) in Dollars to the Borrower on the Second
Amendment Effective Date, in an aggregate amount of $110,000,000, which will constitute an additional Committed Loan under the Amended
Credit Agreement. Amounts borrowed under this Section 2 and repaid or prepaid may not be reborrowed. On and after the making of the Additional
Loan on the Second Amendment Effective Date, the Initial Loans and the Additional Loan shall be identical in all respects, and shall
constitute a single Committed Borrowing. On the Second Amendment Effective Date, the Interest Periods for all Eurodollar Rate Loans outstanding
under the Credit Agreement shall be terminated and the Borrower shall pay all accrued interest with respect to such Loans as a condition
to the effectiveness of this Amendment as required by Section 3 below. The Lenders agree to waive any breakage costs solely in connection
with the termination of the Interest Periods for all Eurodollar Rate Loans outstanding under the Credit Agreement pursuant to the foregoing
sentence.


 






    


     


    

 


SECTION
3.       Conditions to Effectiveness.
The effectiveness of this Amendment and the obligation of the Initial Lender to make the Additional Loan to the Borrower is subject to
the Administrative Agent’s (or its counsel) receipt of the following (the date of such effectiveness,
the “Second Amendment Effective Date”), each of which shall be originals or telecopies unless otherwise specified,
each properly executed by a Responsible Officer of the Borrower (as applicable), each dated the Second Amendment Effective Date (or, in
the case of certificates of governmental officials, a recent date before the Second Amendment Effective Date) and each in form and substance
reasonably satisfactory to the Administrative Agent:


 


(a)              this
Amendment executed by the Borrower, the Administrative Agent and the Initial Lender;


 


(b)              a
Request for Credit Extension in respect of the Additional Loan;


 


(c)              such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of
the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower
is a party;


 


(d)             a
favorable opinion letter of Sidley Austin LLP, counsel to the Company, addressed to the Administrative Agent and each Lender and covering
such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(e)              At
least 3 days prior to the Second Amendment Effective Date, to the extent that the Borrower qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to any Lender that so requests, a Beneficial
Ownership Certification; 


 


(f)               At
least 3 days prior to the Second Amendment Effective Date, the Borrower shall have paid all accrued
interest with respect to Interest Periods for all Eurodollar Rate Loans outstanding under the Credit Agreement;


 


(g)              a
certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower contained
Section 4 hereof are true and correct on and as of the Second Amendment Effective Date; and


 


(h)              such
documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed,
and that the Borrower is validly existing and in good standing in its jurisdiction of organization.


 


The Administrative
Agent shall notify the Borrower of the Second Amendment Effective Date upon the occurrence thereof, and such notice and the effectiveness
of this Amendment and the Amended Credit Agreement shall be conclusive and binding upon all of the Lenders and all of the other parties
to the Loan Documents and each of their successors and assigns; provided that, failure to give any such notice shall not affect the effectiveness,
validity or enforceability of this Amendment or the Amended Credit Agreement.


 






    2


     


    

 


SECTION
4.       Representations and Warranties.
To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants the Lender and the Administrative
Agent, that:


 


(a)              The
Borrower has the all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals, to
execute, deliver under this Amendment and to perform its obligations under this Amendment and the Amended Credit Agreement. The execution
and delivery of this Amendment and the performance of this Amendment and the Amended Credit Agreement by the Borrower have been duly
authorized by all necessary corporate or other organizational action, and do not and will not contravene the terms of any of the Borrower’s
Organization Documents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority (other than any of the foregoing (x) which has been obtained or made and is in full force and effect and (y) as to which the
failure to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary
or required in connection with the execution, delivery or performance of this Amendment and the Amended Credit Agreement. This Amendment
and the Amended Credit Agreement constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
Laws affecting the enforcement of creditors’ rights generally and by general equitable principles or by principles of good faith
and fair dealing (regardless of whether enforcement is sought in equity or at law).


 


(b)             The
representations and warranties of each Loan Party set forth in the Amended Credit Agreement and the other Loan Documents are,
immediately after giving effect to this Amendment on the Second Amendment Effective Date, true and correct in all material respects on
and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material
respects as of such earlier date); provided, however, that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects on such respective dates; provided further,
however, that for the purposes of this Section 3(b), clause (b) of the representation made in Section 5.06 of the Amended Credit Agreement
shall be deemed to refer to SEC public filings of the Company or its Subsidiaries prior to the date hereof.


 


(c)              At
the time of and immediately after giving effect to this Amendment, the making of the Additional Loan and the use of proceeds therefrom,
and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing.


 


(d)             As
of the Second Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and
correct in all respects.


 


SECTION
5.       Effects on Loan Documents.



 


(a)              This
Amendment shall not constitute an amendment to or waiver of any provision of the Credit Agreement or the other Loan Documents, except
as expressly stated herein and shall not be construed as a consent to any action on the part of the Borrower or any other Loan Party
that would require an amendment, waiver or consent of the Administrative Agent or the Lenders, except as expressly stated herein. Except
as specifically amended herein, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.


 






    3


     


    

 


(b)             The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or
the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way
limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents.


 


(c)             The
Borrower and the Administrative Agent acknowledge and agree that, on and after the Second Amendment Effective Date, this Amendment shall
constitute and be designated as a Loan Document for all purposes of the Amended Credit Agreement.


 


(d)             On
and after the Second Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other
Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to
the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this Amendment and the Amended Credit Agreement
shall be read together and construed as a single instrument.


 


(e)              Nothing
herein shall be deemed to entitle any Loan Party to a further consent to, or a further waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document
in similar or different circumstances.


 


(f)              The
parties hereto acknowledge and agree that (i) this Amendment and any other Loan Document executed and delivered in connection herewith
do not constitute a novation, or termination of the Obligations under the Credit Agreement as in effect prior to the Second Amendment
Effective Date; and (ii) such Obligations are in all respects continuing (as amended hereby) with only the terms thereof being modified
to the extent expressly provided in this Amendment.


 


SECTION
6.         Fees and Expenses; Indemnification. The Borrower agrees to pay
(a) on the Second Amendment Effective Date, all existing and unpaid fees and expenses (including the fees and expenses of counsel
owing under the Credit Agreement, any fee letter or any other Loan Document), including all fees and expenses incurred in connection
with the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement, in each case to
the extent invoiced prior to the Second Amendment Effective Date and (b) if invoiced on or after the Second Amendment Effective
Date, all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with this Amendment
and any other documents prepared in connection herewith, in each case to the extent required by Section 10.04 of the Amended Credit
Agreement. The Borrower hereby confirms that the indemnification provisions set forth in Section 10.04 of the Amended Credit Agreement
shall apply to this Amendment and such losses, claims, damages, liabilities, costs and expenses (as more fully set forth therein as applicable)
which may arise herefrom or in connection herewith.


 


SECTION
7.         APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTIONS 10.14, 10.15
and 10.16, OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE AS IF FULLY SET FORTH HEREIN, MUTATIS MUTANDIS.


 






    4


     


    

 


SECTION
8.         Amendments; Execution in Counterparts; Severability; Electronic Signatures.


 


(a)              This
Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Administrative
Agent and the Initial Lender


 


(b)             This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page
to this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of
this Amendment.


 


(c)              In
the event any one or more of the provisions contained in this Amendment is held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace any
such invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that
of such invalid, illegal or unenforceable provisions.


 


(d)             This
Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization
related to this Amendment (each a “Communication”), including Communications required to be in writing, may be in
the form of an Electronic Record and may be executed using Electronic Signatures. The Borrower and each other Loan Party agrees that
any Electronic Signature on or associated with any Communication shall be valid and binding on each Loan Party to the same extent as
a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding
obligation of the Loan Parties enforceable against such Loan Parties in accordance with the terms thereof to the same extent as if a
manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient,
including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of
doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each
of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format),
or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative
Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic
Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business,
and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall
be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding
anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form
or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without
limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative
Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan
Party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall
be promptly followed by such manually executed counterpart.


 






    5


     


    

 


SECTION
9.        Headings. Section headings are included herein for convenience
of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.


 


[Remainder of
page intentionally left blank.]


 






    6


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	CBOE global markets, INC.,
	 	as Borrower,
	 	 
	 	By:	/s/  Brian N. Schell
	 	Name: Brian N. Schell
	 	Title:   CFO





 


[Signature Page – CBOE Amendment No. 2 to Term Loan Credit Agreement]


 






    


     


    

  


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	 	 
	 	By:	/s/  Sherman Wong
	 	Name: Sherman Wong
	 	Title:   Director





 


[Signature Page – CBOE Amendment No. 2 to Term Loan Credit Agreement]


 






    


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as Initial Lender
	 	 
	 	By:	/s/  Sherman Wong
	 	Name: Sherman Wong
	 	Title:   Director





 


[Signature Page – CBOE Amendment No. 2 to Term Loan Credit Agreement]


 






    


     


    





 


Exhibit A


 


(Attached)


 



     


     


    

  





EXECUTION VERSION


Conformed to Amendment No. 2,
dated June 25, 2021

 






Conformed to Amendment No. 1,
dated May 29, 2020


 





 



 


TERM LOAN CREDIT AGREEMENT


 


Dated as of March 22, 2018


 


among




CBOE GLOBAL MARKETS, INC.,

as the Borrower,


 


BANK
OF AMERICA, N.A.,

as Administrative Agent,


 


and


 


BANK
OF AMERICA, N.A.,


as Initial Lender


 


 


BOFA
SECURITIES, INC.,

as Sole Lead Arranger and Sole Bookrunner,


 


 






 


Cboe Global Markets, Inc. – Credit Agreement


(Term Loan Credit Facility)




    


     


    

 


TABLE OF CONTENTS


 


	Section	 	Page




 


	Article
  I. DEFINITIONS AND ACCOUNTING TERMS	1
	1.01.	Defined
                                            Terms	1
	1.02.	Other Interpretive Provisions	2120
	1.03.	Accounting Terms	2221
	1.04.	Rounding	2222
	1.05.	Times of Day; Rates	2322
	 	 	 
	Article
  II. THE COMMITMENTS AND CREDIT EXTENSIONS	2322
	2.01.	Committed Loans	2322
	2.02.	Borrowings, Conversions and Continuations of Committed Loans	2323
	2.03.	Prepayments	2424
	2.04.	[Reserved]	2525
	2.05.	Repayment of Loans..	2525
	2.06.	Interest	2525
	2.07.	Fees	2626
	2.08.	Computation of Interest and Fees	2626
	2.09.	Evidence of Debt	2626
	2.10.	Payments Generally; Administrative Agent’s Clawback	2726
	2.11.	Sharing of Payments by Lenders	2828
	2.12.	[Reserved]	2929
	2.13.	Defaulting Lenders	2929
	 	 	 
	Article
  III. TAXES, YIELD PROTECTION AND ILLEGALITY	3030
	3.01.	Taxes	3030
	3.02.	Illegality	3535
	3.03.	Inability to Determine Rates	3636
	3.04.	Increased Costs; Reserves on Eurodollar Rate Loans	3740
	3.05.	Compensation for Losses	3841
	3.06.	Mitigation Obligations; Replacement of Lenders	3842
	3.07.	Survival	3942
	 	 	 
	Article
  IV. CONDITIONS PRECEDENT	3942
	4.01.	Conditions to Closing Date.	3942
	 	 	 
	Article
  V. REPRESENTATIONS AND WARRANTIES	4144
	5.01.	Existence, Qualification and Power	4144
	5.02.	Authorization; No Contravention	4144
	5.03.	Governmental Authorization	4145
	5.04.	Binding Effect	4245
	5.05.	Financial Statements; No Material Adverse Effect	4245
	5.06.	Litigation	4245
	5.07.	No Default	4246
	5.08.	Ownership of Property; Liens	4246



 




    	 	i	Cboe Global Markets, Inc. – Credit Agreement 
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	5.09.	Taxes	4346
	5.10.	Margin Regulations; Investment Company Act	4346
	5.11.	Disclosure	4347
	5.12.	Compliance with Laws	4347
	5.13.	OFAC; USA PATRIOT Act	4447
	5.14.	Anti-Corruption Laws	4447
	5.15.	ERISA	4448
	 	 	 
	Article
  VI. AFFIRMATIVE COVENANTS	4448
	6.01.	Financial Statements	4448
	6.02.	Certificates; Other Information	4549
	6.03.	Notices	4750
	6.04.	Payment of Taxes	4751
	6.05.	Preservation of Existence, Etc.	4751
	6.06.	Compliance with Laws	4751
	6.07.	Books and Records	4851
	6.08.	Inspection Rights	4851
	6.09.	Use of Proceeds	4852
	6.10.	Anti-Corruption Laws	4852
	 	 	 
	Article
  VII. NEGATIVE COVENANTS	4852
	7.01.	Liens	4852
	7.02.	Subsidiary Indebtedness	5054
	7.03.	Fundamental Changes	5257
	7.04.	Financial Covenants	5357
	7.05.	Use of Proceeds	5357
	 	 	 
	Article VIII.
  EVENTS OF DEFAULT AND REMEDIES	5357
	8.01.	Events of Default	5357
	8.02.	Remedies Upon Event of Default	5560
	8.03.	Application of Funds	5560
	 	 	 
	Article
  IX. ADMINISTRATIVE AGENT	5661
	9.01.	Appointment and Authority	5661
	9.02.	Rights as a Lender	5661
	9.03.	Exculpatory Provisions	5661
	9.04.	Reliance by Administrative Agent	5762
	9.05.	Delegation of Duties	5862
	9.06.	Resignation of Administrative Agent	5863
	9.07.	Non-Reliance on Administrative Agent and Other Lenders	5964
	9.08.	No Other Duties, Etc.	5964
	9.09.	Administrative Agent May File Proofs of Claim	5965
	9.10.	Erroneous
Payments	65
	 	 	 
	Article
  X. MISCELLANEOUS	6067
	10.01.	Amendments, Etc.	6067
	10.02.	Notices; Effectiveness; Electronic Communication	6169



 




    	 	ii	Cboe Global Markets, Inc. – Credit Agreement 
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	10.03.	No Waiver; Cumulative Remedies; Enforcement	6371
	10.04.	Expenses; Indemnity; Damage Waiver	6471
	10.05.	Payments Set Aside	6673
	10.06.	Successors and Assigns	6674
	10.07.	Treatment of Certain Information; Confidentiality	7179
	10.08.	Right of Setoff	7280
	10.09.	Interest Rate Limitation	7280
	10.10.	Counterparts; Integration; Effectiveness	7380
	10.11.	Survival of Representations and Warranties	7381
	10.12.	Severability	7381
	10.13.	Replacement of Lenders	7381
	10.14.	Governing Law; Jurisdiction; Etc.	7482
	10.15.	Waiver of Jury Trial	7583
	10.16.	No Advisory or Fiduciary Responsibility	7683
	10.17.	Electronic Execution of Assignments and Certain Other Documents	7684
	10.18.	USA PATRIOT Act	7685
	10.19.	Acknowledgement and Consent to Bail-In of EEAAffected
Financial Institutions	7785



 




    	 	iii	Cboe Global Markets, Inc. – Credit Agreement 
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SCHEDULES


 


	 	2.01	Commitments and Applicable Percentages
	 	7.01	Existing Liens
	 	10.02	Administrative Agent’s Office; Certain Addresses for Notices




 


EXHIBITS


 





		 	Form of



 


	 	A	Committed Loan Notice
	 	B	Note
	 	C	Compliance Certificate
	 	D	Assignment and Assumption
	 	E-1	Form of U.S. Tax Compliance Certificate
	 	E-2	Form of U.S. Tax Compliance Certificate
	 	E-3	Form of U.S. Tax Compliance Certificate
	 	E-4	Form of U.S. Tax Compliance Certificate







 




    	 	iv	Cboe Global Markets, Inc. – Credit Agreement 
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CREDIT AGREEMENT


 


This TERM LOAN CREDIT AGREEMENT
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”)
is entered into as of March 22, 2018, by and among CBOE GLOBAL MARKETS, INC.(f/k/a CBOE Holdings, Inc.), a Delaware corporation (the “Borrower”),
each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent and as the sole Lender on the Closing Date (in such capacity, the “Initial Lender”).


 


The Borrower has requested
that the Lenders provide a term loan facility to finance, in part, the Transactions, and the Lenders are willing to do so on the terms
and conditions set forth herein.


 


In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article
I.

DEFINITIONS AND ACCOUNTING TERMS


 


1.01.              
Defined Terms. As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“Acquired EBITDA”
means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired
Entity or Business (determined as if references to the Borrower and the Subsidiaries in the definition of Consolidated EBITDA (and in
the component definitions used therein) were references to such Acquired Entity or Business and its subsidiaries), all as determined on
a consolidated basis for such Acquired Entity or Business.


 


“Acquired
Entity or Business” has the meaning specified in the definition
of “Consolidated EBITDA”.


 


“Act” has
the meaning specified in Section 4.01(d).


 


“Administrative Agent”
means Bank of America (or any of its designated branch offices or affiliates)
in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.


 


“Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in substantially the form approved by the Administrative Agent.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 








 






    	 	1	Cboe Global Markets, Inc. – Credit Agreement 
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“Affiliate”
means, with respect to any 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.


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


“Agreement”
has the meaning specified in the introductory paragraph hereto.


 


“Applicable Percentage”
means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented
by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.13. If the commitment of each Lender
to make Loans has been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable
Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.


 


“Applicable
Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth
below:


 


	Applicable Rate
	Pricing

Level	
    Debt Ratings

     

    S&P/Moody’s

     
	 	Eurodollar Rate

Loans	Base Rate Loans
	1	> A / A2 or better	 	1.00%	0.00%
	2	A– / A3	 	1.00%	0.00%
	3	BBB+ / Baa1	 	1.00%	0.00%
	4	BBB / Baa2	 	1.25%	0.25%
	5	< BBB– / Baa3	 	1.50%	0.50%


 


“Applicable
Rate” means, (a) with respect to any Eurodollar Loan, a per annum rate equal to 0.65% and (b) with respect to any Base Rate Loan,
a per annum rate equal to 0.00%. 


 


“Debt
Rating” means, as of any date of determination, the rating as determined by either S&P or
Moody’s (collectively, the “Debt Ratings”) of the Borrower’s
non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the respective
Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings
shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest);
(b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing
Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level that is one level lower
than that of such Debt Rating shall apply and (d) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply.
Initially, the Applicable Rate shall be determined based upon the Debt Ratings in effect on the Closing Date, each of which shall be
specified in the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each
change in the Applicable Rate resulting from a publicly announced change in any Debt Rating shall be effective, in the case of an
upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of a notice thereof
pursuant to Section 6.03(d) and ending on the date immediately preceding the effective date
of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof
and ending on the date immediately preceding the effective date of the next such change.


 








 






    	 	2	Cboe Global Markets, Inc. – Credit Agreement 
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“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender.


 


“Arranger”
means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.


 


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required
by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form attached hereto as Exhibit D
or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.


 


“Attorney Costs”
means and includes all reasonable and documented fees, expenses and disbursements of any law firm or other external counsel.


 


“Attributable Indebtedness”
means, on any date, (a) in respect of any capitalfinance
lease of any Person, the capitalized amount thereof that would appearbe
required to be classified and accounted for as finance lease obligations on a balance sheet of such Person prepared as of such
date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments
under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a capitalfinance
lease.


 


“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 20172019, and
the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower
and its Subsidiaries, including the notes thereto.


 


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


 


“Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA
Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule
applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial
institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


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


 


“BofA Securities”
means BofA Securities, Inc., or
its successor 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..


 


“Bankruptcy Code”
means the Bankruptcy Code of 1978, as amended.


 


“Base Rate”
means for any day a fluctuating rate of interest per annum equal
to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 0.50%1.00%;
provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The
 “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


 








 






    	 	3	Cboe Global Markets, Inc. – Credit Agreement 
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“Base Rate Committed
Loan” means a Committed Loan that is a Base Rate Loan.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.


 


“BATS
Acquisition” means the acquisition of all of the Equity Interests of Bats Global Markets Inc., a Delaware
corporation, pursuant to that certain Agreement and Plan of Merger, dated as of September 25, 2016, by and among the Borrower, CBOE Corporation,
a Delaware corporation , CBOE V, LLC (now known as Cboe Bats, LLC), a Delaware limited liability company and a wholly owned subsidiary
of the Borrower, and Bats Global Markets, Inc. 


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes
of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“Borrower”
has the meaning specified in the introductory paragraph hereto.


 


“Borrower Materials”
has the meaning specified in Section 6.02.


 


“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 state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan,
means any such day that is also a London Banking Day.


 


“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted, issued or implemented.


 


“Change of Control”
means, with respect to any Person, an event or series of events by which:


 


(a)       any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of 40% or more of the equity securities of
the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or


 


(b)       during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was approved by either (x) individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (y) the
nominating committee of the Borrower, or (iii) whose election or nomination to that board or other equivalent governing body was approved
by individuals referred to in clauses (i) and (ii) (x) above constituting at the time of such election or nomination at least a majority
of that board or equivalent governing body.


 








 






    	 	4	Cboe Global Markets, Inc. – Credit Agreement 
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“Closing Date”
means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“Code”
means the Internal Revenue Code of 1986 as amended from time to time.


 


“Commitment”
means, as to the Lender, its obligation to make Committed Loans to the Borrower pursuant to Section 2.01, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth opposite the Lender’s name on Schedule 2.01
or in the Assignment and Assumption pursuant to which the Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.


 


“Committed Borrowing”
or “Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by the Initial Lender pursuant to Section 2.01.


 


“Committed Loan”
has the meaning specified in Section 2.01.


 


“Committed Loan Notice”
means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of
Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form attached hereto
as Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


 


“Competitor”
means any Person that competes with the Borrower in the industries in which it and its Subsidiaries conduct their business and is identified
in writing to the Administrative Agent (or is a reasonably identifiable Affiliate of such Person on the basis of such Person’s
name); provided that the foregoing shall not apply retroactively to disqualify any Person that previously acquired an assignment of,
or participation in, the Commitments or Loans to the extent such Person was not a Competitor at the time of such assignment or participation,
as applicable.


 


“Compliance Certificate”
means a certificate substantially in the form attached hereto as Exhibit C.


 


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


 


“Consolidated
EBIT” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to
Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net
Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes
payable by the Borrower and its Subsidiaries for such period, (iii) other non-cash expenses or charges reducing Consolidated Net
Income for such period, (iv) the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or
expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options,
restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans) (collectively,
 “Stock-Based Compensation”), start-up or initial costs for any project or new production line, division or new
line of business or other business optimization expenses or reserves including, without limitation, costs or reserves associated
with improvements to information technology and accounting functions, integration and facilities opening costs or any one-time
costs, in each case incurred in connection with (A) the BATS Acquisition or (B), on or after the
occurrence of the Closing Date, to the extent not prohibited hereunder, acquisitions and dispositions, issuances or
incurrence of Indebtedness, issuances of Equity Interests or Equity Equivalents (excluding, in each case, any Stock-Based
Compensation) or refinancing transactions and modifications of instruments of Indebtedness, provided that the aggregate amount added
back pursuant to this clause (iv)(B)  in any four consecutive fiscal quarter
period shall not exceed the greater of (x) $35.050.0 million
and (y) 5.0% of Consolidated EBITDA for such period (calculated prior to giving effect to any increase pursuant to this
clause (iv)(B)), (v) fees, charges and expenses incurred in connection with
the negotiation, execution and consummation of the BATS Acquisitionan
acquisition and/or this Agreement, (vi) expenses incurred in connection with repurchases of employee equity or stock
options, and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state,
local and foreign income tax credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing
Consolidated Net Income for such period.


 






    	 	5	Cboe Global Markets, Inc. – Credit Agreement 
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“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated EBIT for such period
plus, to the extent deducted in calculating Consolidated Net Income for such period, depreciation and amortization expense; provided that
(a) there shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person,
property, business or asset acquired by the Borrower or any Subsidiary during such period (but not the Acquired EBITDA of any related
Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed
by the Borrower or such Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so
disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business
for such period (including the portion thereof occurring prior to such acquisition); provided, further, that the
Borrower may choose not to make such an adjustment with respect to any acquisition having consideration in an amount less than $100,000,000
and (b) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business
or asset sold, transferred or otherwise disposed of or closed by the Borrower or any Subsidiary during such period (each such Person,
property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA
of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).


 


“Consolidated
Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, the sum (without duplication) of (a) the outstanding principal amount of all obligations, whether current or long-term, for
borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including
standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in
respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of
business), (e) Attributable Indebtedness in respect of capitalfinance leases
and Synthetic Lease Obligations, (f), all Guarantees with respect to outstanding Indebtedness of the types specified in clauses
(a) through (e) above of Persons other than the Borrower or any Subsidiary, and (g) all Indebtedness of the types
referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary.


 


“Consolidated Interest
Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest
in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capitalfinance
leases that is treated as interest in accordance with GAAP and (c) the amount of payments in respect of Synthetic Lease Obligations that
are in the nature of interest.


 


“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period of the four prior
fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.


 


“Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated
EBITDA for the period of the four fiscal quarters most recently ended.


 


“Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower
and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.


 


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is bound.


 


“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.


 








 






    	 	6	Cboe Global Markets, Inc. – Credit Agreement 
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“Controlling”
and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall
be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the
securities having ordinary voting power for the election of directors, managing general partners or the equivalent.


 


“Credit Extension”
means a Committed Borrowing.


 


“Debt
Rating” has the meaning specified in the definition of “Applicable
Rate”.


 


“Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions
from time to time in effect.


 


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


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2%
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal
to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.


 


“Defaulting
Lender” means, subject to Section 2.13(b), any Lender that (a) has failed to (i) fund all or any portion of its
Committed Loans within two Business Days of the date such Committed Loans were required to be funded hereunder unless such Lender
notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination
that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the
Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public
statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder
and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be
satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm
in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder
(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in
such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from
the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or
permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with
such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses
(a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error,
and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.13(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
Borrower and each other Lender promptly following such determination.


 








 






    	 	7	Cboe Global Markets, Inc. – Credit Agreement 
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“Designated Jurisdiction” means
any country or territory to the extent that such country or territory itself is the subject of any Sanctioncomprehensive
Sanctions (which are currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).


 


“Disposed EBITDA”
means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity
or Business (determined as if references to the Borrower and the Subsidiaries in the definition of Consolidated EBITDA (and in the component
definitions used therein) were references to such Sold Entity or Business and its subsidiaries), all as determined on a consolidated basis
for such Sold Entity or Business.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions
and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction),
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights
and claims associated therewith.


 


“Dividing Person”
has the meaning assigned to it in the definition of “Division.”


 


“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.


 


“Dollar”
and “$” mean lawful money of the United States.


 


“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval system maintained
by the Securities and Exchange Commission.


 


“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 Subsidiarysubsidiary
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.


 


“Electronic Record”
has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


“Electronic Signature”
has the meaning specified in 15 USC §7006, as it may be amended from time to time.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such
consents, if any, as may be required under Section 10.06(b)(iii)).


 


“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment
or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges
to waste or public systems.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 








 






    	 	8	Cboe Global Markets, Inc. – Credit Agreement 
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“Equity Equivalents”
means all securities convertible into or exchangeable for Equity Interests, and all warrants, options or other rights to purchase or subscribe
for any Equity Interests, whether or not presently convertible, exchangeable or exercisable.


 


“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on
any date of determination.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b)
or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization,
(d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041
or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g)
the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of
Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA or (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


 


“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.


 


“EuroCCP”
means European Central Counterparty N.V. or any successor thereto.


 


“Eurodollar Rate”
means:


 


(a)       for
any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered
by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal
in length to such Interest Period (“LIBOR”) 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, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest Period; and


 


(b)       for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London
time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; and


 


(c)       if
the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement;.


 


provided
that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved 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 approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent. 


 








 






    	 	9	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Eurodollar
Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of
 “Eurodollar Rate”; provided that, for the avoidance of doubt, a Base Rate Loan for which the Base Rate is
determined by reference to the Eurodollar Rate shall not constitute a Eurodollar Rate Loan.


 


“Event of Default”
has the meaning specified in Section 8.01.


 


“Exchange and Clearing
Operations” means the business relating to exchange and clearing, depository and settlement operations conducted by the Borrower
or any of its Subsidiaries.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits
Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii)
that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section
10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii),
(a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to FATCA.


 


“Existing Credit
Agreement” means that certain Term Loan Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time) dated as of December 15, 2016, by and among the Borrower, each lender from time to time party hereto,
and Bank of America, N.A., as Administrative Agent.


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


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


 


“Federal Funds
Rate” means, for any day, the rate per annum calculated by the Federal Reserve System, as
published by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository
institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time
to time) and published on suchthe next
succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal
Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Fee Letter”
means the letter agreement, dated March 22, 2018, between the Borrower and the Administrative Agent.


 


“Financial
Covenant Step-up” has the meaning specified in Section 7.04.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender
that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For
purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.


 


“FRB” means
the Board of Governors of the Federal Reserve System of the United States.


 


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


 








 






    	 	10	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 


“Granting Lender”
has the meaning specified in Section 10.06(f).


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the
payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the
obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against
loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to
be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which
such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 


(a)       all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)       all
direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments;


 


(c)       net
obligations of such Person under any Swap Contract;


 


(d)       all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business);


 


(e)       indebtedness
(excluding prepaid interest thereon) of any third party secured by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


(f)       capitalfinance
leases and Synthetic Lease Obligations; and


 


(g)       all
Guarantees of such Person in respect of any of the foregoing.


 








 






    	 	11	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


For all purposes hereof,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capitalfinance lease
or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date. The amount of Indebtedness referred to in clause (e) shall be deemed to be equal to the lesser of (i) the aggregate
unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby.


 


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


 


“Indemnitees”
has the meaning specified in Section 10.04(b).


 


“Information”
has the meaning specified in Section 10.07.


 


“Initial Lender”
has the meaning specified in the introductory paragraph hereto.


 


“Interest Payment
Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and
the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any
Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.


 


“Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued
as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (in each case, subject to availability), as
selected by the Borrower in its Committed Loan Notice; provided that:


 


(i)       any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,
in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end
on the next preceding Business Day;


 


(ii)       any
Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and


 


(iii)       no
Interest Period shall extend beyond the Maturity Date.


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps
and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from
time to time, or any successor definitional booklet for interest rate derivatives published from
time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 








 











    	 	12	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 



 


“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of law.


 


“Lender”
has the meaning specified in the introductory paragraph hereto.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include
any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires
each reference to a Lender shall include its applicable Lending Office.


 


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


 


“LIBOR
Replacement Date” has the meaning specified in Section 3.03(c).


 


“LIBOR
Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or
such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).


 


“LIBOR Successor
Rate” has the meaning specified in Section 3.03(c).


 


“LIBOR
Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical,
administrative or operational matters (including, for the avoidance of doubt,
the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback
periods) as may be appropriate, in the discretion of the Administrative Agent, in consultation
with the Borrower, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration
of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary
in connection with the administration of this Agreement and any other Loan
Document).


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property,
and any financing lease having substantially the same economic effect as any of the foregoing).


 







 







    	 	13	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan.


 


“Loan Documents”
means this Agreement, each Note and, solely for purposes of the proviso in Section 10.01, the Fee Letter, and any amendment, waiver,
supplement or other modification to any of the foregoing.


 


“London Banking Day”
means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


 


“Material Adverse
Effect” means (a) a material adverse effect upon, the operations, business or properties, financial condition of the Borrower
and its Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower to perform its payment and other material
obligations under any Loan Document to which it is a party or (c) a material adverse effect upon the legality, validity, binding effect
or enforceability against the Borrower of any Loan Document to which it is a party.


 


“Material Subsidiary”
means, at any date of determination, each of the Borrower’s Subsidiaries (i) the total assets or total revenues, as applicable,
of which equal or exceed 10.0% of the consolidated total assets (as of the date of the most recent financial statements delivered pursuant
to Section 6.01) or the consolidated total revenues (for the most recent four consecutive fiscal quarter period for which financial
statements have been delivered pursuant to Section 6.01), as applicable, of the Borrower or (ii) which the Borrower has elected
to treat as a Material Subsidiary.;
provided that, EuroCCP shall not be a Material Subsidiary unless it (1) meets the test in clause (i) of this definition and contributes
at least 10.0% of the Consolidated EBITDA of the Borrower and its Subsidiaries (for the most recent four consecutive fiscal quarter period
for which financial statements have been delivered pursuant to Section 6.01) or (2) is designated as such per clause (ii) of this definition.


 


“Maturity Date”
means December 15, 20212023;
provided, however, that if such date is not a Business Day, the Maturity Date shall be the next immediately preceding Business
Day.


 


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


 


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two
of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 







 







    	 	14	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected
Lenders in accordance with the terms of Section 10.01 and (ii) has been approved by the Required Lenders.


 


“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form attached
hereto as Exhibit B.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise
with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or
any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Organization Documents”
means, (a) with respect to any corporation, the charter, certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate
or articles of formation or organization and limited liability company or operating agreement and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization
and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable
Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation
or organization of such entity.


 


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


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 3.06).


 







 







    	 	15	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Outstanding Amount”
means with respect to Committed Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings
and prepayments or repayments of Committed Loans occurring on such date.


 


“Participant”
has the meaning specified in Section 10.06(d).


 


“Participant Register”
has the meaning specified in Section 10.06(d).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under
Section 412 of the Code.


 


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


 


“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf
of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“Pre-Adjustment
Successor Rate” has the meaning specified in Section 3.03(c).


 


“Public Lender”
has the meaning specified in Section 6.02.


 


“Qualified
Acquisition” means an acquisition or series of acquisitions (whether related or unrelated) by the Borrower or any Subsidiary which
has been designated to the Lenders by an authorized officer of the Borrower as a “Qualified Acquisition” so long as the aggregate
consideration for such acquisition or series of acquisitions (in each case, including the aggregate principal amount of any Indebtedness
assumed thereby or refinanced in connection therewith) is equal to or greater than $200,000,000.


 


“Recipient”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder.


 


“Register”
has the meaning specified in Section 10.06(c).


 







 







    	 	16	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Related
Adjustment” means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below
that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:


 


(A)            
 the spread adjustment, or method for calculating or determining such
spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental
Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period
for interest calculated and/or tenor thereto) and which adjustment or method (x) is published on an information service as selected by
the Administrative Agent from time to time in its reasonable discretion or (y) solely with respect to Term SOFR, if not currently published,
which was previously so recommended for Term SOFR and published on an information service acceptable to the Administrative Agent; or


 


(B)             
the spread adjustment (which may be a positive or negative value or zero) that would
apply (or has previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into
account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).


 


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


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR
in loan agreements similar to this Agreement.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.


 


“Request for Credit
Extension” means with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice.


 


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings;
provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders.


 


“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, chief accounting officer, vice president and controller, the treasurer,
any vice president or the assistant treasurer of the Borrower, and, solely for the purposes of notices given under Article II, any other
officer of the Borrower and is so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer
of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder
that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted
on behalf of the Borrower.


 







 







    	 	17	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Sanction(s)”
means any 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 (“HMT”) or other relevant sanctions authority.


 


“Scheduled Unavailability
Date” has the meaning specified in Section 3.03(c)(ii).


 


“S&P”
means S&P Global Ratings and any successor thereto.


 


“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“SEC
Reports” means the annual, quarterly, periodic and special reports that the Borrower has publicly filed with
the SEC under Section 13 or 15(d) of the Exchange Act.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value
of the assets of such Person, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of such Person, (b) the present fair saleable value of the property of such Person will be greater than the amount that will be required
to pay the probable liability of such Person on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured, (c) such Person will be able to pay their debts and liabilities, direct, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) such Person will not have unreasonably small
capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted.
The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


“SOFR”
means with respect to any dayBusiness
Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator
of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at
approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected
or recommended by the Relevant Governmental Body.


 


“SOFR-Based Rate”
means SOFR or Term SOFR.


 


“SPC” has
the meaning specified in Section 10.06(f).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.


 







 







    	 	18	Cboe Global Markets, Inc. – Credit Agreement 
 (Term Loan Credit Facility)



     


    

 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement,
or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 


“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced
in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender
or any Affiliate of a Lender).


 


“Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease,
or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard
to accounting treatment).


 


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


 


“Term SOFR”
means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent”)
as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and
that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected
by the Administrative Agent from time to time in its reasonable discretion.


 


“Threshold Amount”
means $50,000,000100,000,000.


 







 







    	 	19	Cboe Global Markets, Inc. – Credit Agreement 
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“Total Outstandings”
means the aggregate Outstanding Amount of all Loans.


 


“Transactions”
means collectively, (i) the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, (ii) the
borrowing of the Committed Loans and use of the proceeds thereof on the Closing Date, (iii) the repayment of the Indebtedness of the Borrower
under the Existing Credit Agreement and (iv) the payment of fees and expenses incurred in connection with the foregoing and other transactions
contemplated hereby.


 


“Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


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


 


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


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


1.02.              
Other Interpretive Provisions. With reference
to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


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


 







 







    	 	20	Cboe Global Markets, Inc. – Credit Agreement 
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(b)              
In the computation of periods of time from a specified date to a later specified date, the word “from” means
 “from and including,” the words “to” and “until” each mean “to but excluding,”
and the word “through” means “to and including.”


 


(c)              Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document.


 


(d)              
Any reference herein to a merger, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, consolidation,
assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited
liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary,
joint venture or any other like term shall also constitute such a Person or entity).


 


1.03.              
Accounting Terms. (a) Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of
determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the
Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects
of FASB ASC 825 and FASB ASC 470-2068 on financial liabilities shall be disregarded.


 







 







    	 	21	Cboe Global Markets, Inc. – Credit Agreement 
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(b)              
Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and
the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such
change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without
limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited
Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto
shall enter into a mutually acceptable amendment addressing such changes, as provided for above


 


(c)              
Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower
and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar
reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate
pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.


 


1.04.              
Rounding. Any financial ratios required to
be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05.              
Times of Day; Rates. Unless otherwise specified,
all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Administrative Agent
does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration,
submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that
is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the
effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.


 


Article
II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


2.01.              
Committed Loans. Subject to the terms and
conditions set forth herein, the Initial Lender (acting
through any of its branches or affiliates) agrees
to make a single loan (collectively, the “Committed Loans”) to the Borrower on the Closing Date, in an aggregate amount
not to exceed the amount of the Initial Lender’s Commitment. The Committed Borrowing shall consist of the Committed Loan made by
the Initial Lender in accordance with its Commitment. Amounts borrowed under this Section 2.01 and repaid or prepaid may
not be reborrowed. The Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.


 







 







    	 	22	Cboe Global Markets, Inc. – Credit Agreement 
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2.02.              
Borrowings, Conversions and Continuations of Committed Loans.


 


(a)              
The Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B)
a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of
a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of the Borrowing of, any conversion to or continuation of Eurodollar Rate Loans or of any conversion
of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of the Borrowing of Base Rate Committed Loans. The
Borrowing of, each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. The Borrowing of or each conversion to Base Rate Committed Loans shall be in a principal amount of $500,000
or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting the
Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount
of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed
Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify
a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the
Borrower requests the Borrowing of, a conversion to, or a continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but
fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.


 


(b)              
Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its
Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of the Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified
in the applicable Committed Loan Notice. Upon satisfaction or waiver of the applicable conditions set forth in Section 4.01,
the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer
of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower.


 







 







    	 	23	Cboe Global Markets, Inc. – Credit Agreement 
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(c)              
Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders.


 


(d)              
The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate.


 


(e)              
After giving effect to the Committed Borrowing, all conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Committed Loans.


 


(f)               
Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of
its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,
pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.


 


2.03.              
Prepayments.


 


(a)              
Optional. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the
Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans, (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of
Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case,
if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and
the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided,
however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities,
indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section 3.05.


 






    	 	24	Cboe Global Markets, Inc. – Credit Agreement 
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(b)              
[Reserved].


 


(c)              
 Application of Prepayments. Subject to Section 2.13, each such prepayment made pursuant to Section 2.03(a)
shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages to reduce the
scheduled remaining installments of principal in direct order of maturity and all prepayments made pursuant to Section 2.03(a)
shall be accompanied by all accrued interest on the amount prepaid and any additional amounts required pursuant to Section 3.05.


 


2.04.              
[Reserved]. 


 


2.05.              
Repayment of Loans. The Borrower shall repay
to the Administrative Agent for the account of each Lender the then unpaid aggregate principal amount of all Committed Loans outstanding
on the Maturity Date.


 


2.06.              
Interest.


 


(a)              
Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus
the Applicable Rate and (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.


 


(b)         (i)             
If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.


 


(ii)             
If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.


 


(iii)           
Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and
(b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.


 


(iv)            
Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.


 


(c)              
Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times
as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law.


 







 






    	 	25	Cboe Global Markets, Inc. – Credit Agreement 
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2.07.              
 Fees. The Borrower shall pay to the Administrative
Agent the fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.


 


2.08.             Computation
of Interest and Fees. All computations of interest for
Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.10(a), bear interest for one day. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


2.09.              
Evidence of Debt. The Credit Extensions made
by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any
amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and
the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition
to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.


 


2.10.              
Payments Generally; Administrative Agent’s Clawback.


 


(a)              
General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for
any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment
in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If
any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 




 


 






    	 	26	Cboe Global Markets, Inc. – Credit Agreement 
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(b)              
 (i)           Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the
same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower
for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid
shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(ii)              Payments
by Borrower; Presumptions by Administrative Agent. (A) Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if;
(B) with respect to any payment that the Administrative Agent makes for the account of the Lenders as to which the Administrative
Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment
referred to as the “Rescindable Amount”) (1) the Borrower has not in fact made such payment,;
(2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3)
the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amountRescindable
Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation.


 






    	 	27	Cboe Global Markets, Inc. – Credit Agreement 
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A notice of the Administrative
Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest
error.


 


(c)              
Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to
be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to
the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received
from such Lender) to such Lender, without interest.


 


(d)              
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans and to make payments pursuant
to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation
or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan,
to purchase its participation or to make its payment under Section 10.04(c).


 


(e)              
Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular
place or manner.


 


2.11.               
Sharing of Payments by Lenders. If any Lender
shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any
of the Committed Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such
Committed Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations
in the Committed Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:


 


(i)               if
any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;
and


 


(ii)              the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and
in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any
of its Committed Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to
which the provisions of this Section shall apply).


 






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The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


2.12.               
[Reserved].


 


2.13.               
Defaulting Lenders.


 


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


 


(i)               Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.


 


(ii)              Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be
determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists),
to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower,
to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a
result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of
such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of
Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction
obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations
under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully
funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were
satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata
in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that
are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.13(a)(ii) shall be deemed paid to
and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)           
Certain Fees. No Defaulting Lender shall be entitled to receive
any fee payable under Section 2.07 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be
required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).


 


(b)              
Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of
the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans to
be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon such Lender will cease to be a Defaulting
Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Article
III.

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01.              
Taxes.


 


(a)              
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.


 


(i)              Any
and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative
Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative
Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to
be delivered pursuant to subsection (e) below.


 


(ii)              If
the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States
Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such
deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received
pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on
account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been
made.


 






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(iii)           
If the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct
any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions
as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e)
below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction
is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the
applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.


 


(b)              
Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall
timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely
reimburse it for the payment of, any Other Taxes.


 


(c)              
Tax Indemnifications. (i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect
thereof within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be
withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided
that such indemnity shall not, as to the demanding Lender or Administrative Agent, be available to the extent that such liabilities are
determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Lender or Administrative Agent. A certificate as to the amount of such payment or liability, with a reasonably detailed
calculation thereof, delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 Business Days after demand therefor, for any amount which a
Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.


 






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(ii)             
 Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 Business Days after
demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent
that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such
Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register
and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender that are
payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing
to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause
(ii).


 


(d)              
Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority as provided
in this Section 3.01, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence
of such payment reasonably satisfactory to the Administrative Agent.


 


(e)              
Status of Lenders; Tax Documentation.


 


(i)               Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section
3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such
completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice
the legal or commercial position of such Lender.


 






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(ii)             
 Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(D)          if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower
or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after
the date of this Agreement.


 


(iii)           
Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 


(f)                Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file
for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted
from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it
has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has
paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to
the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such
refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable
Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient
in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax
returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.


 






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(g)              
Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of
the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.


 


3.02.               
Illegality. If any Lender reasonably
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to
any Credit Extension or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed
material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market,
then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make,
maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate
Committed Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining
Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest
rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of
such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such
suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative
Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon
the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or
converted.


 






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3.03.              
 Inability to Determine Rates.
If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent
determines that (A) Dollar deposits are not being offered to banks in the interbank Eurodollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, or (B) (x) adequate and reasonable means do not exist for determining the Eurodollar Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate
Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause, “Impacted
Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for
any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar
Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the
Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended,
in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section
3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent
of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request
for a Committed Borrowing of Base Rate Loans in the amount specified therein.


 


(b)      Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) Section 3.03(a), the Administrative Agent,
in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, 
in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes
the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of Section 3.03(a), (2) the Administrative
Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain
or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates
based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the
foregoing and provides the Administrative Agent and the Borrower written notice thereof.


 


(c)       Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent reasonably
determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify
the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as
applicable) have determined, (which determination shall be conclusive absent
manifest error), that:


 






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(i)       adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period hereunder
or any other tenors of LIBOR, including, without limitation, because the LIBOR Screen Rate is not available or published on
a current basis and such circumstances are unlikely to be temporary; or


 


(ii)      the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or
such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall
no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement,
there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific
date (such specific date, the “Scheduled Unavailability Date”); or


 


(iii)   
the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over such administrator has made a public statement
announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or


 


(iiiiv)  syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or
amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then,
in the case of clauses (i)-(iii) above, on a date and time determined by the Administrative Agent (any such date, the “LIBOR Replacement
Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest
calculated and shall occur reasonably promptly (and in any event no later than the end of the next Interest Period) upon the occurrence
of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than
the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the
first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the
Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any
other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment
Successor Rate”):


 


(x)
Term SOFR plus the Related Adjustment; and


 






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(y)
SOFR plus the Related Adjustment;


 


and
in the case of clause (iv) above, the Borrower and Administrative Agent may amend this Agreement solely for the purpose of replacing
LIBOR under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate”
and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Administrative Agent shall have notified all
Lenders and the Borrower of the occurrence of the circumstances described in clause (iv) above unless, prior to such time, Lenders comprising
the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the
implementation of a LIBOR Successor Rate pursuant to such clause; provided that, if the Administrative Agent determines that Term
SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the Pre- Adjustment
Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect
was so identified, and the Administrative Agent notifies the Borrower and each Lender of such availability, then from and after the beginning
of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than
thirty (30) days after the date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall
be Term SOFR plus the relevant Related Adjustment.


 


The
Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of (x) any occurrence of any of the events,
periods or circumstances under clauses (i) through (iii) above, (y) a LIBOR Replacement Date and (z) the LIBOR Successor Rate.


 


Any
LIBOR Successor Rate shall be applied in a manner consistent with
market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such
LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.


 


Notwithstanding
anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than zero, the LIBOR Successor
Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.


 


In
connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will
have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without
any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative
Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Borrower
and the Lenders reasonably promptly after such amendment becomes
effective.


 


If
the events or circumstances of the type described in 3.03(c)(i)-(iii) have occurred with respect to the LIBOR Successor Rate then in effect,
then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.”


 






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(d)               then,
reasonably promptly afterNotwithstanding
anything to the contrary herein, (i) after any such determination by the Administrative Agent or receipt by the
Administrative Agent of any such
notice described
under Section 3.03(c)(i)-(iii), as applicable, if
the Administrative Agent determines that none of the LIBOR Successor Rates is available on or prior to the LIBOR Replacement Date,
(ii) if the events or circumstances described in Section 3.03(c)(iv) have occurred but none of the LIBOR Successor Rates is
available, or (iii) if the events or circumstances of the type described in Section 3.03(c)(i)-(iii) have occurred with respect to
the LIBOR Successor Rate then in effect and the Administrative Agent determines that none of the LIBOR Successor Rates is available,
then in each case, the Administrative Agent and the Borrower may amend this Agreement in
a manner mutually agreeable solely for the purpose of replacing LIBOR or
any then current LIBOR Successor Rate in accordance with this Section 3.03 with
(x) one or more SOFR-Based Rates or (y) at
the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable,
with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar
U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related
Adjustments and any other mathematical or other adjustments to such benchmark, 
giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit
facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information
service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the
 “Adjustment;” and.
For the avoidance of doubt, any such proposed rate, a “ and
adjustments shall constitute a LIBOR Successor Rate”), and
any.
Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall
have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required
Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in
the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an
amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided
that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based
Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied
in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by
the Administrative Agent.


 


(e)              
If, at the end of any Interest Period, relevant interest payment date
or payment period for interest calculated, no LIBOR Successor Rate has been determined in
accordance with clauses (c) or (d) of this Section 3.03 and the circumstances under clauseclauses
(c) (i) or (c)(iii) above exist or the Scheduled Unavailability
Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar
Rate Loans or,
Interest Periods, Interest Payment Dates or payment periods), and
(y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate,
until the LIBOR Successor Rate has been determined in accordance with clauses (c) or (d).  Upon receipt of such notice,
the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent
of the affected Eurodollar Rate Loans or,
Interest Periods, Interest Payment Dates or payment periods) or,
failing that, will be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.


 


Notwithstanding
anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
zero for purposes of this Agreement.


 


In
connection with the implementation of a LIBOR Successor Rate, the Administrative Agent, in
consultation with the Borrower, will have the right to make LIBOR Successor Rate Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or
consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent
shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders
reasonably promptly after such amendment becomes effective.


 






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3.04.               
Increased Costs; Reserves on Eurodollar Rate Loans.


 


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


 


(i)             
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated
by Section 3.04(e));


 


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


 


(iii)           
impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement
or Eurodollar Rate Loans made by such Lender;


 


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


 


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


 


(c)               Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in subsection (a) or (b) of this Section,
setting forth in reasonable detail the manner in which such amount or amounts was determined and delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.


 






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(d)              
Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that
the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs
incurred or reductions suffered more than nine monthsone
hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the nine-month
one hundred and eighty (180) day period referred to above shall
be extended to include the period of retroactive effect thereof).


 


(e)              
Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive),
which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received
at least 10 days’ prior written notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give written
notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from
receipt of such notice.


 


3.05.              
Compensation for Losses. Upon written
demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:


 


(a)              
any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of
the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)              
any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or
convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)              
any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request
by the Borrower pursuant to Section 10.13;


 


including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to
terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.


 






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For purposes of calculating amounts payable by
the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan
made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for
a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.


 


3.06.               
Mitigation Obligations; Replacement of Lenders.


 


(a)              
Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending
Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance
with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01,
or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender shall, as applicable,
use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate
the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.


 


(b)              
Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with
Section 3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.


 


3.07.               
Survival. All of the Borrower’s obligations
under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder,
and resignation of the Administrative Agent.


 


Article
IV.

CONDITIONS PRECEDENT


 


4.01.              
Conditions to Closing Date. The effectiveness
of this credit facility is subject to satisfaction or waiver of the following conditions precedent:


 


(a)              
The Administrative Agent’s (or its counsel) receipt of the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (as applicable), each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in
form and substance reasonably satisfactory to the Administrative Agent:


 


(i)               executed counterparts of this Agreement;


 






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(ii)             
 a Request for Credit Extension in accordance with the requirements hereof;


 


(iii)           
[Reserved];


 


(iv)           
such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of
the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower
is a party;


 


(v)            
such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized
or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect;


 


(vi)           
a favorable opinion letter of Sidley Austin LLP, counsel to the Borrower, addressed to the Administrative Agent and the Initial
Lender and covering such matters relating to the Loan Documents as the Administrative Agent may reasonably require;


 


(vii)          
a certificate signed by a Responsible Officer of the Borrower certifying (A) 
that the representations and warranties of the Borrower contained in Sections 5.01(a), 5.01(b)(ii), 5.02(a) and (c)
and 5.04 are true and correct on and as of the Closing Date and (B) the current Debt Ratings (if
any); and


 


(viii)       
such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Arranger reasonably may
require.


 


(b)              
Each of the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and
correct in all material respects on and as of Closing Date; provided, that any representation and warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein)
in all respects.


 


(c)              
No Default shall exist, or would result from the Credit Extensions or from the application of the proceeds therefrom.


 


(d)              
The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, (i)
all documentation and other information about the Borrower required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), reasonably requested in writing by the Administrative
Agent (on behalf of the Initial Lender) and (ii) to the extent any Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in
relation to such Borrower, that each Lender that so requests, in each case at least ten (10) Business Days prior to the Closing
Date.


 






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(e)              
 Any fees required to be paid on or before the Closing Date shall have been paid.


 


(f)               
Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented Attorney Costs (directly
to such counsel if requested by the Administrative Agent) of the Administrative Agent to the extent invoiced at least three Business Days
prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of such Attorney
Costs incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts
among the Borrower and the Administrative Agent).


 


Without limiting the generality
of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified
in this Section 4.01, the Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from the Lender prior to the proposed Closing Date specifying its
objection thereto.


 


Article
V.

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and
warrants to the Administrative Agent and the Initial Lender on and as of the Closing Date, both before and immediately after giving effect
to the Transactions to occur on the Closing Date that:


 


5.01.               
Existence, Qualification and Power. The Borrower
and each Material Subsidiary (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of
the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform
its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification or license, except in each case referred to in clause (b)(i) or (c), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.


 


5.02.               Authorization;
No Contravention. The execution, delivery and
performance by the Borrower of each Loan Document to which such Person is party have been duly authorized by all necessary corporate
or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization
Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment
to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties
of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which such Person or its property is subject or (c) violate any Law, except in each case referred to in clause
(b) or (c), to the extent that such conflict, breach, contravention, Lien, payment or violation, individually or
in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 






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5.03.              
Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (other than any of the foregoing
(x) which has been obtained or made and is in full force and effect and (y) as to which the failure to obtain or make, individually or
in the aggregate, would not reasonably be expected to have a Material Adverse Effect) is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document.


 


5.04.              
Binding Effect. This Agreement has been, and
each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower as a party thereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles or by principles
of good faith and fair dealing (regardless of whether enforcement is sought in equity or at law).


 


5.05.               
Financial Statements; No Material Adverse Effect.


 


(a)              
The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, (ii) fairly present, in all material
respects, the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower
and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.


 


(b)              
[Reserved]


 


(c)                Since
the date of the Audited Financial Statements, except
as specifically disclosed in the SEC Reports, there has been no event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


5.06.              
Litigation. There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated
in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any
of its Material Subsidiaries or against any of their properties or revenues that (a) purport to adversely affect the ability of the Borrower
to perform its material obligations under this Agreement or any other Loan Document, the Transactions,
or any of the transactions contemplated hereby, or (b) except as specifically disclosed in the SEC public
filings of the Borrower or its Subsidiaries prior to the date of this AgreementReports,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 






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5.07.              
 No Default. No Default has occurred and is
continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.


 


5.08.              
Ownership of Property; Liens.
Each of the Borrower and each Subsidiary (i) has good record and marketable title in fee simple to, or valid leasehold interests in, all
real property necessary or used in the ordinary conduct of its business and (ii) owns, or possesses the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably
necessary for the operation of their respective businesses, except, in each case of clauses (i) or (ii), for such defects
in title, ownership or possession as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted
by Section 7.01.


 


5.09.              
Taxes. The Borrower and each Material Subsidiary
has filed all Federal, state and other material tax returns and reports required to be filed, and has paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise
due and payable, except (x) those which are being contested in good faith by appropriate proceedings diligently conducted and for which
adequate reserves have been provided in accordance with GAAP and,
(y) those that are not overdue by more than thirty (30) days and (z) to
the extent that the failure so to file or pay would not result in a Material Adverse Effect. To the best of the Borrower’s knowledge,
there is no proposed tax assessment against the Borrower or any Material Subsidiary that would, if made, have a Material Adverse Effect.


 


5.10.               
Margin Regulations; Investment Company Act.


 


(a)              
The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or
carrying margin stock, in each case, in violation of the regulations (including Regulation T, U and X) of the FRB. Following application
of the proceeds of each Loan, not more than twenty-five percent (25%) of the value of the assets (either of each Borrower only or of such
Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 will be margin stock (within the
meaning of Regulation U issued by the FRB).


 


(b)              
None of the Borrower or any Subsidiary is or is required to be registered as an “investment company” under the Investment
Company Act of 1940.


 






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5.11.                Disclosure.
The Borrower has disclosed to the Administrative Agent and the Lenders all matters known to it, that, individually or in the
aggregate,  could reasonably be expected to result in a Material Adverse
Effect. No report, financial statement, certificate or other information furnished (in writing) by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation
of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other
information so furnished) or
by the SEC Reports), as of the date furnished, when taken as a whole, contains any material misstatement of a
material fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading (considered
in the context of all other information furnished to the Administrative Agent, including the SEC Reports); provided that,
with respect to projectedany
projections, estimates, forward-looking information or any forward-looking pro forma financial information,
forward-looking statements or other forecasts furnished
to the Administrative Agent pursuant to this Agreement, the Borrower represents only that such information was prepared
in good faith based upon assumptions believed by
management of the Borrower to be reasonable at the time. furnished
(it being understood by the Administrative Agent and the Lenders that (i) any information as it relates to future events is not to
be viewed as fact and (ii) such information is subject to significant contingencies, (iii) no assurance can be given that the
projections will be realized and (iv) actual results may differ materially from projected results set forth therein).


 


5.12.                Compliance
with Laws. The Borrower and each Material Subsidiary thereof
is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or
in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


5.13.              
OFAC; USA PATRIOT Act. Neither the Borrower,
nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer or employee thereof, is
an individual or entity that is, or is owned 50 percent or more, individually or in the aggregate, directly or indirectly, or controlled
by any individual or entity that is currently (i) the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially
Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced
by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. To the extent applicable,
the Borrower is in compliance with the Act, except to the extent that the failure to comply therewith would not reasonably be expected
to either have a Material Adverse Effect or expose any Lender to the risk of a Sanctions violation.


 


5.14.              
Anti-Corruption Laws. The Borrower and its
Subsidiaries, and to the best of the Borrower’s knowledge, the directors, officers and employees of the Borrower and its Subsidiaries,
have conducted their businesses in material compliance with (i)
the United States Foreign Corrupt Practices Act of 1977, as amended,
and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means
or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment
of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official”
(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office,
in contravention of the FCPA or (ii) the UK Bribery Act 2010, and other similar applicable
anti-bribery and anti-corruption legislation in such and other applicable jurisdictions  and have instituted and maintained
policies and procedures reasonably designed to promote and achieve continued
compliance with such laws in all material respects.


 






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5.15.              
 ERISA. The Borrower represents and warrants
as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments.


 


Article
VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall cause (except
in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) each Material Subsidiary to:


 


6.01.              
Financial Statements. Deliver to the Administrative
Agent on behalf of the Lenders, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)              
as soon as available (but in any event no earlier than the date such
items are required to be filed with the SEC), but in any event within 90 days after the end of each fiscal year of the Borrower
(commencing with the fiscal year ended December 31, 20182021),
a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements
of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied
by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall
be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like
qualification or exception or any qualification or exception as to the scope of such audit; and


 


(b)              
as soon as available (but in any event no earlier than the date such
items are required to be filed with the SEC), but in any event within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending March 31June
30, 20182021)
an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related unaudited
consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended,
and the related unaudited consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s
fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter
of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief
executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting,
in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


 


As to any information contained in materials furnished
pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a)
or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials
described in clauses (a) and (b) above at the times specified therein.


 






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6.02.              
 Certificates; Other Information. Deliver
to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)              
concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent
certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no actual
knowledge was obtained of any Default or Event of Default under the financial covenants set forth herein or, if any such Default or Event
of Default shall exist, stating the nature and status of such event, it being understood that such examination was not being directed
primarily toward obtaining knowledge of noncompliance with any provisions hereunder;


 


(b)              
concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing
with the delivery of the financial statements for the fiscal quarter ending March 31June
30, 20182021),
a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;


 


(c)              
promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication
sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports
and registration statements which the Borrower may file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required
to be delivered to the Administrative Agent pursuant hereto;;


 


(d)              
promptly following any request in writing therefor, such
information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable
 “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the
Beneficial Ownership Regulation; and


 


(e)              
promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary,
or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.


 


Notwithstanding the foregoing,
the obligations in paragraphs (a) and (b) of Section 6.01 may be satisfied with respect to financial information of the Borrower and
the Subsidiaries by furnishing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC. Documents required to be delivered
pursuant to Section 6.01(a) or (b), Section 6.02(c) or Section 6.03(d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed
to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 10.02, or 
(ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
or
(iii) such documents are posted on EDGAR; provided that,
other than with respect to any document electronically delivered pursuant to the immediately preceding clause (iii): (ix)
upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent
or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (iiy)
the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for
such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery of or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower or by a Lender with
any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of
such documents.


 






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The Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public
information with respect to the Borrower 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 Borrower hereby agrees that (w)
all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the
Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower 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 10.07), (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information” and (z) the Administrative
Agent and the Arranger shall be entitled to 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 Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”


 


6.03.              
Notices. Promptly notify the Administrative
Agent and each Lenderupon
any Responsible Officer of the Borrower obtaining actual knowledge of the following:


 


(a)              
of the occurrence of any Default known to a Responsible Officer of the Borrower;


 


(b)              
of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect; and


 


(c)              
of the occurrence of any ERISA Event; and that
has resulted or could reasonably be expected to result in a Material
Adverse Effect.


 


(d)
of any public announcement, known to a Responsible Officer of the Borrower, by Moody’s or S&P of any change in a Debt Rating.


 






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Each notice pursuant to this
Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that
have been breached.


 


6.04.              
Payment of Taxes. Pay and discharge, aswithin
thirty (30) days of the date the same shall become due and payable, all material tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, except (x) those that are being contested in good faith by appropriate proceedings
diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary and (y) as
to which the failure to pay would not reasonably be expected to have a Material Adverse Effect.


 


6.05.              
Preservation of Existence, Etc. (a) Preserve,
renew and maintain in full force and effect its legal existence except in a transaction permitted by Section 7.03, (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect and (c)
preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably
be expected to have a Material Adverse Effect.


 


6.06.              
Compliance with Laws. Comply in all material
respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property,
except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.


 


6.07.              
Books and Records. Maintain proper books of
record and account, in which full, true and correct entries  (sufficient to permit the
preparation of consolidated financial statements materially in conformity
with GAAP) shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary,
as the case may be.


 


6.08.              
Inspection Rights. Permit representatives
and independent contractors of the Administrative Agent and each Lender, at such Persons’ cost and expense and to the extent reasonably
related to the Loans or the administration or enforcement thereof, to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom (provided that such representatives and independent
contractors shall not be permitted to examine any such records if the Borrower or any Subsidiary is prohibited by applicable Laws and/or
instructions from governmental authorities from disclosing information contained in such records), and to discuss (unless prohibited
by applicable Laws and/or instructions from governmental authorities from discussing) its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at such reasonable times during normal business hours and, unless an Event of Default
exists, no more than once per calendar year and in any event, upon reasonable advance notice to the Borrower; provided,
however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without
advance notice.


 






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6.09.              
Use of Proceeds. Use the proceeds of the Credit
Extensions (i) to repay certain existing Indebtedness of the Borrower and to pay fees and expenses incurred in connection with the Transactions
and (ii) for working capital and for other general corporate purposes (including
the making of any acquisition, the Borrower may pursue in the ordinary course of its business) not in contravention of any
applicable Law or of any Loan Document.


 


6.10.              
Anti-Corruption Laws. Conduct
its businesses in material  Maintain policies
and procedures reasonably designed to promote and achieve compliance with the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-bribery and anti-corruption legislation in
such and other jurisdictions and maintain policies
and procedures reasonably designed to promote and achieve compliance with such laws.


 


Article
VII.

NEGATIVE COVENANTS


 


So long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower shall not, nor
shall it permit any Subsidiary to, directly or indirectly:


 


7.01.              
Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)              
Liens pursuant to any Loan Document;


 


(b)              
Liens existing on the date hereof and listed on Schedule 7.01 and any replacements,
renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured
or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder
and (iii) the direct or any contingent obligor with respect thereto is not changed;


 


(c)              
Liens for taxes, assessments or charges of any Governmental Authority not yet due or
which are not delinquent beyond any period of grace or remain payable without penalty or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP;


 


(d)              
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business and securing obligations that are not overdue for a period of more than
30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person;;


 






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(e)              
 pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other social security legislation or regulations or to secure letters of credit issued in compliance with such legislation or regulations,
other than any Lien imposed by ERISA;


 


(f)               
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory and regulatory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business or to secure
letters of credit issued in connection therewith;


 


(g)              
easements, rights-of-way, restrictions and other similar encumbrances affecting real property which,
in the aggregate, are not material in amount, and which  do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;


 


(h)              
Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing
appeal or other surety bonds related to such judgment;


 


(i)                
Liens securing Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other
than Equity Interests) (including (x) any Indebtedness assumed in connection with the acquisition of any such property or assets or secured
by a Lien on any such property or assets prior to the acquisition thereof and (y) any Indebtedness assumed in connection with the property
or assets of any Person that becomes a Subsidiary after the Closing Date or secured by a Lien on the property or assets of such Person
prior to the time that such Person becomes a Subsidiary) and extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (except for any accrued but unpaid interest and premium or penalty payable by the terms
of such obligations and reasonable fees and expenses associated therewith); provided that (i) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or
fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) the Indebtedness secured thereby
is incurred prior to or within 180 days after such acquisition, the completion of such construction or improvement or such Person’s
becoming a Subsidiary;


 


(j)                
banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts,
other funds maintained with a creditor depository institution, or investment or securities accounts;


 


(k)              
Liens representing any interest, title or rights of a landlord, licensor, lessor or sublicensor or sublessor under any lease or
license permitted by this Agreement and leases, subleases and licenses granted to others not materially interfering with the ordinary
business of the Borrower and its Subsidiaries;


 


(l)                
Liens securing Swap Contracts arising in the ordinary course of business and not for speculative purposes;


 






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(m)            
 Liens granted by a Subsidiary to secure obligations that do not constitute Indebtedness and are incurred in connection with the
Exchange and Clearing Operations of such Subsidiary;


 


(n)              
Liens on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 7.02(h);


 


(o)              
Liens securing Indebtedness incurred pursuant to Section 7.02(a) and securing any Guarantees by the Borrower or any Subsidiary
of any such Indebtedness;


 


(p)              
Liens securing Indebtedness incurred pursuant to Section 7.02(j) or 7.02(k);
provided that such Liens do not at any time encumber any property other than the property financed by, or constructed or improved
with the proceeds of, such Indebtedness;


 


(q)              
Liens solely on earnest money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase
agreement in respect of any acquisition or investment;


 


(r)               
Liens on assets of the EuroCCP settlement and
clearing business securing Indebtedness incurred pursuant to Section 7.02(p); and


 


(s)               
Liens not otherwise permitted under clauses (a)-(qr)
of this Section 7.01, provided that neither the aggregate outstanding Indebtedness secured thereby, nor the aggregate fair
market value (determined, in the case of each such Lien, as of the date such Lien is incurred) of all assets subject to such Liens, shall
exceed $150,000,000250,000,000
at any time.


 


7.02.              
Subsidiary Indebtedness. Permit any Subsidiary
to create, incur, assume or permit to exist any Indebtedness of such Subsidiary,
except:


 


(a)        
Indebtedness of any Subsidiary to the Borrower or any other Subsidiary;


 


(b)        
Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise
permitted by this Section 7.02;


 


(c)              
Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing
workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement
or indemnification obligations to such Person, in each case incurred in the ordinary course of business and
Indebtedness representing deferred compensation to employees incurred in the ordinary course of business;


 


(d)              
Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion
guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary
course of business and Indebtedness arising from deposits and advance payments
given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance
arrangements;


 






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(e)              
 Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary;


 


(f)               
Indebtedness arising from (A) the honoring by a bank or financial
institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, so
long as such Indebtedness is repaid within five (5) Business Days;(B)
customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of business, or (D) cash pooling and
notional pooling arrangements in the ordinary course of business;


 


(g)              
any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms
and in respect of marketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign
exchange, swap or derivative transaction in the ordinary course of business; provided that the amount of such Indebtedness does
not exceed the principal amount of the securities sold;


 


(h)              
Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;


 


(i)                
Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment of purchase or acquisition price
or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets
or a Subsidiary not prohibited by this Agreement;


 


(j)                
Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including
finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable
by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i)
 such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction
or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section
7.02(j), when combined with the aggregate principal amount of all capital lease obligations and Synthetic Lease Obligations
incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding;;


 


(k)              
 capital lease obligations and Synthetic Lease Obligations in an aggregateIndebtedness
existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided
that the principal amount, when combined with the aggregate principal amount of all Indebtedness
incurred pursuant to Section 7.02(j), not in excess of $25,000,000 at any one time outstanding;
of such Indebtedness is not increased at the time of such refinancing, renewal,
amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing, renewal, amendment or extension;


 


(l)                
Indebtedness of any Person that becomes a Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary
(not
including any renewals, refinancings, replacements, or extensions thereof); provided that (i) such Indebtedness exists
at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such
Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such
asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition
agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of
Default shall have occurred and be continuing; provided that
the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed
$50,000,000 at any one time outstanding and
the Borrower shall be in compliance with Section 7.04 of this Agreement;


 






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(m)            
Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse
repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement
or transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations
in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including
any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its
liabilities; provided that the amount of such Indebtedness outstanding at any
time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable
agreement or transaction at such time; 


 


(n)              
any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment,
commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading
on or through such system or exchange; provided that any advances thereunder
are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; 


 


(o)              
Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price,
or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition
or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;


 


(p)              
Indebtedness of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal
procedures, agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred
in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder
are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; and


 


(q)              
other Indebtedness of the Subsidiaries in an aggregate principal amount not exceeding the greater of (x) $250,000,000350,000,000
at any one time outstanding and (y) 35.0% of Consolidated EBITDA for the four consecutive fiscal quarter period of the Borrower most-recently
ended on or prior to the most recent date any Indebtedness is incurred in reliance on this clause (q) for which financial
statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.01.


 






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7.03.              
 Fundamental Changes. Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event
of Default exists or would result therefrom:


 


(a)              
any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii)
any one or more other Subsidiaries;


 


(b)              
any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower
or to another Subsidiary;


 


(c)              
any Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.04,
if applicable, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (upon
voluntary liquidation or otherwise) (whether now owned or hereafter acquired) to or in favor of any Person; and


 


(d)              
the Borrower may merge with any other Person so long as the Borrower is the surviving entity and such merger complies with Section
7.04.


 


7.04.              
Financial Covenants.


 


(a)              
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during
any period of four, determined as of the end of any
fiscal quartersquarter
of the Borrower to be greater than 3.50 to 1.00.;
provided that the Consolidated Leverage Ratio may, at the request of the Borrower, be increased to 4.00 to 1.00 from 3.50 to 1.00 for
four consecutive fiscal quarters beginning with the first fiscal quarter in which a Qualified Acquisition is reflected in the Consolidated
Leverage Ratio (the “Financial Covenant Step-up”), provided that there shall not be more than one Financial Covenant Step-up
during the term of this Agreement.


 


(b)              
Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter
of the Borrower to be less than 4.00 to 1.00.


 


7.05.              
Use of Proceeds. Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within
the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose, in each case,  in violation of,
or for a purpose which violates, Regulation T, U or X
of the FRB.


 


Article
VIII.

EVENTS OF DEFAULT AND REMEDIES


 


8.01.              
Events of Default. Any of the following shall
constitute an Event of Default:


 


(a)              
Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan,
or (ii) within five (5) days after the same becomes due, any interest on any Loan, any fee due hereunder, or any other amount payable
hereunder or under any other Loan Document; or


 






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(b)              
Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section
6.03(a), Section 6.05(a) (with respect to the Borrower
only) or Article VII; or


 


(c)              
Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after
the earlier of (i) receipt of written
notice of such default by a Responsible Officer of the Borrower from the Administrative Agent or any Lender and
(ii) any Responsible Officer of the Borrower knows; or


 


(d)              
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by
or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall
be incorrect or misleading in any material respect (or, to the extent qualified by materiality or by reference to Material Adverse Effect,
in any respect) when made or deemed made; or


 


(e)     
Cross-Default.(i) The Borrower or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise but subject to any applicable grace period) in respect of any Indebtedness or
Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding
principal amount (including undrawn committed or available amounts and including amounts owing
to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount and
such failure is not waived and continues beyond any cure period as may be specifically noted therein, or (B) fails to observe
or perform any other material agreement or condition relating to
any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other
event occurs (in each case, subject to any applicable grace period), the effect of which default or other event is to cause, or to permit
the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or
to become due and payable or to be repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to
its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded and
such failure is not waived or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap
Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Material Subsidiary is the
Defaulting Party (as defined in such Swap Contract) that is not waived and
continues beyond any cure period provided therein or (B) any Termination Event (as so defined) under such Swap Contract as
to which the Borrower or any Material Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold Amount; or


 






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(f)               
 Insolvency Proceedings, Etc. The Borrower or any of its Material Subsidiaries institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material
part of its property, or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues undischarged or unstayed for 60 consecutive
calendar days, or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues undismissed or,
unstayed, unvacated or unbonded for 60 consecutive
calendar days, or an order for relief is entered in any such proceeding, or the Borrower becomes subject to a Bail-In Action;
or


 


(g)              
Inability to Pay Debts; Attachment.(i)  The Borrower or any Material Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due,
or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or;
or


 


(h)              
Judgments. There is entered against the Borrower or any Material Subsidiary (i) one or more final judgments or orders for
the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered
by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments
that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A)
enforcement proceedings are commenced by any creditor uponthe
Borrower is not actively challenging the validity, enforceability or effectiveness of such judgment or order, or (B) there
is a period of 3060
consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


 


(i)                
ERISA.(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted in liability of
the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of the Threshold Amountthat could reasonably be expected
to have a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amountthat
could reasonably be expected to have a Material Adverse Effect; or


 


(j)                
Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than
as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect,
or the Borrower contests in any manner the validity or enforceability of any Loan Document, denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; it being understood that the application
of Write-Down and Conversion Powers by any Resolution Authority (or the public announcement of the impending application of such powers)
with respect to any liabilities of the Borrower under any Loan Document shall be deemed an Event of Default under this clause; or


 


(k)              
 Change of Control. There occurs any Change of Control with respect to the Borrower.


 






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8.02.              
Remedies Upon Event of Default. If any Event
of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
by written notice of the Borrower (other than with respect to an Event of Default
pursuant to Section 8.01(f)) take any or all of the following actions:


 


(a)              
declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;


 


(b)              
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower; and


 


(c)              
exercise on behalf of itself and the Lenders all rights and remedies available to it and to the Lenders under the Loan Documents;


 


provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy
Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further
act of the Administrative Agent or any Lender.


 


8.03.              
Application of Funds. After the exercise of
remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth
in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to Section 2.13,
be applied by the Administrative Agent in the following order:


 


First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs to
the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including Attorney Costs to the respective Lenders and amounts payable under Article III), ratably among them in
proportion to the respective amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among
the Lenders in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to
the respective amounts described in this clause Fourth held by them; and


 


 Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 






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Article
IX.

ADMINISTRATIVE AGENT


 


9.01.              
Appointment and Authority. Each of the Lenders
hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents
and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent, the Lenders, and the Borrower shall not have rights as a third party beneficiary
of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents
(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended
to create or reflect only an administrative relationship between contracting parties.


 


9.02.              
Rights as a Lender. The Person serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of banking,
trust, financial, advisory, underwriting or other business with the Borrower or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or
to provide notice or consent of the Lenders with respect thereto.


 


9.03.              
Exculpatory Provisions. The Administrative
Agent or the Arranger, as applicable, shall not have any duties
or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative
in nature. Without limiting the generality of the foregoing, the Administrative Agent or
the Arranger, as applicable and its Related Parties:


 


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


 


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


 






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


 


The Administrative Agent shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by
the Borrower or a Lender.


 


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


 


9.04.              
Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must
be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender
unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


9.05.              
Delegation of Duties. The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply
to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except
to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent
acted with gross negligence or willful misconduct in the selection of such sub-agents.


 






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9.06.              
Resignation of Administrative Agent.


 


(a)              
The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor
Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent
be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.


 


(b)              
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person
as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required
Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such
notice on the Removal Effective Date.


 


(c)              
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity
payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time,
if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights
to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the
Removal Effective Date, as applicable) and the retiring or removed Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The
fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder
and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit
of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii)
after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents,
including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect
of any actions taken in connection with transferring the agency to any successor Administrative Agent.


 






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9.07.              
Non-Reliance on Administrative Agent and Other Lenders.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis andof,
appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness
of the Borrower or any of its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder. and
to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and
other condition and creditworthiness of the Borrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms
of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is
entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities
set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial
instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it
is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein,
as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or
hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or
providing such other facilities.


 


 


9.08.              
No Other Duties, Etc. Anything herein to the
contrary notwithstanding, the Arranger shall not have any powers, duties or responsibilities under this Agreement or any of the other
Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender.


 






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9.09.              
 Administrative Agent May File Proofs of Claim.
In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative
Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


 


(a)              
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative
Agent under Sections 2.07 and 10.04) allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the
Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and
10.04.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to
vote in respect of the claim of any Lender in any such proceeding.


 


9.10.              
Erroneous Payments.


 


(a)              
If
the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient,
a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt
of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent
or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient
(whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment
or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property
of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf,
shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day
funds, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive,
absent manifest error.


 






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(b)              
Without limiting immediately preceding clause (a), each Payment Recipient hereby
further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of
principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different
amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent
(or any of its Affiliates) with respect to such payment, prepayment or repayment (a “Payment Notice”), (y) that was not preceded
or accompanied by a Payment Notice, or (z) that such Payment Recipient otherwise becomes aware was transmitted, or received, in error
or by mistake (in whole or in part) in each case:


 


(A)            
an error may have been made (in the case of immediately preceding clauses (x) or
(y)) or an error has been made (in the case of immediately preceding clause (z)) with respect to such payment, prepayment or repayment;
and


 


(B)             
such Payment Recipient shall promptly (and, in all events, within one Business Day
of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof
and that it is so notifying the Administrative pursuant to this Section 9.10(b).


 


(c)              
Each Lender hereby authorizes the Administrative Agent to set off, net and apply
any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative
Agent to such Lender from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under
the indemnification provisions of this Agreement. For the avoidance of doubt, the Borrower shall continue to be deemed to have performed
its payment obligations with respect to any amount subject to such set off, netting or application pursuant to the precedent sentence.


 


(d)              
In
the event an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment
(or portion thereof) (or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf)
(such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s request to such
Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) in an amount equal to the Erroneous
Payment Return Deficiency (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”)
at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and
is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic platform as to which the Administrative
Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver
any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall
be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the Administrative Agent as
the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender
shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt,
its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Lender. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and
such Commitments shall remain available in accordance with the terms of this Agreement.


 






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(e)              
The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by the Borrower, except to the extent such Erroneous Payment is, and solely with respect
to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose
of repaying or prepaying the Obligations. 


 


(f)               
To the extent permitted by applicable law, no Payment Recipient shall assert any
right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off
or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received,
including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(g)              
Each party’s obligations, agreements and waivers under this Section 9.10
shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement
of a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof)
under any Loan Document.


  


Article
X.

MISCELLANEOUS


 


10.01.          
Amendments, Etc. No amendment or waiver of
any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective
unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


 






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(a)              
 waive any condition set forth in Section 4.01(a) without the written consent of each Lender;


 


(b)              extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without
the written consent of such Lender;


 


(c)              
postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby;


 


(d)              
reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the final proviso
to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent
of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary
(i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate
or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to
reduce the rate of interest on any Loan or to reduce any fee payable hereunder;


 


(e)              change Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender; or


 


(f)               change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant
any consent hereunder without the written consent of each Lender;


 


(g)              subordinate, or have the effect of subordinating, the Obligations hereunder to any
other Indebtedness or other obligation without the written consent of each Lender;


 


and, provided further, that
(i) no amendment, waiver or consent shall unless signed by the Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (ii) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary
herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of
the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or
extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall
require the consent of such Defaulting Lender.


 


Notwithstanding
any provision herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission,
mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules
and exhibits thereto), then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such
provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective
without any further action or consent of any other party to this Agreement.


 












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10.02.          
Notices; Effectiveness; Electronic Communication.


 


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


 


(i)                
if to the Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02; and


 


(i)                if to any other Lender, 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 Lender on its Administrative Questionnaire
then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


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 normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall
be effective as provided in such subsection (b).


 


(b)              
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in their 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 normal business hours 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.


 












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(c)              
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 Borrower, any Lender or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s
or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims,
damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent
Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).


 


(d)              
Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile, telephone number
or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may
change its address, facsimile, telephone number or electronic mail address for notices and other communications hereunder by notice to
the Borrower and the Administrative Agent. In addition, each Lender 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 Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender 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 Lender
or its delegate, in accordance with such Public Lender’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 Borrower or its securities for purposes
of United States Federal or state securities laws.


 


(e)              
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act
upon any notices (including telephonic or
electronic notices, Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative
Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance
by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications
with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 












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10.03.          
No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power
or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder or under any other Loan Document
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.


 


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit
of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising
on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under
the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms
of Section 2.11), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during
the pendency of a proceeding relative to the Borrower under any Debtor Relief Law and; provided, further, that if at any
time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall
have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters
set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.11, any Lender may, with
the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


 


10.04.          
Expenses; Indemnity; Damage Waiver.


 


(a)               Costs
and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates (including Attorney Costs for the Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery 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) and (ii) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent or any Lender (including Attorney Costs for the Administrative Agent or any Lender), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights
under this Section, or (B) in connection with the Loans made, including all such reasonable and documented out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans.


 












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(b)              
Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the
Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney
Costs of one counsel for all Indemnitees in connection with indemnification claims arising out of the same facts or circumstances (and,
if necessary, of a single local counsel to the Indemnitees in each relevant jurisdiction and, in the case of an actual or perceived conflict
of interest, one additional counsel in each applicable jurisdiction to affected or similarly situated Indemnitees), incurred by any Indemnitee
or asserted against any Indemnitee arising out of, in connection with (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative
Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including
in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii)
any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries or (iv) any actual claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by
a third party or by the Borrower or an Indemnitee, and regardless of whether any Indemnitee is a party thereto (but subject to clause
(z) of the following proviso); provided that any such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence, bad faith or willful misconduct of, or material breach of the Loan Documents by,
such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction or (z) arise solely from a dispute between Indemnitees which (i) do not
arise, in whole or in part, from any action or omission by the Borrower, and (ii) are not brought against any person in its capacity as
agent, arranger or a similar capacity. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not
apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim


 


(c)               Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of
the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the
case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as
such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection
with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).


 












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(d)              
Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert,
and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement
or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from
the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent
jurisdiction.


 


(e)              
Payments. All amounts due under this Section shall be payable not later than thirty days after written demand therefor (together
with reasonable backup documentation supporting any such reimbursement request).


 


(f)               
Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation
of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction
or discharge of all the other Obligations.


 


10.05.          
Payments Set Aside. To the extent that any
payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal
to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.


 












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10.06.          
Successors and Assigns.


 


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


 


(b)              
Assignments by Lenders. Any Lender may at any time assign to one or more assignees (other
than any Competitor; provided, that the list of Competitors included in the definition of the “Competitors” is permitted to
be made available to any Lender who specifically requests are copy thereof) all or a portion of its rights and obligations
under this Agreement and the other Loan Documents at the time owing
to it); provided that any such assignment shall be subject to the following conditions:


 


(i)                
Minimum Amounts.


 


(A)            
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the
time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal
at least the amount specified in or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and


 


(B)             
in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of
the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consentconsents
(each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members
of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee
and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has
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(ii)             
 Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement and the other Loan
Documents with respect to the Loans or the Commitment assigned;


 


(iii)           
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:


 


(A)            
the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender
or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;and


 


(B)             
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment
is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;


 


(iv)            
Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption (which shall contain, without limitation, a representation and
warranty from the assignee that such assignee is not a Competitor), together with a processing and recordation fee in the amount
of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


 


(v)              
No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates
or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute
any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of a natural Person).


 


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


 












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Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment
and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,
and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that
except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver
or release of any claim or any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower
(at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with subsection (d) of this Section.


 


(c)              
Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely
for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it
(or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
 “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable prior notice.


 












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(d)               Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, a Defaulting Lender or the Borrower or any Affiliates or Subsidiaries of the Borrower or
any Competitor; provided, that the list of Competitors included in the definition of “Competitors” is permitted to be
made available to any lender who specifically requests a copy thereof) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for
the indemnity under Section 10.04(c) without regard to the existence of any participation.


 


Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver
or other modification described in the first proviso to Section 11.01 that affects such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that
the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph
(b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect
to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to
the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to
cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that
such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 












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


 


(f)               
Granting Lenders. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to fund any Loan; and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of
such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that
(A) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase
or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04); (B) no
SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable (which indemnity
or similar payment obligation should be retained by the Granting Lender); and (C) the Granting Lender shall for all purposes, including
the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder.
The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan
were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial
paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained in this Section 10.06, any SPC may (x) with notice to, but without prior consent of the Borrower
and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment
with respect to any Loan to the Granting Lender and (y) disclose on a confidential basis (and in accordance with Section 10.07)
any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or
Guarantee or credit or liquidity enhancement to such SPC.


 












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10.07.          
Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders shall maintain
the confidentiality of the Information (as defined below) and shall use such Information solely for the purpose of providing the services
that are subject to this Agreement and the other Loan Documents, except that Information may be disclosed (a) to its respective Affiliates,
its auditors and its Related Parties who need to know such information in connection with this Agreement, the other Loan Documents and
the transactions contemplated hereby and thereby (it being understood that the Persons, including, for the avoidance of doubt, the Related
Parties of such Persons, to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential in accordance with the provisions of this Section), (b) to the extent required or requested by
any regulatory authority having jurisdiction over such Person or its Related Parties, (c) pursuant to the order of any court or administrative
agency, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document
or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those
of this Section or as otherwise reasonably acceptable to the Borrower and such Person, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights and obligations under this Agreement (in
each case, other than to any Competitor) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative
or other transaction under which payments are to be made by reference to the Borrower or any of its subsidiaries or any of their respective
obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the
Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection
with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder,
(h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Agreement or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a
non-confidential basis from a source other than the Borrower that, to such Person’s knowledge, is not subject to confidentiality
obligations to the Borrower; provided, that, in the case of clauses (b) and (e) above (except with respect to any
routine or ordinary course audit or examination conducted by bank accountants or any governmental bank or regulatory authority exercising
examination or regulatory authority), each of the Administrative Agent and the Lenders agree to (A) inform the Borrower promptly thereof
prior to such disclosure to the extent not prohibited by law, rule or regulation, (B) use its respective reasonable efforts, at the request
and expense of the Borrower, to cooperate with the Borrower to the extent the Borrower may seek to limit such disclosure, (C) exercise
reasonable efforts, at the Borrower’s expense, to obtain an appropriate protective order or other reliable assurance that confidential
treatment will be accorded to the information and (D) only disclose that portion of information such Person’s counsel advises that
it is legally required to disclose. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement
and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers
to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.


 


For purposes of this Section,
 “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on
a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from
the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.


 


Each of the Administrative
Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary,
as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle
such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.


 












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10.08.          
 Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender
or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured
or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated
on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts
so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section
2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent
a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff
.. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity
of such setoff and application.


 


10.09.          
Interest Rate Limitation. Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).If the Administrative Agent
or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law,
(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations hereunder.


 


10.10.           Counterparts;
Integration; Effectiveness. This Agreement and
each of the other Loan Documents may be
executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging (e.g., “.pdf”
or “.tif”) means shall be effective as delivery of a manually executed counterpart of this Agreement.


 












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10.11.          
Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto
or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties
have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied.


 


10.12.          
Severability. If any provision of this Agreement
or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions
of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting
Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent then such provisions shall be
deemed to be in effect only to the extent not so limited.


 


10.13.          
Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06,
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing
rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents
to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:


 


(a)              
the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);


 


(b)              
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section
3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts);









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(c)              
 in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be
made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(d)              
such assignment does not conflict with applicable Laws; and


 


(e)              
in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented
to the applicable amendment, waiver or consent.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


 


10.14.          
Governing Law; Jurisdiction; Etc. 


 


(a)              
GOVERNING LAW. This Agreement and the other Loan Documents and any claims, controversy,
dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any
other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and
thereby shall be governed by, and construed in accordance with, the law of the State of NEW yORK.


 


(b)               SUBMISSION
TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY agrees that
it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract
or in tort or otherwise, against any other party hereto or any Related Party of the foregoing in any way relating to this Agreement
or any other Loan Document or the transactions relating hereto or thereto, in any forum other than THE COURTS OF THE STATE OF
NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS
AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 












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(c)              
WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(d)              
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


10.15.          
Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


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


 












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10.17.          
Electronic Execution of Assignments and Certain Other Documents.



 


(a)        
 The words “execute,” “execution,” “signed,” “signature,” and words of like import
in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved
by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided
that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


(b)         This
Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or
authorization related to this Agreement (each a “Communication”), including Communications required to be in
writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. The Borrower agrees that any
Electronic Signature on or associated with any Communication shall be valid and binding on the Borrower to the same extent as a
manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and
binding obligation of the Borrower enforceable against the Borrower in accordance with the terms thereof to the same extent as if a
manually executed original signature was delivered.   Any Communication may be executed in as many counterparts as
necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same
Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or
acceptance by the Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted
into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for
transmission, delivery and/or retention. The Administrative Agent and each of the Lenders may, at its option, create one or more
copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document.  All Communications in
the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the
same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the
Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed
to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the
extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders
shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any
Loan Partythe
Borrower without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic
Signature shall be promptly followed by such manually executed counterpart. 


 












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10.18.          
USA PATRIOT Act. Each Lender that is subject
to the Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any
Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the
Act.


 


10.19.          
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of the Borrower or any Lender that is an Affected 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 the applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 












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


 


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


 


	 	CBOE GLOBAL MARKETS, INC.,
	 	as Borrower
	 	 
	 	By:	 
	 	Name: 	Brian N. Schell
	 	Title:	Executive Vice President and Chief Financial Officer


 


[Cboe Global Markets, Inc. – Signature Page to Credit Agreement (Term Loan Credit Facility)]


 






    


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent
	 	 
	 	By:	 
	 	Name: 	Maryanne Fitzmaurice
	 	Title:	Director


 


[Cboe Global Markets, Inc. – Signature Page to Credit Agreement (Term Loan Credit Facility)]


 






    


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as Lender
	 	 
	 	By:	 
	 	Name: 	Maryanne Fitzmaurice
	 	Title:	Director


 


[Cboe Global Markets, Inc. – Signature Page to Credit Agreement (Term Loan Credit Facility)]