Common use of Conditions to Initial Advance Clause in Contracts

Conditions to Initial Advance. The Banks shall not be required to make the initial Advance hereunder unless the Company has furnished to each such Bank: (i) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware. (ii) A copy, certified by the Secretary or Assistant Secretary of the Company, of CME's Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iii) An incumbency certificate, in substantially the form of EXHIBIT G hereto, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (iv) A certificate, signed by the president & CEO, managing director & president of the Clearing House division, managing director and chief administrative officer, or managing director & chief financial officer of the Company or his delegate, in substantially the form of EXHIBIT B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION 13.1 hereof, and shall be deemed given to such Bank as provided therein. (v) A written opinion of the Company's counsel, addressed to the Banks, covering the matters set forth in EXHIBIT C hereto. (vi) A Note, duly executed and delivered by the Company and payable to the order of such Bank. (vii) A copy of the Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein. (viii) A copy of the Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, The Bank of New York, as Securities Intermediary and the Collateral Agent.

Conditions to Initial Advance. The Banks No Bank shall not be required to make the initial Advance hereunder unless the Company has furnished to each such Bank: (i) A copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (ii) A copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (iii) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware. (iiiv) A copy, certified by the Secretary or Assistant Secretary of the Company, of CME's ’s Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iiiv) An incumbency certificate, in substantially the form of EXHIBIT Exhibit G hereto, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (ivvi) A certificate, signed by the CEO, president & CEOand COO, managing director & president of the Clearing House division, managing director and chief administrative officer, or managing director & chief financial officer of the Company or his delegate, in substantially the form of EXHIBIT Exhibit B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION Section 13.1 hereof, and shall be deemed given to such Bank as provided therein. (vvii) A written opinion of the Company's ’s counsel, addressed to the BanksBanks (or upon which the Banks may rely), covering the matters set forth in EXHIBIT Exhibit C hereto. (viviii) A Note, duly executed and delivered by the Company and payable to the order of such Bank. (viiix) A copy of the Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named thereintherein and the Collateral Agent. (viiix) A copy of the Securities Account Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, The Bank of New York, as Securities Intermediary (as defined therein) and the Collateral Agent.

Conditions to Initial Advance. The Banks No Bank shall not be required to make the initial Advance hereunder unless the Company has furnished to Administrative Agent on or prior to the date of the initial Advance in sufficient counterparts for each such of the Banks the following (except any of the following that the Company or Administrative Agent has previously delivered to each Bank:): (i) A copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (ii) A copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (iii) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware. (iiiv) A copy, certified by the Secretary or Assistant Secretary of the Company, of CME's ’s Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iiiv) An incumbency certificate, in substantially the form of EXHIBIT Exhibit G hereto, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate Administrative Agent and the Banks shall be entitled to rely until informed of any change in writing by the Company. (ivvi) A certificate, signed by the (a) chief executive officer of the Company, (b) president & CEOchief operating officer of the Company, (c) managing director & president of the Clearing House division, managing director and chief administrative officer, or (d) managing director & chief financial officer of the Company Company, or in each case his or her delegate, in substantially the form of EXHIBIT Exhibit B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION Section 13.1 hereof, and shall be deemed given to such Bank Administrative Agent as provided therein. (vvii) A written opinion of the Company's ’s counsel, addressed to Administrative Agent and the BanksBanks (or upon which Administrative Agent and the Banks may rely), covering the matters set forth in EXHIBIT Exhibit C hereto. (viviii) A NoteNotes, each duly executed and delivered by the Company and payable to the order of such the respective Bank. (viiix) A copy of the Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named thereintherein and Collateral Agent. (viiix) A copy of the Securities Account Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, The Bank of New York, as Securities Intermediary (as defined therein) and the Collateral Agent. (xi) A copy of the Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact, Bank of America, N.A. and Collateral Agent. (xii) A copy of the Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact, ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. and Collateral Agent. (xiii) A copy of the Uncertificated Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact, Phoenix Equity Planning Corporation, as Transfer Agent (as defined therein), and Collateral Agent. (xiv) A copy of the Uncertificated Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, Boston Financial Data Services, Inc., as Transfer Agent (as defined therein), and Collateral Agent.

Conditions to Initial Advance. The Banks No Bank shall not be required to make the initial Advance hereunder unless the Company has furnished to Administrative Agent on or prior to the date of the initial Advance in sufficient counterparts for each such of the Banks the following (except any of the following that the Company or Administrative Agent has previously delivered to each Bank:): (i) A copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. CHICAGO MERCANTILE EXCHANGE INC. 2008 CREDIT AGREEMENT (ii) A copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (iii) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware. (iiiv) A copy, certified by the Secretary secretary or Assistant Secretary assistant secretary of the Company, of CME's the Company’s Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iiiv) An incumbency certificate, in substantially the form of EXHIBIT Exhibit G hereto, executed by the Secretary secretary or Assistant Secretary assistant secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate Administrative Agent and the Banks shall be entitled to rely until informed of any change in writing by the Company. (ivvi) A certificate, signed by the (a) chief executive officer of the Company, (b) president & CEOof the Company, (c) managing director & president of the Clearing House division, managing director and chief administrative officerdivision of the Company, or (d) managing director & chief financial officer of the Company Company, or in each case his or her delegate, in substantially the form of EXHIBIT Exhibit B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION Section 13.1 hereof, and shall be deemed given to such Bank Administrative Agent as provided therein. (vvii) A written opinion of the Company's ’s counsel, addressed to Administrative Agent and the BanksBanks (or upon which Administrative Agent and the Banks may rely), covering the matters set forth in EXHIBIT Exhibit C hereto. (viviii) A NoteNotes, each duly executed and delivered by the Company and payable to the order of such the respective Bank. (viiix) A copy of the CME Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, and Collateral Agent. (viiix) A copy of the NYMEX Security and Pledge Agreement, duly executed and delivered by NYMEX, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, and Collateral Agent. CHICAGO MERCANTILE EXCHANGE INC. 2008 CREDIT AGREEMENT (xi) A copy of the Securities Account Control Agreement, duly executed and delivered by the Company, JPMorgan Chase Bank, N.A., as Securities Intermediary (as defined therein), and Collateral Agent. (xii) A copy of the Securities Account Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor the grantors named therein, The Bank of New YorkYork Mellon, N.A. as Securities Intermediary (as defined therein), and the Collateral Agent. (xiii) A copy of the Uncertificated Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of certain of the grantors named therein, NYMEX, as Member Attorney-in-Fact on behalf of certain of the grantors named therein, Phoenix Equity Planning Corporation, as Transfer Agent (as defined therein), and Collateral Agent. (xiv) A copy of the Uncertificated Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of certain of the grantors named therein, NYMEX, as Member Attorney-in-Fact on behalf of certain of the grantors named therein, Boston Financial Data Services, Inc., as Transfer Agent (as defined therein), and Collateral Agent.

Conditions to Initial Advance. The Banks No Bank shall not be required to make the initial Advance hereunder unless the Company has furnished to Administrative Agent on or prior to the date of the initial Advance in sufficient counterparts for each such of the Banks the following (except any of the following that the Company or Administrative Agent has previously delivered to each Bank:): (i) A copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. CHICAGO MERCANTILE EXCHANGE INC. 2007 CREDIT AGREEMENT (ii) A copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (iii) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware. (iiiv) A copy, certified by the Secretary secretary or Assistant Secretary assistant secretary of the Company, of CME's the Company’s Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iiiv) An incumbency certificate, in substantially the form of EXHIBIT Exhibit G hereto, executed by the Secretary secretary or Assistant Secretary assistant secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate Administrative Agent and the Banks shall be entitled to rely until informed of any change in writing by the Company. (ivvi) A certificate, signed by the (a) chief executive officer of the Company, (b) president & CEOof the Company, (c) managing director & president of the Clearing House division, managing director and chief administrative officer, or (d) managing director & chief financial officer of the Company Company, or in each case his or her delegate, in substantially the form of EXHIBIT Exhibit B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION Section 13.1 hereof, and shall be deemed given to such Bank Administrative Agent as provided therein. (vvii) A written opinion of the Company's ’s counsel, addressed to Administrative Agent and the BanksBanks (or upon which Administrative Agent and the Banks may rely), covering the matters set forth in EXHIBIT Exhibit C hereto. (viviii) A NoteNotes, each duly executed and delivered by the Company and payable to the order of such the respective Bank. (viiix) A copy of the Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named thereintherein and Collateral Agent. (viiix) A copy of the Securities Account Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, The Bank of New YorkJPMorgan Chase Bank, N.A., as Securities Intermediary (as defined therein) and Collateral Agent. CHICAGO MERCANTILE EXCHANGE INC. 2007 CREDIT AGREEMENT (xi) A copy of the Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact, Bank of America, N.A. and Collateral Agent. (xii) A copy of the Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact, ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. and Collateral Agent. (xiii) A copy of the Uncertificated Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact, Phoenix Equity Planning Corporation, as Transfer Agent (as defined therein), and Collateral Agent. (xiv) A copy of the Uncertificated Securities Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, Boston Financial Data Services, Inc., as Transfer Agent (as defined therein), and Collateral Agent.

Conditions to Initial Advance. The Banks No Bank shall not be required to make the initial Advance hereunder unless the Company has furnished to each such Bank: (i) A copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (ii) A copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and correct as of the date hereof. (iii) A certificate of good standing with respect to the Company, certified by the Secretary of State of Delaware. (iiiv) A copy, certified by the Secretary or Assistant Secretary of the Company, of CME's ’s Board of Directors' ’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank) authorizing the execution of the Loan Documents. (iiiv) An incumbency certificate, in substantially the form of EXHIBIT Exhibit G hereto, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, including telephonic borrowings, upon which certificate the Banks shall be entitled to rely until informed of any change in writing by the Company. (ivvi) A certificate, signed by the CEO, president & CEOand COO, managing director & president of the Clearing House division, managing director and chief administrative officer, or managing director & chief financial officer of the Company or his delegate, in substantially the form of EXHIBIT Exhibit B hereto. Such certificate may be furnished by the Company by any means set forth in SECTION Section 13.1 hereof, and shall be deemed given to such Bank as provided therein.. CHICAGO MERCANTILE EXCHANGE INC. 2004 CREDIT AGREEMENT (vvii) A written opinion of the Company's ’s counsel, addressed to the BanksBanks (or upon which the Banks may rely), covering the matters set forth in EXHIBIT Exhibit C hereto. (viviii) A Note, duly executed and delivered by the Company and payable to the order of such Bank. (viiix) A copy of the Security and Pledge Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named thereintherein and the Collateral Agent. (viiix) A copy of the Securities Account Control Agreement, duly executed and delivered by the Company, for itself and as Member Attorney-in-Fact on behalf of each grantor named therein, The Bank of New York, as Securities Intermediary (as defined therein) and the Collateral Agent.