Common use of Effectiveness; Conditions Precedent Clause in Contracts

Effectiveness; Conditions Precedent. (a) The effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender): (i) This Amendment executed by Borrower; (ii) The Sureties' Acknowledgment and Mortgage Modification Agreement executed by Surety; (iii) The Amended and Restated Promissory Note executed by Borrower together with a Disclosure of Confession of Judgment executed by Borrower; (iv) Copies of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated by the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the Amendment Fee; and

Effectiveness; Conditions Precedent. (a) The effectiveness This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Section 2 shall have received the following documents and other items (all such documents and other items must be been satisfied in form and substance satisfactory to the Lender):Administrative Agent: (a) Receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower, the Guarantors and the Lenders; (b) Receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) This Amendment executed (x) copies of the Organization Documents of each Loan Party certified to be true and complete by Borrowerthe appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, or (y) a certification that such Loan Party has not modified its Organization Documents since such documents were delivered to the Administrative Agent on the Closing Date and such Organization Documents remain in full force and effect, in each case certified by a Responsible Officer of such Loan Party to be true and correct as of the date hereof; (ii) The Sureties' Acknowledgment resolutions evidencing the authority of the Loan Parties to enter into the transactions contemplated by this Amendment and Mortgage Modification Agreement executed by Surety;of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and (iii) The Amended certifications as of a recent date by the appropriate Governmental Authority evidencing that each Loan Party is duly organized or formed, validly existing and Restated Promissory Note executed by Borrower together with a Disclosure in good standing (if applicable) in its state of Confession of Judgment executed by Borrowerorganization or formation; (ivc) Copies Receipt by the Administrative Agent of an opinion of legal counsel to the Junior Creditor Documents certified by an officer of BorrowerLoan Parties relating to this Amendment, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 in form and substance reasonably satisfactory to be funded at closingthe Administrative Agent; (vd) The Subordination and Intercreditor Agreement (Receipt by the "Baena Subordination Agreement") Administrative Agent of a pro forma Compliance Certificate duly executed by Junior Creditor a Financial Officer of the Borrower setting forth reasonably detailed calculations of the Consolidated Leverage Ratio calculated on a pro forma basis (assuming that the Term Loan has been fully drawn) as of the date hereof in form and ackn▇▇▇▇▇ged by Borrowersubstance satisfactory to the Administrative Agent; (vie) Any and all agreementsIf the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, instruments and documents required it shall deliver a Beneficial Ownership Certification to the extent requested by any Lender to effectuate and implement at least five days prior the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable);date hereof; and (viif) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated Receipt by the Junior Creditor Documents Administrative Agent, for the account of each Lender (including the funding to Borrower Bank of an amount not less than $4,750,000) and payment by Borrower, in cashAmerica), of the Required Payments and $25,000 of the Amendment Fee; andall agreed fees relating to this Amendment.

Effectiveness; Conditions Precedent. (a) The effectiveness of this Amendment is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, includingeach of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, where applicableeach properly executed by a Responsible Officer of the signing Loan Party, that Lender shall have received each dated the following documents Amendment No. 2 Effective Date (or, in the case of certificates of governmental officials or certain opinions of local counsel to Foreign Subsidiaries, a recent date before the Amendment No. 2 Effective Date) and other items (all such documents and other items must be each in form and substance satisfactory to the Lender):Administrative Agent and each of the Lenders: (i) This executed counterparts of this Amendment executed by from each Borrower, each Subsidiary Guarantor, each Lender, the Swing Line Lender, each L/C Issuer and the Administrative Agent; (ii) The Sureties' Acknowledgment and Mortgage Modification Agreement executed by Surety[reserved]; (iii) The Amended and Restated Promissory Note Revolving Notes executed by Borrower together with the Borrowers in favor of each Lender requesting a Disclosure of Confession of Judgment executed by BorrowerRevolving Note; (iv) Copies a certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the Junior Creditor Documents certified by an signature of each officer or other authorized signatory of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms such Loan Party executing this Amendment and the other Loan Documents and certifying that attached thereto is a true, correct and complete copy of (duly executed, where appropriate, by Borrower and such other partiesA) the articles or certificate of incorporation or formation (or equivalent), as applicable); , of such Loan Party and all amendments thereto, (viiB) Evidence that the bylaws or other governing document of such Loan Party as in effect on the Amendment No. 2 Effective Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated under this Amendment and the other Loan Documents and the execution, delivery and performance of this Amendment and the other agreementsLoan Documents, instruments and documents referred (D) certificates as of a recent date of the good standing (or its equivalent) of such Loan Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent) to the extent available from such jurisdiction, as applicable; (v) opinions of counsel and local counsel, as applicable, to the Company and each Designated ▇▇▇▇▇▇▇▇, addressed to the Administrative Agent and each Lender, as to the matters concerning the Company or such Designated Borrower, as applicable, and this Amendment and the other Loan Documents as the Administrative Agent may reasonably request and in this Section by Borrower have been duly authorized by all necessary corporate actionform and substance, together with certified including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent; (vi) [reserved]; (vii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required from Governmental Authorities or other Persons in connection with the organizational documents ofexecution, delivery and performance by such Loan Party and the validity against such Loan Party of this Amendment and the other Loan Documents to which it is a party, and good standing/foreign qualification certificates forsuch consents, Borrowerlicenses and approvals shall be in full force and effect and shall not be subject to any conditions that are not acceptable to the Lenders), or (B) stating that no such consents, licenses or approvals are so required; (viii) No litigation, investigation or proceeding before or a certificate signed by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a Responsible Officer of the transactions contemplated hereby or thereby, Company certifying (A) that the conditions specified in Sections 4.02(a) and no injunction, writ, restraining order or other order (b) of any nature inconsistent with the due consummation of such transactions shall Credit Agreement have been issued by any Governmental Authoritysatisfied and (B) that there has been no event or circumstance since December 30, 2022 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (ix) Each a certificate of a Responsible Officer of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any Company as to the satisfaction of the other agreementsLoan Party Threshold and the Opinion Loan Party Threshold, instruments together with a calculation as of the Amendment No. 2 Effective Date as to such thresholds and documents referred the satisfaction thereof in form and detail satisfactory to herein shall be true and correctthe Administrative Agent; and (x) Consummation such other documents and certificates as the Administrative Agent, the Arranger or the Lenders may reasonably require. (i) Upon the reasonable request of any Lender made at least three (3) days prior to the Amendment No. 2 Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least two (2) days prior to the Amendment No. 2 Effective Date and (ii) at least two (2) days prior to the Amendment No. 2 Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) Any fees required to be paid on or before the Amendment No. 2 Effective Date shall have been paid. (d) All accrued and unpaid interest and fees under the Existing Credit Agreement shall have been paid, and all principal, interest and other amounts owing to or accrued for the account of any Existing Lender that will not be a Lender under the Credit Agreement shall have been paid. (e) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Amendment No. 2 Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). Without limiting the generality of the transactions contemplated by the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, provisions of the Required Payments and $25,000 last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment Fee; andshall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment No. 2 Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by (a)(i) the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies chief executive officer of the organizational documents ofCompany, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing director, global head of clearing and post-trade services of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and good standing/foreign qualification certificates for(b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, Borroweror in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) audited consolidated financial statements of CME Group Inc. and its subsidiaries and audited consolidated financial statements of the Company and its subsidiaries for the fiscal year ended on or about December 31, 2022; (x) UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements (which such statements will not specifically list any account numbers); (xii) A fully executed Reaffirmation Agreement dated as of the date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; (xiii) A fully executed Bullion Security Agreement Deed of Confirmation (“Deed of Confirmation”) dated the date hereof among the Chargors party thereto, the Collateral Agent, and the Collateral Monitoring Agent; (xiv) A fully executed Amendment No. 17 to Security and Pledge Agreement (“Amendment No. 17 to Security and Pledge Agreement”) dated the date hereof among the Grantors party thereto and the Collateral Agent; and (xv) A fully executed Amendment No. 1 to Uncertificated Securities Agreement dated the date hereof among SS&C GIDS, Inc. (as successor to DST Asset Manager Solutions, Inc.), as Transfer Agent, State Street Institutional Investment Trust, Company, the Clearing Members, the Collateral Agent and the Collateral Monitoring Agent (Re: State Street funds); and (xvi) A fully executed Amendment No. 2 to Uncertificated Securities Agreement dated the date hereof among SS&C GIDS, Inc. (as successor to DST Asset Manager Solutions, Inc.), as Transfer Agent, the Clearing Members, the Collateral Agent and the Collateral Monitoring Agent (Re: Federated Hermes funds). b. Each of the representations conditions to effectiveness set forth in Section 2 of Amendment No. 17 to Security and warranties Pledge Agreement shall have been (or substantially simultaneously with the effectiveness of this Amendment, shall be) satisfied. c. The Administrative Agent shall have received accrued and unpaid interest and fees owing to the Lenders and the Agents under the Existing Credit Agreement for which invoices have been presented on or prior to the Amendment Effective Date. d. The Agents shall have received all fees and other amounts due and payable under the Fee Letters on or prior to the date hereof (including, without limitation, all such fees due and owing to the Banks), for which invoices have been presented at least two Business Days prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. e. Upon the reasonable request of any Bank made or reaffirmed by Borrower at least ten days prior to the date hereof, the Company shall have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA Patriot Act, in each case at least five days prior to the date hereof. Without limiting the generality of the provisions of Article X of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Bank that has signed this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the transactions contemplated by Administrative Agent shall have received notice from such Bank prior to the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the proposed Amendment Fee; andEffective Date specifying its objection thereto. This Amendment shall constitute a Loan Document.

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies (a)(i) chief executive officer of the organizational documents ofCompany, (ii) senior managing director & chief financial officer of the Company, (iii) senior managing director & global head of clearing and post-trade services of the Company, (iv) managing directors in the Clearing Division of the Company or (v) chief risk officer of the Company and (b) corporate secretary of the Company, or in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and good standing/foreign qualification certificates for, Borrowershall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) Each audited consolidated financial statements of CME Group Inc. and its subsidiaries and audited consolidated financial statements of the representations Company and warranties made its subsidiaries for the fiscal year ended on or reaffirmed by Borrower in this Amendment or in any of the other agreementsabout December 31, instruments and documents referred to herein shall be true and correct; 2023; (x) Consummation UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the transactions contemplated Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Junior Creditor Documents filing of financing statements (including the funding to Borrower of an amount which such statements will not less than $4,750,000specifically list any account numbers); (xii) and payment by Borrower, in cash, a fully executed Reaffirmation Agreement dated as of the Required Payments date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and $25,000 of the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; (xiii) a fully executed Bullion Security Agreement (“Bullion Security Agreement”) dated the date hereof among the Chargors party thereto, the Collateral Agent, and the Collateral Monitoring Agent; (xiv) a fully executed Amendment Fee; andNo. 19 to Security and Pledge Agreement (“Amendment No. 19

Effectiveness; Conditions Precedent. This Amendment shall be effective on the date hereof upon the satisfaction of all of the conditions set forth in this Section 3: (a) The effectiveness Receipt by the Administrative Agent of copies of this Amendment is subject duly executed by the Borrowers, the Guarantors, each of the Existing Lenders, each of the Incremental Lenders, the Swing Line Lender, the L/C Issuer and the Administrative Agent; (b) Receipt by the Administrative Agent of (i) Revolving Notes dated as of the Fourth Amendment Effective Date, executed by a Responsible Officer of each Borrower in favor of each New Lender (as defined below) requesting a Revolving Note from the Borrowers and (ii) Incremental Term Notes executed by a Responsible Officer of each Borrower in favor of each Incremental Lender requesting an Incremental Term Note from the Borrowers; (c) Receipt by the Administrative Agent of a certificate of the secretary (or other senior officer or manager) of each Loan Party, in form and substance reasonably satisfactory to the following conditions precedentAdministrative Agent, including(i) attaching copies of the Organization Documents of such Loan Party certified to be true and complete as of a recent date, in the case of each U.S. Loan Party, by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by the secretary (or such other senior officer or manager) to be true and correct as of the date hereof, and (ii) attaching resolutions of such Loan Party approving and adopting this Amendment, the transactions contemplated herein and authorizing the execution and delivery of this Amendment and any documents, agreements or certificates related thereto and certifying that Lender shall such resolutions have received not been amended, supplemented or otherwise modified and remain in full force and effect as of the following documents and other items date hereof; (all d) Receipt by the Administrative Agent of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or formation; (e) Receipt by the Administrative Agent of a certificate of the Parent Borrower dated as of the date hereof signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to the transactions contemplated by this Amendment, (i) the representations and warranties contained in Article VI of the Amended Credit Agreement and the other items must Loan Documents are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such earlier date, and except that for purposes of Section 2.02(f) of the Amended Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Amended Credit Agreement, (ii) both before and after giving effect to this Amendment, no Default or Event of Default exists and (iii) upon giving effect on a Pro Forma Basis to the Fourth Amendment Incremental Term Loan, the Parent Borrower is in compliance with the financial covenants in Sections 8.11(a) and (b) of the Amended Credit Agreement (calculated, for purposes of this clause (iii) as if the Fourth Amendment Incremental Term Loan was fully funded); provided, for the avoidance of doubt, the maximum Consolidated Total Leverage Ratio for the fiscal quarters ended March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024 shall be 4.25 to 1.00 pursuant to the Parent Borrower’s notice to the Administrative Agent requesting an Adjusted Covenant Period in connection with the Permitted Acquisition of Epic Environmental Pty Ltd.; (f) Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent, each Lender, the L/C Issuer and the Swing Line Lender, dated as of the Fourth Amendment Effective Date, in form and substance satisfactory to the Lender):Administrative Agent; (g) Receipt by the Administrative Agent of (i) This Amendment executed searches of Uniform Commercial Code and/or PPSA filings, as applicable, and tax and judgment liens in the jurisdiction of formation of each Loan Party and each other jurisdiction reasonably required by Borrower; the Administrative Agent, and (ii) The Sureties' Acknowledgment and Mortgage Modification Agreement executed by Surety; (iii) The Amended and Restated Promissory Note executed by Borrower together with a Disclosure searches of Confession of Judgment executed by Borrower; (iv) Copies of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents ownership of, and good standing/foreign qualification certificates forLiens on, Borrower;intellectual property of each Loan Party in the U.S. Copyright Office, U.S. Patent and Trademark Office and the Canadian Intellectual Property Office, in each case, disclosing no Liens other than Permitted Liens; and (viiih) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated Payment by the Junior Creditor Documents Loan Parties of all fees and expenses (including reasonable invoiced out-of-pocket fees, charges and disbursements of counsel to the funding Administrative Agent, with such payment to Borrower of an amount not less than $4,750,000such counsel made directly to such counsel if requested by the Administrative Agent) and payment by Borrower, in cash, of required to be paid on or before the Required Payments and $25,000 of the Amendment Fee; anddate hereof.

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by (a)(i) the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies chief executive officer of the organizational documents ofCompany, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing directors of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and good standing/foreign qualification certificates for(b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, Borroweror in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) Each audited consolidated financial Statements of CME Group Inc. and its subsidiaries and audited consolidated financial statements of the representations Company and warranties made its subsidiaries for the fiscal year ended on or reaffirmed by Borrower in this Amendment or in any of the other agreementsabout December 31, instruments and documents referred to herein shall be true and correct; 2018; (x) Consummation UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the transactions contemplated Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Junior Creditor Documents filing of financial statements (which such statements will not specifically list any account numbers); (xii) A fully executed Reaffirmation Agreement dated as of the date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; and (xiii) A fully executed Deed of Confirmation (“Deed of Confirmation”) dated the date hereof among the Chargors party thereto, the Collateral Agent, and the Collateral Monitoring Agent. b. The Agents shall have received all fees and other amounts due and payable under the Fee Letters on or prior to the date hereof (including, without limitation, all such fees due and owing to the Banks), for which invoices have been presented at least two Business Days prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. c. Upon the reasonable request of any Bank made at least ten days prior to the date hereof, the Company shall have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the funding to Borrower of an amount not less than $4,750,000) and payment by BorrowerUSA Patriot Act, in cash, each case at least five days prior to the date hereof. Without limiting the generality of the Required Payments and $25,000 provisions of Article X of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Bank that has signed this Amendment Fee; andshall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have received notice from such Bank prior to the proposed Amendment Effective Date specifying its objection thereto. This Amendment shall constitute a Loan Document.

Effectiveness; Conditions Precedent. This Amendment, and the amendments contained herein, shall not be effective until the satisfaction of each of the following conditions precedent (the date the following conditions precedent are satisfied being referred to as the “Amendment Effective Date”): (a) The effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Administrative Agent shall have received each of the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):Administrative Agent and each of which (unless otherwise specified) shall be original copies or telecopies promptly followed by original copies: (i) This a certificate of the Borrower dated the Amendment executed Effective Date and signed by Borrowerthe Chief Executive Officer, President, Chief Financial Officer, Treasurer or other Authorized Officer of the Borrower certifying, on behalf of itself and the other Loan Parties, as to the representations and warranties set forth in Section 3; (ii) The Sureties' Acknowledgment a certificate dated the Amendment Effective Date and Mortgage Modification Agreement signed by the Secretary or an Assistant Secretary of each of the Loan Parties (or an Authorized Officer if there is no Secretary or Assistant Secretary of any such Loan Party), certifying as appropriate as to: (A) all action taken by each Loan Party in connection with this Amendment and the other Loan Documents executed by Suretyand delivered in connection with this Amendment; (iiiB) The Amended and Restated Promissory Note executed by Borrower together with a Disclosure of Confession of Judgment executed by Borrower; (iv) Copies the names of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 or officers authorized to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms sign this Amendment (duly executed, where appropriate, by Borrower and the other Loan Documents and the true signatures of such other parties, as applicable); (vii) Evidence that officer or officers and specifying the execution, delivery and performance Authorized Officers permitted to act on behalf of each Loan Party for purposes of this Amendment and the other agreementsLoan Documents and the true signatures of such officers, instruments on which the Administrative Agent and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrowereach Lender may conclusively rely; (viiiC) No litigationcopies of its certificate of incorporation, investigation certificate of limited partnership, certificate of formation, or proceeding before equivalent document as in effect on the Amendment Effective Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business; and (D) copies of its bylaws, partnership agreement, limited liability company agreement or equivalent document as in effect on the Amendment Effective Date; (iii) this Amendment, Notes to the extent requested by ▇▇▇▇▇▇▇ and any Governmental Authority shall be continuing or threatened other Loan Documents executed and delivered in connection with this Amendment signed by an Authorized Officer of the Loan Parties, and this Amendment signed by the Administrative Agent, each Lender and each Departing Lender (solely in its capacity as such); (iv) a written opinion of (A) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties (who may rely on the opinions of such other counsel and certificates of the Loan Parties’ in-house counsel as may be reasonably acceptable to the Administrative Agent), dated the Amendment Effective Date, and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in-house counsel for the Borrower, dated the Amendment Effective Date, in each case, covering such matters concerning the Borrower and this Amendment, the Amended Credit Agreement and the other Loan Documents executed and delivered in connection with this Amendment as the Administrative Agent may reasonably request; (v) lien searches in acceptable scope and with acceptable results; and (vi) such other information and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time. (b) The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) The Borrower shall have paid all fees and expenses payable on or before the Amendment Effective Date as required by this Amendment or any other Loan Document. 3 (d) Since September 30, 2023, no Material Adverse Change shall have occurred. (e) The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Lenders. (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Amendment, the Amended Credit Agreement or the Junior Creditor other Loan Documents or any the consummation of the transactions contemplated hereby or therebythereby or which, and no injunctionin the Administrative Agent’s sole discretion, writwould make it inadvisable to consummate the transactions contemplated by this Amendment, restraining order the Amended Credit Agreement or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments Loan Documents. (g) All regulatory approvals and documents referred to herein shall be true consents and correct; (x) Consummation licenses necessary for the consummation of the transactions contemplated by hereunder and the Junior Creditor Documents (including the funding to Borrower Amended Credit Agreement shall have been completed and there shall be an absence of an amount not less than $4,750,000) and payment by Borrower, any legal or regulatory prohibitions or restrictions in cash, respect of the Required Payments and $25,000 transactions contemplated hereunder or the Amended Credit Agreement. Without limiting the generality of the provisions of the last paragraph of Section 10.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment Fee; andshall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment shall be effective when all of the conditions set forth in this Section 2 shall have been satisfied: (a) The effectiveness Administrative Agent shall have received a counterpart of this Amendment is subject to signed by or on behalf of the following conditions precedentBorrower, includingthe Guarantors, where applicable, that Lender shall have received the following documents Administrative Agent and other items (all such documents and other items must be in form and substance satisfactory to the each Lender):. (ib) This Amendment executed Receipt by Borrower; (ii) The Sureties' Acknowledgment and Mortgage Modification Agreement executed by Surety; (iii) The Amended and Restated Promissory Note executed by Borrower together with the Administrative Agent of a Disclosure of Confession of Judgment executed by Borrower; (iv) Copies certificate of the Junior Creditor Documents certified by an officer of BorrowerSecretary or Assistant Secretary (or if no Secretary or Assistant Secretary, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other partiesindividual performing similar functions) of each Loan Party, attaching and certifying copies of such Loan Party’s Organization Documents (or, with respect to Organization Documents of a Loan Party previously delivered in connection with the Credit Agreement that have not changed since such delivery, a certification that such Organization Documents remain true and correct and as applicableof the Closing Date no change has occurred) and resolutions of its board of directors (or equivalent governing body); (vii) Evidence that , authorizing the execution, delivery and performance of this the Amendment and transactions contemplated thereby. (c) Receipt by the other agreementsAdministrative Agent of customary written opinions of counsel to the Loan Parties, instruments addressed to the Administrative Agent, the Issuing Bank and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies each of the organizational documents of, and good standing/foreign qualification certificates for, Borrower;Lenders. (viiid) No litigation, investigation or proceeding before or Receipt by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any Administrative Agent of a certificate signed by a Responsible Officer of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority;Borrower certifying that: (ixi) Each All of the representations and warranties made in the Loan Documents are true and correct in all material respects (except that any representation or reaffirmed by Borrower in this Amendment warranty that is qualified as to “materiality” or in any of the other agreements, instruments and documents referred to herein “Material Adverse Effect” shall be true and correct; (xcorrect in all respects) Consummation as of the transactions contemplated First Amendment Effective Date (other than representations and warranties which are as of a specific date, which shall be true and correct in all material respects or in all respects, as applicable, as of such date); (ii) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on the First Amendment Effective Date; and (iii) After giving effect to the Borrowings to be made on the First Amendment Effective Date, the Consolidated Leverage Ratio will not be greater than 3.85:1.00. (e) Receipt by the Junior Creditor Documents Administrative Agent of a request from the Borrower for the Add-On Term Loans, which request shall set forth the initial Type of such Loans and if such Loans are to be Eurodollar Loans, the initial Interest Period for such Loans (including the funding to Borrower it being agreed that such request shall constitute a “Notice of an amount not less than $4,750,000) and payment by Borrower, in cash, Borrowing” for purposes of the Required Payments Credit Agreement). (f) Receipt by the Administrative Agent of payment of all fees due and $25,000 payable by the Loan Parties on or prior to the First Amendment Effective Date to or for the account of the Amendment Fee; andLenders, Administrative Agent or the Arranger.

Effectiveness; Conditions Precedent. This Agreement shall be effective as of the date first set forth above upon satisfaction of the following conditions precedent: (a) The effectiveness Administrative Agent shall have received counterparts of this Amendment is subject to Agreement duly executed by the following conditions precedentBorrower, including, where applicable, that Lender the Guarantors and the Required Lenders. (b) The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):following: (i) This Copies of the articles or certificates of incorporation or other organization documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Second Amendment executed by BorrowerEffective Date, or, if applicable, a certificate of a secretary or assistant secretary of such Credit Party as of the Second Amendment Effective Date certifying that no changes have been made to the articles of articles or certificates of incorporation or other organization documents of such Credit Party since date on which such documents were previously delivered to the Administrative Agent; (ii) The Sureties' Acknowledgment A copy of the bylaws, operating agreement or partnership agreement of each Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and Mortgage Modification Agreement executed by Suretycorrect as of the Second Amendment Effective Date, or, if applicable, a certificate of a secretary or assistant secretary of such Credit Party as of the Second Amendment Effective Date certifying that no changes have been made to the bylaws, operating agreement or partnership agreement of such Credit Party since date on which such documents were previously delivered to the Administrative Agent; (iii) The Amended Copies of resolutions of the Board of Directors or other governing body of each Credit Party approving and Restated Promissory Note executed adopting this Agreement, the transactions contemplated herein and authorizing execution and delivery thereof, certified by Borrower together with a Disclosure secretary or assistant secretary of Confession such Credit Party to be true and correct and in force and effect as of Judgment executed by Borrowerthe Second Amendment Effective Date; (iv) Copies of certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the Junior Creditor Documents certified by an officer appropriate Governmental Authorities of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility the state or other jurisdiction of not less $4,750,000 to be funded at closing;incorporation; and (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed an incumbency certificate of each Credit Party certified by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender a secretary or assistant secretary to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation correct as of the transactions contemplated Second Amendment Effective Date. (c) The Administrative Agent shall have received a legal opinion in form and substance reasonably satisfactory to the Administrative Agent dated as of the Second Amendment Effective Date from counsel to the Credit Parties. (i) The Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to the Second Amendment Effective Date, all documentation and other information requested by the Junior Creditor Documents (Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the funding PATRIOT Act and any applicable “know your customer” rules and regulations. (ii) The Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower of qualifies for an amount not less than $4,750,000) and payment by Borrowerexpress exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in cash, of each case at least five (5) Business Days prior to the Required Payments and $25,000 of the Second Amendment Fee; andEffective Date.

Effectiveness; Conditions Precedent. (a) The effectiveness Except for the amendments contained in Section 1 hereof and the extension contained in Section 2 hereof (each of which shall become effective upon satisfaction of the conditions precedent set forth in Section 3(b) hereof), this Amendment shall be effective on the date on which the following conditions precedent have been satisfied: (i) Receipt by the Administrative Agent of copies of this Amendment is subject duly executed by the Borrower, the Required Lenders, the L/C Issuers and each Lender consenting to the extension of its Maturity Date. (ii) Receipt by the Administrative Agent of the following: (A) Copies of the articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its formation and copies of the bylaws of the Borrower certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct as of the date hereof. (B) Copies of resolutions of the board of directors of the Borrower approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct and in full force and effect as of the date hereof. (C) An incumbency certificate of the Borrower certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct as of the date hereof. (iii) Receipt by the Administrative Agent of opinions of counsel from counsel to the Borrower (which may include in-house counsel with respect to matters of New Mexico law), in form and substance acceptable to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the date hereof. (b) The amendments contained in Section 1 hereof and the extension contained in Section 2 hereof shall be effective upon satisfaction of the following conditions precedent, including, where applicable, that Lender shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):: (i) This Amendment executed Receipt by Borrower;the Administrative Agent of a true and correct copy of an order issued by the New Mexico Public Regulation Commission (the “PRC”) authorizing the Borrower to amend the Credit Agreement and extend the Maturity Date in accordance with this Amendment. (ii) The Sureties' Acknowledgment and Mortgage Modification Agreement executed by Surety;Borrower shall have paid to the Administrative Agent, for the account of each Lender extending its Maturity Date, a fee in an amount equal to 0.06% of such Lender’s Commitment. (iii) The Amended Borrower shall have paid to the Administrative Agent and Restated Promissory Note executed by Borrower together with a Disclosure of Confession of Judgment executed by Borrower; (iv) Copies of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any ▇ Fargo Securities, LLC, all fees due and all agreements, instruments and documents required by Lender payable to effectuate and implement such Persons on the terms this Second Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated by the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the Amendment Fee; andEffective Date.

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by (a)(i) the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies chief executive officer of the organizational documents ofCompany, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing directors of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and good standing/foreign qualification certificates for(b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, Borroweror in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) Each quarterly consolidated financial Statements of CME Group Inc. and its subsidiaries and quarterly consolidated financial statements of the representations Company and warranties made or reaffirmed by Borrower in this Amendment or in any its subsidiaries for each quarterly period of the other agreements, instruments and documents referred to herein shall be true and correct; 2018 then available; (x) Consummation UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the transactions contemplated Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Junior Creditor Documents filing of financial statements (including the funding to Borrower of an amount which such statements will not less than $4,750,000specifically list any account numbers); (xii) and payment by Borrower, in cash, A fully executed Reaffirmation Agreement dated as of the Required Payments date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and $25,000 the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; (xiii) Fully executed Joinder Agreements (as defined in the Security and Pledge Agreement) (substantially in the form of Exhibit A attached to the Security and Pledge Agreement), dated as of the date hereof by each Person joining the Security and Pledge Agreement as a “Grantor” (as defined therein) as of the date hereof; (xiv) A fully executed Amendment Fee; andNo. 2 to Security and Pledge Agreement (“Amendment No. 2

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by (a)(i) the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies chief executive officer of the organizational documents ofCompany, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing directors of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and good standing/foreign qualification certificates for(b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, Borroweror in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) Each audited consolidated financial statements of CME Group Inc. and its subsidiaries and audited consolidated financial statements of the representations Company and warranties made its subsidiaries for the fiscal year ended on or reaffirmed by Borrower in this Amendment or in any of the other agreementsabout December 31, instruments and documents referred to herein shall be true and correct; 2020; (x) Consummation UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the transactions contemplated Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Junior Creditor Documents filing of financing statements (including the funding to Borrower of an amount which such statements will not less than $4,750,000specifically list any account numbers); (xii) and payment by Borrower, in cash, A fully executed Reaffirmation Agreement dated as of the Required Payments date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and $25,000 the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; (xiii) A fully executed Bullion Security Agreement Deed of Amendment and Confirmation (“Deed of Confirmation”) dated the Amendment Feedate hereof among the Chargors party thereto, the Collateral Agent, and the Collateral Monitoring Agent; and (xiv) A fully executed Amendment No. 12 to Security and Pledge Agreement (“Amendment No. 12

Effectiveness; Conditions Precedent. This Amendment shall be effective when all of the conditions set forth in this Section 2 have been satisfied: (a) The effectiveness receipt by the Administrative Agent of copies of this Amendment is subject duly executed by the Borrower and each Lender; (b) receipt by the Administrative Agent of favorable opinions of legal counsel to the following conditions precedentBorrower, includingaddressed to the Administrative Agent and each Lender, where applicabledated as of the Second Amendment Effective Date, that Lender shall have received and in form and substance reasonably satisfactory to the following documents and other items Administrative Agent; (all such documents and other items must be c) receipt by the Administrative Agent of the following, in form and substance satisfactory to the Lender):Administrative Agent: (i) This copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of the Borrower to be true and correct as of the Second Amendment executed by BorrowerEffective Date; (ii) The Sureties' Acknowledgment such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and Mortgage Modification capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement executed by Surety;and the other Loan Documents; and (iii) The Amended such documents and Restated Promissory Note executed by certifications as the Administrative Agent may reasonably require to evidence that the Borrower together with is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. (d) there shall not have occurred a Disclosure material adverse change since December 31, 2014 in the business, assets, liabilities (actual or contingent), operations or financial condition of Confession of Judgment executed by Borrowerthe Borrower and its Subsidiaries, taken as a whole; (ive) Copies receipt by the Administrative Agent, MLPFS and the Lenders of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 all agreed fees required to be funded at closing;paid on or before the Second Amendment Effective Date; and (vf) The Subordination the Borrower shall have paid all fees, charges and Intercreditor Agreement disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the "Baena Subordination Agreement"Administrative Agent) executed to the extent invoiced prior to or on the Second Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; it through the closing proceedings (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement provided that such estimate shall not thereafter preclude a final settling of accounts between the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicablethe Administrative Agent); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated by the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the Amendment Fee; and.

Effectiveness; Conditions Precedent. (a) The effectiveness This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Section 2 shall have received the following documents and other items (all such documents and other items must be been satisfied in form and substance satisfactory to the Lender):Administrative Agent. (a) Receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower, the Guarantors and the Lenders. (b) Receipt by the Administrative Agent of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) This Amendment executed (x) copies of the Organization Documents of each Loan Party certified to be true and complete by Borrowerthe appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, or (y) a certification that such Loan Party has not modified its Organization Documents since such documents were delivered to the Administrative Agent on the Closing Date and such Organization Documents remain in full force and effect, in each case certified by a Responsible Officer of such Loan Party to be true and correct as of the date hereof; (ii) The Sureties' Acknowledgment resolutions evidencing the authority of the Loan Parties to enter into the transactions contemplated by this Amendment and Mortgage Modification Agreement executed by Surety;of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; and (iii) The Amended certifications as of a recent date by the appropriate Governmental Authority evidencing that each Loan Party is duly organized or formed, validly existing and Restated Promissory Note executed by Borrower together with a Disclosure in good standing (if applicable) in its state of Confession of Judgment executed by Borrowerorganization or formation; (ivc) Copies Receipt by the Administrative Agent of an opinion of legal counsel to the Junior Creditor Documents certified by an officer of BorrowerLoan Parties relating to this Amendment, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 in form and substance reasonably satisfactory to be funded at closingthe Administrative Agent; (vd) The Subordination and Intercreditor Agreement (If the "Baena Subordination Agreement") executed Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification to the extent requested by Junior Creditor and ackn▇▇▇▇▇ged by Borrower;any Lender at least five days prior the date hereof; and (vie) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated Receipt by the Junior Creditor Documents Administrative Agent, for the account of each Lender (including the funding to Borrower Bank of an amount not less than $4,750,000) and payment by Borrower, in cashAmerica), of the Required Payments and $25,000 of the Amendment Fee; andall agreed fees relating to this Amendment.

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by (a)(i) the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies chief executive officer of the organizational documents ofCompany, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing directors of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and good standing/foreign qualification certificates for(b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, Borroweror in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) Each audited consolidated financial Statements of CME Group Inc. and its subsidiaries and audited consolidated financial statements of the representations Company and warranties made its subsidiaries for the fiscal year ended on or reaffirmed by Borrower in this Amendment or in any of the other agreementsabout December 31, instruments and documents referred to herein shall be true and correct; 2019; (x) Consummation UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the transactions contemplated Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the Junior Creditor Documents filing of financial statements (including the funding to Borrower of an amount which such statements will not less than $4,750,000specifically list any account numbers); (xii) and payment by Borrower, in cash, A fully executed Reaffirmation Agreement dated as of the Required Payments date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and $25,000 the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; (xiii) A fully executed Deed of Confirmation (“Deed of Confirmation”) dated the Amendment Feedate hereof among the Chargors party thereto, the Collateral Agent, and the Collateral Monitoring Agent; and (xiv) A fully executed Amendment No. 8 to Security and Pledge Agreement (“Amendment No. 8

Effectiveness; Conditions Precedent. The amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of satisfaction or waiver, the “Amendment No. 3 Effective Date”): (a) The effectiveness the Administrative Agent shall have received each of the following documents or instruments in form and substance acceptable to the Administrative Agent: (i) counterparts of this Amendment is subject executed by the Loan Parties and the Required Lenders; (ii) such documentation and other information as has been reasonably requested by the Administrative Agent at least two Business Days prior to the following conditions precedentdate hereof with respect to the Loan Parties in connection with this Amendment; (A) an executed copy of the Second Lien Credit Agreement, including, where applicable, that Lender shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender): (i) This Amendment executed by Borrower; (ii) The Sureties' Acknowledgment Administrative Agent and Mortgage Modification the Required Lenders, which Second Lien Credit Agreement executed by Surety; (iii) The Amended and Restated Promissory Note executed by Borrower together with a Disclosure of Confession of Judgment executed by Borrower; (iv) Copies shall be on terms no more favorable to the lenders thereunder than the terms of the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Credit Agreement (as amended by this Amendment) to the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents ofLenders, and good standing/foreign qualification certificates for, Borrower; (viiiB) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any evidence of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority; (ix) Each of the representations and warranties made or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of the transactions contemplated receipt by the Junior Creditor Documents (including the funding to Borrower of net proceeds from the incurrence of loans thereunder in an amount not less than $4,750,000110,000,000; (iv) an executed copy of the Intercreditor Agreement with respect to the obligations under the Second Lien Credit Agreement, in form and substance satisfactory to the Administrative Agent and the Required Lenders, including with respect to prohibitions on the prepayment of the obligations thereunder; (v) a satisfactory opinion of the Loan Parties’ counsel regarding due execution, enforceability and non-contravention of agreements and law, in form and substance satisfactory to the Administrative Agent (and consistent in scope with the prior opinion delivered by the Loan Parties’ counsel to the Administrative Agent in connection with the Credit Agreement); (vi) the initial Budget; (vii) a perfection certificate, in form and substance satisfactory to the Administrative Agent; (viii) a list setting forth, as of December 31, 2016, each of the Borrower’s subsidiaries that are CFCs for which the “applicable earnings”, of a CFC (the “Reference CFC”) and payment by Borrowerthe “applicable earnings” of any other CFC through which the Borrower holds the shares of the Reference CFC are, in cashthe aggregate, less than $5,000,000. For the purposes of this clause (b)(vi), the term “applicable earnings” has the same meaning as in section 956(b)(1) of the Required Payments Internal Revenue Code and $25,000 the term “CFC” means any direct or indirect subsidiary of Company that is treated as a ‘controlled foreign corporation’ within the meaning of section 957(a) of the Internal Revenue Code; (ix) a certificate of the chief financial officer or treasurer of the Borrower certifying that as of the Effective Date (A) all of the representations and warranties in this Amendment are true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, to the extent any such representation and warranty is modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date), (B) no Default shall exist, or would result from the occurrence of the Amendment FeeNo. 3 Effective Date and (C) that since December 31, 2016, there have not occurred any facts, circumstances, changes, developments or events which, individually or in the aggregate, have constituted or would reasonably be expected to result in, a Material Adverse Effect; (x) a solvency certificate, executed by a Responsible Officer of the Borrower in form and substance reasonably acceptable to the Administrative Agent; and (xi) executed copies of such security documentation as may be reasonably requested by the Administrative Agent. (b) without prejudice to, or limiting the Borrower’s obligations under, Section 10.04 (

Effectiveness; Conditions Precedent. This Amendment shall become effective at the time (athe “Amendment Effective Date”) The when each of the following conditions has been satisfied (and the Administrative Agent shall give notice to the Company of the effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Amendment): a. The Administrative Agent shall have received the following documents and other items (all such documents and other items must be in form and substance satisfactory to the Lender):received: (i) This counterparts of this Amendment duly executed by Borrowerthe Company, each Bank, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent; (ii) The Sureties' Acknowledgment a copy of the certificate of incorporation of the Company certified by the Delaware Secretary of State and Mortgage Modification Agreement executed certified by Suretya secretary or assistant secretary of the Company to be true and correct as of the date hereof; (iii) The Amended a copy of the bylaws of the Company certified by a secretary or assistant secretary of the Company to be true and Restated Promissory Note executed by Borrower together with a Disclosure correct as of Confession of Judgment executed by Borrowerthe date hereof; (iv) Copies a certificate of good standing with respect to the Junior Creditor Documents Company, certified by an officer the Secretary of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility State of not less $4,750,000 to be funded at closingDelaware; (v) The Subordination and Intercreditor Agreement (a copy, certified by the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrowersecretary or assistant secretary of the Company, of the Company’s Board of Directors’ resolutions authorizing the execution of the Loan Documents; (vi) Any an incumbency certificate, in substantially the form of Exhibit E to the Credit Agreement, executed by the secretary or assistant secretary of the Company, which shall identify by name and all agreementstitle and bear the signature of the officers of the Company authorized to sign the Loan Documents and to make borrowings hereunder, instruments including telephonic borrowings, upon which certificate the Administrative Agent and documents required the Banks shall be entitled to rely until informed of any change in writing by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable)Company; (vii) Evidence that a certificate, signed by (a)(i) the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies chief executive officer of the organizational documents ofCompany, (ii) the president of the Company, (iii) the chief financial officer of the Company, (iv) the senior managing director, global head of clearing and post-trade services of the Company, (v) the managing directors in the Clearing Division of the Company, (vi) the president of CME Clearing or (vii) the chief risk officer of the Company, and good standing/foreign qualification certificates for(b)(i) the secretary of the Company or (ii) the assistant secretary of the Company, Borroweror in each case his or her delegate, in substantially the form of Exhibit B of Annex B hereto. Such certificate may be furnished by the Company by any means set forth in Section 13.1 of the Credit Agreement, and shall be deemed given to the Administrative Agent as provided therein; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any a written opinion of the transactions contemplated hereby Company’s counsel, addressed to the Administrative Agent, the Collateral Agent and the Banks (or therebyupon which the Administrative Agent, the Collateral Agent and no injunctionthe Banks may rely), writ, restraining order or other order of any nature inconsistent with reasonably acceptable to the due consummation of such transactions shall have been issued by any Governmental AuthorityAdministrative Agent; (ix) audited consolidated financial statements of CME Group Inc. and its subsidiaries and audited consolidated financial statements of the Company and its subsidiaries for the fiscal year ended on or about December 31, 2021; (x) UCC search results with respect to the Company showing only Liens acceptable to the Administrative Agent; (xi) UCC financing statements naming the Company, as debtor, for filing in all places required by applicable law or reasonably requested by the Administrative Agent to perfect the Liens of the Collateral Agent for the benefit of the Agents and Banks under the Collateral Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements (which such statements will not specifically list any account numbers); (xii) A fully executed Reaffirmation Agreement dated as of the date hereof (the “Reaffirmation Agreement”) among the Company, the Clearing Members party thereto, the Administrative Agent, the Collateral Agent and the Collateral Monitoring Agent and relating to the Loan Documents, reasonably satisfactory to the Administrative Agent; (xiii) A fully executed Bullion Security Agreement Deed of Confirmation (“Deed of Confirmation”) dated the date hereof among the Chargors party thereto, the Collateral Agent, and the Collateral Monitoring Agent; and (xiv) A fully executed Amendment No. 15 to Security and Pledge Agreement (“Amendment No. 15 to Security and Pledge Agreement”) dated the date hereof among the Grantors party thereto and the Collateral Agent. b. Each of the representations conditions to effectiveness set forth in Section 2 of Amendment No. 15 to Security and warranties Pledge Agreement shall have been (or substantially simultaneously with the effectiveness of this Amendment, shall be) satisfied. c. The Administrative Agent shall have received accrued and unpaid interest and fees owing to the Lenders and the Agents under the Existing Credit Agreement for which invoices have been presented on or prior to the Amendment Effective Date. d. The Agents shall have received all fees and other amounts due and payable under the Fee Letters on or prior to the date hereof (including, without limitation, all such fees due and owing to the Banks), for which invoices have been presented at least two Business Days prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. e. Upon the reasonable request of any Bank made or reaffirmed by Borrower at least ten days prior to the date hereof, the Company shall have provided to such Bank the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA Patriot Act, in each case at least five days prior to the date hereof. Without limiting the generality of the provisions of Article X of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Bank that has signed this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the transactions contemplated by Administrative Agent shall have received notice from such Bank prior to the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the proposed Amendment Fee; andEffective Date specifying its objection thereto. This Amendment shall constitute a Loan Document.

Effectiveness; Conditions Precedent. (a) The effectiveness of this Amendment is and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent, including, where applicable, that Lender : (a) the Administrative Agent shall have received each of the following documents and other items (all such documents and other items must be or instruments in form and substance satisfactory reasonably acceptable to the Lender):Administrative Agent: (i) This Amendment counterparts of this Amendment, duly executed by Borrowereach Credit Party, the Administrative Agent, and each Lender; (ii) The Sureties' Acknowledgment and Mortgage Modification Agreement to the extent requested, the Administrative Agent shall have received (A) Revolving Loan Notes, if any, executed by Suretythe Borrower in favor of each Lender with a Revolving Commitment requesting such Revolving Loan Notes, whether in replacement of existing Revolving Loan Notes or otherwise, and (B) Term Loan A Notes, if any, executed by the Borrower in favor of each Term Lender requesting such Term Loan A Notes; provided that any failure to request such a Revolving Loan Note or Term Loan A Note in connection with the Second Amendment Effective Date shall not limit the ability of any Lender to request a Note from time to time pursuant to the Credit Agreement; (iii) The Amended and Restated Promissory Note executed by Borrower together with a Disclosure of Confession of Judgment executed by Borrower; (ivA) Copies copies of the Junior Creditor Documents Organizational Documents, certified (to the extent applicable) as of a recent date by an officer the appropriate Governmental Authority, (B) copies of Borrowerresolutions approving the transactions contemplated in connection with this Amendment, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 to be funded at closing; (v) The Subordination the Credit Agreement and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor related financing and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the authorizing execution, delivery and performance of this Amendment Amendment, (C) copies of certificates of good standing, existence or the like of a recent date from the appropriate Governmental Authority of its jurisdiction of formation or organization and (D) incumbency certificates, in each case, for each of the Credit Parties and certified by an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent; and (iv) one or more certificates from an Authorized Officer of the Borrower (in the case of (F) below, from the Chief Financial Officer of the Borrower), in form and substance reasonably satisfactory to the Administrative Agent, confirming, among other things, (A) all consents, approvals, authorizations, registrations, or filings required to be made or obtained by the Borrower and the other agreementsCredit Parties, instruments and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate actionif any, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment and the other Credit Documents and the transactions contemplated herein and therein have been obtained and are in full force and effect (and attaching copies of any such items), (B) no investigation or inquiry by any Governmental Authority regarding this Amendment and the Junior Creditor other Credit Documents and the transactions contemplated herein and therein is ongoing, (C) the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect, (D) since December 31, 2015, there has been no event or circumstance which has had or could be reasonably expected to have a Material Adverse Effect, (E) the audited financial statements for the Fiscal Year ended December 31, 2015 were prepared in accordance with GAAP consistently applied, except as noted therein, and fairly present in all material respects the financial condition and results from operations of the Borrower and its Subsidiaries, (F) the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, are Solvent after giving effect to the transactions contemplated hereby or therebyand the incurrence of Indebtedness related thereto, and no injunction(G) after giving effect to this Amendment and the advancing of the Credit Extensions to occur on the Second Amendment Effective Date, writthe Borrower shall be in compliance, restraining order or other order determined on a pro forma basis (as provided in Section 1.3 of any nature inconsistent the Credit Agreement), with the due consummation financial covenants set forth in Section 8.7 of such transactions the Credit Agreement and shall have been issued by any Governmental Authority;provided the Administrative Agent with calculations demonstrating such compliance. (ixb) Each each of the representations and warranties set forth in Section 5 above is true and correct in all material respects (or, with respect to any such representation or warranty modified by a materiality or Material Adverse Effect standard, in all respects (taking into account such materiality or Material Adverse Effect standard)); (c) the Administrative Agent shall have received (i) a duly executed and completed Funding Notice with respect to the Credit Extension to occur on the Second Amendment Effective Date and (ii) duly executed and completed disbursement instructions (with wiring instructions and account information) for all disbursements to be made or reaffirmed by Borrower in on the Second Amendment Effective Date; (d) the Administrative Agent shall have received customary opinions of counsel for each of the Credit Parties, including, among other things, opinions regarding the due authorization, execution and delivery of this Amendment or in any and the enforceability thereof and the Credit Documents as so amended; (e) the Administrative Agent shall have received, and be satisfied with its review of, copies of (i) the internally prepared financial statements of the other agreementsBorrower and its Subsidiaries on a consolidated basis for the most recently ended Fiscal Quarter ended at least forty-five days prior to the Second Amendment Effective Date, instruments if any, and documents referred (ii) the audited financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Year ended December 31, 2015; (f) all filings, recordations and searches necessary or desirable in connection with the Liens and security interests described in the Collateral Documents shall have been duly made (or maintained), and all filing and recording fees and taxes shall have been duly paid, and the Administrative Agent shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall have (or continue to herein have) a valid and perfected first priority (subject to Permitted Liens) Lien and security interest in the Collateral; (g) the Administrative Agent shall have received a down date endorsement from First American Title Insurance Company for the Mortgage with respect to the real property commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Georgia 30097, in form and substance reasonably satisfactory to the Administrative Agent; (h) the Borrower and the Guarantors shall have used commercially reasonable efforts to obtain (or to amend or amend and restate, if necessary) any landlord waivers and access letters requested by the Administrative Agent with respect to material leased real property interests of the Borrower or any Guarantor (or the parties shall have made mutually satisfactory post-closing arrangements therefor); (i) the Collateral Agent shall be true satisfied with the amount, types and correctterms and conditions of all insurance maintained by the Borrower and its Subsidiaries; (x) Consummation and the Collateral Agent shall have received endorsements naming the Collateral Agent, on behalf of the transactions contemplated Lenders and the other secured parties, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the Collateral; (j) the Lenders shall have received, in form and substance reasonably satisfactory to the Lenders, documentation and other information that is required by the Junior Creditor Documents (regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the funding PATRIOT Act, requested not later than five days prior to Borrower of an amount not less than $4,750,000the Second Amendment Effective Date; (k) after giving effect to this Amendment (and payment by Borrowergiving effect to any Credit Extension to occur substantially simultaneously with such effectiveness and the increase in the Aggregate Revolving Commitments), in cash, as of the Required Payments Second Amendment Effective Date, no Default or Event of Default shall have occurred and $25,000 of the Amendment Feebe continuing; and (l) the Administrative Agent shall have confirmation that all fees payable under this Amendment, under the Credit Agreement and under the Fee Letter and all reasonable out-of-pocket fees and expenses required to be paid on or before the Second Amendment Effective Date have been paid, including the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent to the extent invoiced prior to the date hereof (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Agreement and the amendments to the Credit Agreement and the other Loan Documents herein provided shall become effective as of the Effective Date at the time when each of the following conditions has been satisfied: (a) The effectiveness of this Amendment is subject to the following conditions precedent, including, where applicable, that Lender Administrative Agent shall have received the following documents 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 signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and other items (all such documents and other items must be each in form and substance satisfactory to the Lender):Administrative Agent and each of the Lenders: (i) This Amendment (A) counterparts of this Agreement, duly executed by each Borrower, Bank of America, as Administrative Agent, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and Revolving Administrative Agent, each other Loan Party and each Lender (other than AHFC), (B) a Note executed by the Borrowers in favor of each Lender requesting a Note; (C) counterparts of that certain Amendment No. 1 to Fourth Amended and Restated Security Agreement, dated as of the Effective Date (the “Security Agreement Amendment”) by the Company, certain Subsidiaries of the Company, Bank of America, as Administrative Agent and Revolving Administrative Agent (including in the capacity of collateral agent for the Secured Parties) and (D) counterparts of a letter agreement dated as of the Effective Date, duly executed by the Company and Bank of America, as Administrative Agent, New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender (collectively, the “Amendment Documents”); (ii) The Sureties' Acknowledgment such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and Mortgage Modification capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement executed by Suretyand the other Loan Documents to which such Loan Party is a party; (iii) The Amended such documents and Restated Promissory Note executed by Borrower together with certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and (except as provided in Section 6.21 of the Consolidated Form Credit Agreement) that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions, which includes 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 Disclosure of Confession of Judgment executed by BorrowerMaterial Adverse Effect; (iv) Copies a favorable opinion of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Junior Creditor Documents certified by an officer of BorrowerLoan Parties, which Junior Creditor Documents shall provide for a committed term loan facility of not less $4,750,000 addressed to be funded at closingthe Administrative Agent, the Revolving Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; (v) The Subordination a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreements, instruments and documents approvals required by Lender to effectuate and implement the terms this Amendment (duly executed, where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Amendment Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 2(a) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (vii) a certificate signed by the chief executive officer, chief financial officer, treasurer or chief accounting officer of each Loan Party certifying that each Loan Party is Solvent, after giving effect to this Amendment Agreement and the other agreements, instruments Loan Documents and documents referred to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, Indebtedness pursuant hereto and good standing/foreign qualification certificates for, Borrowerthereto; (viii) No litigationto the extent not otherwise delivered prior to the date hereof, investigation a copy of (A) each standard form of Franchise Agreement for each vehicle manufacturer or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, distributor and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions shall have been issued by any Governmental Authority(B) each executed Framework Agreement; (ix) Each of to the representations extent not otherwise delivered prior to the date hereof, duly executed consents and warranties made waivers required pursuant to any Franchise Agreement or reaffirmed by Borrower in this Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; Framework Agreement; (x) Consummation to the extent requested by the Administrative Agent, evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Revolving Administrative Agent (on behalf of the transactions contemplated Secured Parties) as an additional insured and loss payee, as the case may be, on all such insurance policies maintained with respect to properties of the Company or any Loan Party constituting part of the Collateral; (xi) the Loan Parties shall have delivered to the Administrative Agent and the Revolving Administrative Agent an authorization to share insurance information in form and substance satisfactory to the Administrative Agent and the Revolving Administrative Agent (or such other form as required by each of the Loan Party’s insurance companies (the “Authorization to Share Insurance Information”); (xii) the Loan Parties shall have delivered to the Administrative Agent a Statement of Purpose for an Credit Extension Secured by Margin Stock (Federal Reserve Form U-1); (xiii) consolidating balance sheets for the Company and each Subsidiary as at the end of March 31, 2020, and the related consolidating statements of income or operations, all in reasonable detail prepared by management of the Company or such Subsidiary, in each case with subtotals for (a) each Subsidiary, (b) all New Vehicle Borrowers (excluding the results of any Dual Subsidiaries), (c) all Used Vehicle Borrowers (excluding the results of any Dual Subsidiaries) and (d) all Silo Subsidiaries grouped by each Silo Lender, and in each case prior to intercompany eliminations; (xiv) UCC financing statements or amendments to previously filed UCC financing statements for filing in all places required by applicable law to perfect the Liens of the Revolving Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien (with the priority described therein) as to items of Collateral in which a security interest may be perfected by the Junior Creditor Documents filing of financing statements, and such other documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Revolving Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a valid and perfected Lien in and to such other Collateral as the Administrative Agent may require; (xv) UCC search results with respect to the Borrowers showing only Liens acceptable to the Administrative Agent (or pursuant to which arrangements satisfactory to the Administrative Agent shall have been made to remove any unacceptable Liens promptly after the Effective Date); (xvi) such duly executed Landlord Waivers for locations of the Borrowers not already in effect, as may be requested by the Administrative Agent in its sole discretion; (xvii) a certificate signed by a Responsible Officer of the Company certifying as to the status of the Unrestricted Subsidiaries; (xviii) an exiting lender letter executed by AHFC pursuant to which AHFC waives any requirement in the Credit Agreement to provide prior notice of the AHFC Payment and any right to consent to this Agreement, in form and substance acceptable to the Administrative Agent; and (xix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender or the Lenders reasonably may require. (b) Upon the reasonable request of any Lender made at least ten (10) days prior to the date hereof, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the date hereof and (ii) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) All fees and expenses payable to the Administrative Agent, the Arranger and the Lenders (including the funding fees and expenses of counsel to Borrower the Administrative Agent) to the extent invoiced on or prior to the date hereof shall have been paid in full (without prejudice to final settling of an amount not less than $4,750,000) accounts for such fees and payment by Borrower, in cash, of the Required Payments and $25,000 of the Amendment Fee; andexpenses).

Effectiveness; Conditions Precedent. This Restatement Amendment shall become effective (the “Restatement Amendment Effective Date”) at the time when each of the following conditions has been satisfied and/or received by the Administrative Agent: (a) The effectiveness the Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent: (i) counterparts of this Restatement Amendment, duly executed by a Responsible Officer of the Borrower and each Guarantor, the Administrative Agent and each of the Lenders, which counterparts may be delivered by facsimile or other electronic means; (ii) counterparts of the Reaffirmation Agreement dated as of the Restatement Amendment is subject Effective Date reaffirming each Existing Loan Document (as defined therein) and any other Collateral Document executed in connection therewith, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable; (iii) counterparts of a Joinder Agreement from CALYX Engineers and Consultants, Inc., a North Carolina corporation, and CHI Engineering Services Incorporated, a New Hampshire corporation (the “Joining Guarantors”); (iv) legal opinions from (A) Loeb & Loeb LLP, counsel to the following conditions precedentLoan Parties, includingwith respect to this Restatement Amendment and the Loan Documents as amended, where modified and reaffirmed by this Restatement Amendment and covering local counsel opinions for all entities organized under the laws of Delaware or California and customary enforceability and other New York law governed opinions with respect to all Loan Parties, and (B) local counsel covering the Joining Guarantors, in each case in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (v) an Officer’s Certificate dated as of the date hereof, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party; (vi) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party, copies of the financing statements on file in such jurisdictions and evidence that Lender shall no Liens exist other than Permitted Liens; (vii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; (viii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of any of the Loan Parties, together with allonges or assignments as may be necessary or appropriate to create and perfect the Administrative Agent’s and the Lenders’ security interest in the Collateral; (ix) insurance certificates and endorsements evidencing liability, property and business interruption insurance meeting the requirements set forth in the Credit Agreement or in the Collateral Documents or as required by the Administrative Agent; (x) a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, after giving effect to this Restatement Amendment and any borrowings under the Loan Documents and other transactions contemplated on the date hereof; (xi) a certificate of a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 30, 2017 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) there is no action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect, and (D) the Loan Parties have received all consents, approvals, authorizations, registrations or filings required to be made or obtained by the following documents Borrower or any other Loan Party in connection with this Restatement Amendment and any other items transaction being financed with the proceeds of the Revolving Facility on the date hereof and no investigation or inquiry by any Governmental Authority regarding this Restatement Amendment or any related transaction is ongoing; (all such documents and other items must xii) copies of the subordination terms of any seller notes to be treated as Subordinated Indebtedness, which subordination terms shall be in form and substance reasonably satisfactory to the Lender):Administrative Agent; and (xiii) a Loan Notice with respect to any Loans to be made on the date of this Restatement Amendment; (b) the Administrative Agent and the Lenders shall have received (i) This copies of interim financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended September 29, 2018, (ii) projections for the Borrower and its Subsidiaries in form and detail reasonably satisfactory to the Administrative Agent for the first year following the date of this Restatement Amendment, and (iii) such other financial information reasonably requested by the Administrative Agent and the Lenders; (c) all of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02 of the Credit Agreement) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Restatement Amendment executed by Effective Date; (d) upon the request of any Lender prior to the Restatement Amendment Effective Date, the Borrower shall have provided to such Lender (A) documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (iie) The Sureties' Acknowledgment all fees and Mortgage Modification Agreement executed by Surety; expenses payable to the Administrative Agent and the Lenders (iii) The Amended including the fees and Restated Promissory Note executed by Borrower together with a Disclosure expenses of Confession counsel to the Administrative Agent and the fees set forth in that certain Fee Letter dated as of Judgment executed by Borrower; (iv) Copies of December 3, 2018 between the Junior Creditor Documents certified by an officer of Borrower, which Junior Creditor Documents shall provide for a committed term loan facility Bank of not less $4,750,000 to be funded at closing; (v) The Subordination and Intercreditor Agreement (the "Baena Subordination Agreement") executed by Junior Creditor and ackn▇▇▇▇▇ged by Borrower; (vi) Any and all agreementsAmerica, instruments and documents required by Lender to effectuate and implement the terms this Amendment (duly executedN.A., where appropriate, by Borrower and such other parties, as applicable); (vii) Evidence that the execution, delivery and performance of this Amendment and the other agreements, instruments and documents referred Arranger) estimated to in this Section by Borrower have been duly authorized by all necessary corporate action, together with certified copies of the organizational documents of, and good standing/foreign qualification certificates for, Borrower; (viii) No litigation, investigation or proceeding before or by any Governmental Authority shall be continuing or threatened in connection with this Amendment or the Junior Creditor Documents or any of the transactions contemplated hereby or thereby, and no injunction, writ, restraining order or other order of any nature inconsistent with the due consummation of such transactions date shall have been issued by any Governmental Authority; paid in full (ix) Each without prejudice to final settling of accounts for such fees and expenses). Without limiting the generality of the representations and warranties made or reaffirmed by Borrower provisions in Article IX of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Restatement Amendment or in any of the other agreements, instruments and documents referred to herein shall be true and correct; (x) Consummation of 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 transactions contemplated by Administrative Agent shall have received notice from such Lender prior to the Junior Creditor Documents (including the funding to Borrower of an amount not less than $4,750,000) and payment by Borrower, in cash, of the Required Payments and $25,000 of the Restatement Amendment Fee; andEffective Date specifying its objection thereto.