Common use of Conditions of Effectiveness and Initial Borrowing Clause in Contracts

Conditions of Effectiveness and Initial Borrowing. The Closing Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated as of the Closing Date and in such number of copies as the Administrative Agent shall have reasonably requested (or, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the Borrower; (iii) if any LIBOR Loans are to be borrowed prior to the third Business Day after the Closing Date by the Borrower, the Administrative Agent shall have received, three Business Days prior to the date such LIBOR Loans are to be borrowed, a pre-funding LIBOR indemnity letter from the Borrower and a completed Notice of Borrowing; (iv) a certificate, signed by a Responsible Officer of the Borrower, certifying (i) that both immediately before and after giving effect to the transactions contemplated hereby, (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date, including the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and (B) no Default or Event of Default has occurred and is continuing and (ii) the current Debt Ratings; provided, however, if the Closing Date is on the IDHC Acquisition Date, then the Responsible Officer of the Borrower shall certify only as to the matters set forth in Section 3.3(f). (v) a certificate of the secretary or an assistant secretary of the Borrower and the Guarantor certifying, as of the Closing Date, (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Person, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Person, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Person, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Person executing such other Credit Documents, and attaching all such copies of the documents described above; and attaching copies of all the documents referred to in clauses (i), (ii) and (iii) above; (vi) a certificate as of a recent date of the good standing of the Borrower and the Guarantor as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (vii) the favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Borrower, and (B) in-house counsel to the Borrower, in each case addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; and (viii) the Guaranty Agreement, dated as of the Closing Date, made by NYSE in favor of the Administrative Agent and the Lenders, duly executed by NYSE. (b) [Reserved]. (c) The Borrower shall have paid (i) to the Arrangers, the fees required under the Joint Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) to the extent invoiced to the Borrower at least two Business Days prior to the Closing Date, all other reasonable and documented expenses of the Arrangers, the Administrative Agent and the Lenders required (to the extent otherwise agreed to by the Borrower in writing) to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement and the other Credit Documents. (d) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of any Loans made hereunder. (e) The Administrative Agent and the Lenders shall have received the Ineligible Assignees Letter, duly executed by the Borrower. (f) The Administrative Agent and the Lenders shall have received from the Borrower all documentation and other information requested by the Administrative Agent or any Lender at least three Business Days prior to the Closing Date that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness and Initial Borrowing. The Closing Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the applicable Borrower, each dated as of the Closing Date and in such number of copies as the Administrative Agent shall have reasonably requested (or, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the each applicable Borrower; (iii) if any LIBOR Loans are to be borrowed prior to the third Business Day after the Closing Date by the a Borrower, the Administrative Agent shall have received, three Business Days prior to the date such LIBOR Loans are to be borrowed, a pre-funding LIBOR indemnity letter from the such Borrower and a completed Notice of Borrowing; (iv) a certificate, signed by a Responsible Officer of the Parent Borrower, certifying (i) that both immediately before and after giving effect to the transactions contemplated hereby, (A) all representations and warranties of the Borrower Borrowers contained in this Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date, including the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and (B) no Default or Event of Default has occurred and is continuing and (ii) the current Debt Ratings; provided, however, if the Closing Date is on the IDHC Acquisition Date, then the Responsible Officer of the Borrower shall certify only as to the matters set forth in Section 3.3(f).; (v) a certificate of the secretary or an assistant secretary of the each Borrower and the Guarantor certifying, as of the Closing Date, (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Person, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Person, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Person, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Person executing such other Credit Documents, and attaching all such copies of the documents described above; and attaching copies of all the documents referred to in clauses (i), (ii) and (iii) above; and (iv) for the Subsidiary Borrower only, confirming that borrowing under the Dollar Revolving Commitments and the Multicurrency Revolving Commitments would not cause any borrowing or similar limit binding on the Subsidiary Borrower to be exceeded; (vi) a certificate as of a recent date of the good standing of the Parent Borrower and the Guarantor as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (vii) the favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Parent Borrower, (B) Shearman & Sterling (London) LLP, foreign local counsel to the Subsidiary Borrower, and (BC) in-house counsel to the Parent Borrower, in each case addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; and (viii) the Guaranty Agreement, dated as of the Closing Date, made by NYSE in favor of the Administrative Agent and the Lenders, duly executed by NYSE. (b) [Reserved]All principal, interest and other amounts outstanding under the (i) Credit Agreement, dated as of November 9, 2011 (as amended by the First Amendment to Credit Agreement, dated as of September 27, 2013) among the Borrowers, IntercontinentalExchange, Inc., the lenders party thereto and Xxxxx Fargo, as administrative agent, and (ii) Credit Agreement, dated as of July 12, 2013 (as amended by the First Amendment to Credit Agreement, dated as of September 27, 2013), between the Parent Borrower, the lenders party thereto and Xxxxx Fargo, as administrative agent (collectively, the “Terminating Credit Facilities”), shall, substantially contemporaneously with the Closing Date, be paid in full, all commitments to extend credit under the agreements and instruments relating to the Terminating Credit Facilities shall be terminated, all letters of credit issued thereunder shall be terminated or cancelled (or deemed issued hereunder) and all guarantees relating thereto shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it of such terminations. (c) The Borrower Borrowers shall have paid (i) to the Arrangers, the fees required under the Joint Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) to the extent invoiced to the Borrower Borrowers at least two Business Days prior to the Closing Date, all other reasonable and documented expenses of the Arrangers, the Administrative Agent and the Lenders required (to the extent otherwise agreed to by the Borrower Borrowers in writing) to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement and the other Credit Documents. (d) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans made hereunder. (e) The Administrative Agent and the Lenders shall have received the Ineligible Assignees Letter, duly executed by the Parent Borrower. (f) The Administrative Agent and the Lenders shall have received from the Borrower Borrowers all documentation and other information requested by the Administrative Agent or any Lender at least three 2 Business Days prior to the Closing Date that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness and Initial Borrowing. The effectiveness of ------------------------------------------------- this Agreement on the Closing Date shall occur upon and the obligation of each Lender to make Loans in connection with the initial Borrowing hereunder (whether or not on the Closing Date) and the obligation of the Issuing Lender to issue the Initial Letter of Credit hereunder (whether or not on the Closing Date), is subject to the satisfaction of the following conditions precedentprecedent on the Closing Date: (a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the Borrower, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes and in such number of copies as any certificates or instruments required to be delivered under the Administrative Agent shall have reasonably requested (orSecurity Agreement, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and sufficient copies for each in a form and substance reasonably satisfactory to the Administrative Agent and each of the LendersLender: (i) executed counterparts a Revolving Note for each Lender that is a party hereto as of this Agreement; (ii) to the extent requested by any Lender Closing Date, in accordance with Section 2.4(d), a Note or Notes for the amount of such Lender's Revolving Credit Commitment; and a Swingline Note for the Swingline Lender, in the amount of the Swingline Commitment, in each case duly completed in accordance with the relevant provisions of Section 2.4(d) 2.4 and executed by the Borrower; (ii) the Subsidiary Guaranty, duly completed and executed by each Subsidiary of the Borrower, and an Intercompany Note, duly completed and executed by each Subsidiary of the Borrower; (iii) if the Security Agreement, duly completed and executed by the Borrower and each Subsidiary of the Borrower, together with any LIBOR Loans are to be borrowed prior to certificates evidencing the third Business Day after Capital Stock being pledged thereunder as of the Closing Date by the Borrowerand undated assignments separate from certificate for any such certificate, the Administrative Agent shall have receivedduly executed in blank, three Business Days prior to the date such LIBOR Loans are to be borrowedand any promissory notes being pledged thereunder, a pre-funding LIBOR indemnity letter from the Borrower and a completed Notice of Borrowingduly endorsed in blank; (iv) the Mortgages, each duly executed by the Borrower or Subsidiary owning such mortgaged property (provided that the Lenders agree that the -------- satisfaction of this condition may be delayed to a date not more than sixty (60) days following the Closing Date and the Borrower covenants and agrees to satisfy this condition within such period); (v) an intercreditor agreement, duly executed by the Lenders, Holders and Agent (as such terms are defined in the Participation Agreement) under the ELLF and the Borrower and each Subsidiary Guarantor and in form and substance reasonably satisfactory to the Agents and the Lenders; and (vi) the favorable opinion of Xxxxxxx & Xxxxx, special counsel to the Borrower, addressed to the Agent and the Lenders and in form and substance reasonably satisfactory to the Agents and the Lenders. (b) The Agent shall have received a certificate, signed by a Responsible Officer the president, the chief executive officer or the chief financial officer of the Borrower, in form and substance satisfactory to the Agent, certifying that (i) that both immediately before and after giving effect to the transactions contemplated hereby, (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be are true and correct as of such datethe Closing Date, including both immediately before and after giving effect to the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) consummation of the transactions contemplated hereby and the application of the proceeds thereof, (Bii) no Default or Event of Default has occurred and is continuing continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby and the application of the proceeds thereof, (iii) both immediately before and after giving effect to the consummation of the transactions contemplated hereby and the application of the proceeds thereof, no Material Adverse Change has occurred since December 31, 2000, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change, and (iv) all conditions to Closing and the initial extensions of credit hereunder (whether or not they occur on the Closing Date) set forth in this Section have been satisfied or waived as required hereunder. (c) The Agent shall have received a certificate, signed by the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Agents, certifying that each of the Borrower and its Subsidiaries, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not reasonably believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (d) The Agent shall have received a certificate, signed by the president, the chief executive officer or the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Agents, certifying that the Borrower (i) has issued, or is issuing substantially simultaneously with the initial effectiveness of this Agreement, its Subordinated Notes in the principal face amount of not less than $175,000,000 and (ii) substantially simultaneously with the current Debt Ratings; providedinitial effectiveness of this Agreement, howeverhas amended, if restated and continued the Closing Date is on the IDHC Acquisition Date, then the Responsible Officer of the Borrower shall certify only as to the matters set forth in Section 3.3(f)ELLF. (ve) The Agent shall have received a certificate of the secretary or an assistant secretary (or comparable officer or manager) of each of the Borrower and its Subsidiaries, in form and substance satisfactory to the Guarantor certifyingAgent, as of the Closing Date, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation incorporation (or other organizational document comparable formative documents) and all amendments thereto of the Borrower or such PersonSubsidiary, as the case may be, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylawsbylaws (or comparable operating agreement, operating partnership agreement or similar governing document other documents) of the Borrower or such PersonSubsidiary, as the case may be, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar comparable governing bodybody or entity) of the Borrower or such PersonSubsidiary, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower or such Person Subsidiary, as the case may be, executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above; and attaching copies of all the documents referred to in clauses . (f) The Agent shall have received (i), (ii) and (iii) above; (vi) a certificate as of a recent date of the good standing of each of the Borrower and the Guarantor as of the Closing Date, its Subsidiaries under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (vii) the favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Borrower, jurisdiction and (Bii) in-house counsel a certificate as of a recent date of the qualification of each of the Borrower and its Subsidiaries to the Borrower, conduct business as a foreign business entity in each case addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; and (viii) the Guaranty Agreement, dated jurisdiction where it is so qualified as of the Closing Date, made by NYSE in favor from the Secretary of the Administrative Agent and the Lenders, duly executed by NYSEState (or comparable Governmental Authority) of such jurisdiction. (bg) [Reserved]All legal matters, documentation, and corporate or other proceedings incident to the transactions contemplated hereby (including as related to the Subordinated Notes and the ELLF) shall be satisfactory in form and substance to the Agents; and all documentation (including the form of term sheet for PPM Asset Dispositions and related material agreements) and all legal, regulatory, tax, accounting, corporate structure and other matters relating to the Restructuring (to the extent finalized, completed or otherwise known as of the Closing Date) shall be satisfactory in form and substance to the Agents; (h) All material approvals, permits and consents of any Governmental Authorities or other Persons required in connection with the execution and delivery of this Agreement and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby shall have been obtained, without the imposition of conditions that are not acceptable to the Agents, and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Agents shall have received such copies thereof as they shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that, in the opinion of the Agents, could reasonably be expected to have a Material Adverse Effect. (ci) The Agent shall have received certified reports from an independent search service reasonably satisfactory to it listing any judgment or tax lien filing or Uniform Commercial Code financing statement that (i) names the Borrower as debtor in any of the jurisdictions listed beneath its name on Schedule 4.1 or (ii) names any Subsidiary Guarantor as debtor in any of the jurisdictions listed beneath its name on Schedule 4.1, and the results thereof shall be satisfactory to the Agent. (j) The Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions (including, without limitation, the filing of duly completed and executed (A) Mortgages and (B) UCC-1 financing statements in each jurisdiction listed on Annex A to the Security Agreement) necessary or, in the reasonable opinion of the Agent, desirable to perfect the Liens created by the Security Documents shall have been completed, or arrangements reasonably satisfactory to the Agent for the completion thereof shall have been made (provided that the Lenders agree -------- that the satisfaction of this condition with respect to the Mortgages and any UCC-1 fixture filings may be delayed to a date not more than sixty (60) days following the Closing Date and the Borrower covenants and agrees to satisfy this condition within such period). (k) The Agent shall have received with respect to each parcel of real property that is subject to a Mortgage, in form and substance satisfactory to the Agent, (i) copies of existing environmental reports and such new or additional environmental reports as may reasonably be requested by the Agent, (ii) a policy or policies of title insurance insuring the Mortgages as valid first liens on the mortgaged properties, free of liens (other than Permitted Liens) or other exceptions to title not approved and accepted by the Agents, (iii) flood zone certifications and, as required, certificates of flood insurance, and (iv) other customary closing documents as are reasonably requested by the Agent(provided that the Lenders agree that the satisfaction of -------- this condition may be delayed to a date not more than sixty (60) days following the Closing Date and the Borrower covenants and agrees to satisfy this condition within such period). (l) Since December 31, 2000, both immediately before and after giving effect to the consummation of the transactions contemplated by this Agreement, there shall not have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (m) The Borrower shall have paid (i) to the ArrangersFirst Union Securities, Inc. and UBS Warburg LLC, the unpaid balance of the fees required under described in paragraph (2) of the Joint Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereofLetter, (ii) to the Administrative Agent, for the benefit of each Lender, the Fee described in paragraph (1) of the Fee Letter, (iii) to the Agent, the initial payment of the annual administrative fee described in paragraph (3) of the Wxxxx Fargo Fee Letter, and (iiiiv) to the extent invoiced to the Borrower at least two Business Days prior to the Closing Date, all other reasonable fees and documented expenses of the Arrangers, the Administrative Agent and the Lenders required (to the extent otherwise agreed to by the Borrower in writing) hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement and the other Credit Documentstransactions contemplated hereby. (dn) The Administrative Agent shall have received (A) a Financial Condition Certificate, together with the Pro Forma Balance Sheet and the Projections as described in Sections 5.11(b) and 5.11(c), all of which shall be in form and substance reasonably satisfactory to the Agent and (B) a certificate, signed by the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Agents, certifying that Consolidated EBITDA for the 12-month period ending (i) November 30, 2001 is not less than $151,250,000, and (ii) December 31, 2001 is reasonably expected to be not less than $165,000,000. (o) The Agent shall have received a Covenant Compliance Worksheet, duly completed and certified by the chief financial officer of the Borrower and in form and substance satisfactory to the Agent, demonstrating the Borrower's compliance with the financial covenants set forth in Sections 7.1 through 7.5, determined on an annualized basis for the 11-month period ending November 30, 2001 after giving pro forma effect to the consummation of the transactions contemplated hereby and the application of the proceeds thereof and then ending. (p) The Agent shall have received evidence satisfactory to it that, (w) all principal, interest and other amounts outstanding with respect to the Terminating Senior Indebtedness shall be repaid and satisfied in full, (x) all commitments to extend credit under the agreements and instruments relating thereto shall be terminated, (y) any Liens securing any Terminating Senior Indebtedness shall be released and any related filings terminated of record (or arrangements satisfactory to the Agent made therefor), and (z) any letters of credit outstanding with respect to the Terminating Senior Indebtedness shall have been terminated or canceled. (q) The Agent shall have received evidence in form and substance reasonably satisfactory to it that all of the requirements of Section 6.6 and those provisions of the Security Agreement relating to the maintenance of insurance have been satisfied, including receipt of certificates of insurance evidencing the insurance coverages described on Schedule 5.17 and all other or additional coverages required under the Security Agreement and naming the Agent as loss payee or additional insured, as its interests may appear. (r) The Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the BorrowerOfficer, including wire transfer information, directing the payment of the proceeds of any the initial Loans to be made hereunder. (es) The Administrative Agent and the Lenders each Lender shall have received such other documents, certificates, opinions and instruments in connection with the Ineligible Assignees Letter, duly executed by the Borrower. (f) The Administrative Agent and the Lenders transactions contemplated hereby as it shall have received from the Borrower all documentation and other information requested by the Administrative Agent or any Lender at least three Business Days prior to the Closing Date that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection theretoreasonably requested.

Conditions of Effectiveness and Initial Borrowing. The Closing Date shall occur upon the satisfaction of the following conditions precedent:precedent:[Reserved]. (a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the applicable Borrower, each dated as of the Closing Date and in such number of copies as the Administrative Agent shall have reasonably requested (or, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the each applicable Borrower; (iii) if any LIBOR Loans are to be borrowed prior to the third Business Day after the Closing Date by the a Borrower, the Administrative Agent shall have received, three Business Days prior to the date such LIBOR Loans are to be borrowed, a pre-funding LIBOR indemnity letter from the such Borrower and a completed Notice of Borrowing; (iv) a certificate, signed by a Responsible Officer of the Parent Borrower, certifying (i) that both immediately before and after giving effect to the transactions contemplated hereby, (A) all representations and warranties of the Borrower Borrowers contained in this Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date, including the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and (B) no Default or Event of Default has occurred and is continuing and (ii) the current Debt Ratings; provided, however, if the Closing Date is on the IDHC Acquisition Date, then the Responsible Officer of the Borrower shall certify only as to the matters set forth in Section 3.3(f).; (v) a certificate of the secretary or an assistant secretary of the each Borrower and the Guarantor certifying, as of the Closing Date, (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Person, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Person, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Person, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Person executing such other Credit Documents, and attaching all such copies of the documents described above; and attaching copies of all the documents referred to in clauses (i), (ii) and (iii) above; and (iv) for the Subsidiary Borrower only, confirming that borrowing under the Dollar Revolving Commitments and the Multicurrency Revolving Commitments would not cause any borrowing or similar limit binding on the Subsidiary Borrower to be exceeded; (vi) a certificate as of a recent date of the good standing of the Parent Borrower and the Guarantor as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (vii) the favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Parent Borrower, (B) Shearman & Sterling (London) LLP, foreign local counsel to the Subsidiary Borrower, and (BC) in-house counsel to the Parent Borrower, in each case addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; and (viii) the Guaranty Agreement, dated as of the Closing Date, made by NYSE in favor of the Administrative Agent and the Lenders, duly executed by NYSE. (b) [Reserved]All principal, interest and other amounts outstanding under the (i) Credit Agreement, dated as of November 9, 2011 (as amended by the First Amendment to Credit Agreement, dated as of September 27, 2013) among the Borrowers, IntercontinentalExchange, Inc., the lenders party thereto and Xxxxx Fargo, as administrative agent, and (ii) Credit Agreement, dated as of July 12, 2013 (as amended by the First Amendment to Credit Agreement, dated as of September 27, 2013), between the Parent Borrower, the lenders party thereto and Xxxxx Fargo, as administrative agent (collectively, the “Terminating Credit Facilities”), shall, substantially contemporaneously with the Closing Date, be paid in full, all commitments to extend credit under the agreements and instruments relating to the Terminating Credit Facilities shall be terminated, all letters of credit issued thereunder shall be terminated or cancelled (or deemed issued hereunder) and all guarantees relating thereto shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it of such terminations. (c) The Borrower Borrowers shall have paid (i) to the Arrangers, the fees required under the Joint Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Xxxxx Fargo Fee Letter, and (iii) to the extent invoiced to the Borrower Borrowers at least two Business Days prior to the Closing Date, all other reasonable and documented expenses of the Arrangers, the Administrative Agent and the Lenders required (to the extent otherwise agreed to by the Borrower Borrowers in writing) to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement and the other Credit Documents. (d) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans made hereunder. (e) The Administrative Agent and the Lenders shall have received the Ineligible Assignees Letter, duly executed by the Parent Borrower. (f) The Administrative Agent and the Lenders shall have received from the Borrower Borrowers all documentation and other information requested by the Administrative Agent or any Lender at least three 2 Business Days prior to the Closing Date that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Effectiveness and Initial Borrowing. The Closing Date shall occur upon the satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the applicable Borrower, each dated as of the Closing Date and in such number of copies as the Administrative Agent shall have reasonably requested (or, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and each in a form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement; (ii) to the extent requested by any Lender in accordance with Section 2.4(d), a Note or Notes for such Lender, in each case duly completed in accordance with the provisions of Section 2.4(d) and executed by the each applicable Borrower; (iii) if any LIBOR Loans are to be borrowed prior to the third Business Day after the Closing Date by the a Borrower, the Administrative Agent shall have received, three Business Days prior to the date such LIBOR Loans are to be borrowed, a pre-funding LIBOR indemnity letter from the such Borrower and a completed Notice of Borrowing; (iv) a certificate, signed by a Responsible Officer of the Parent Borrower, certifying (i) that both immediately before and after giving effect to the transactions contemplated hereby, (A) all representations and warranties of the Borrower Borrowers contained in this Agreement and the other Credit Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects, in each case as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date, including the representations set forth in Section 4.13 which shall only be made in connection with any Borrowing made in accordance with Section 3.3) and (B) no Default or Event of Default has occurred and is continuing and (ii) the current Debt Ratings; provided, however, if the Closing Date is on the IDHC Acquisition Date, then the Responsible Officer of the Borrower shall certify only as to the matters set forth in Section 3.3(f).; (v) a certificate of the secretary or an assistant secretary of the each Borrower and the Guarantor certifying, as of the Closing Date, (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Person, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Person, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Person, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Person executing such other Credit Documents, and attaching all such copies of the documents described above; and attaching copies of all the documents referred to in clauses (i), (ii) and (iii) above; and (iv) for the Subsidiary Borrower only, confirming that borrowing under the Dollar Revolving Commitments and the Multicurrency Revolving Commitments would not cause any borrowing or similar limit binding on the Subsidiary Borrower to be exceeded; (vi) a certificate as of a recent date of the good standing of the Parent Borrower and the Guarantor as of the Closing Date, under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction; (vii) the favorable opinions of (A) Shearman & Sterling, LLP, special counsel to the Parent Borrower, (B) Shearman & Sterling (London) LLP, foreign local counsel to the Subsidiary Borrower, and (BC) in-house counsel to the Parent Borrower, in each case addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; and (viii) the Guaranty Agreement, dated as of the Closing Date, made by NYSE in favor of the Administrative Agent and the Lenders, duly executed by NYSE. (b) [Reserved]All principal, interest and other amounts outstanding under the (i) Credit Agreement, dated as of November 9, 2011 (as amended by the First Amendment to Credit Agreement, dated as of September 27, 2013) among the Borrowers, IntercontinentalExchange, Inc., the lenders party thereto and Wxxxx Fargo, as administrative agent, and (ii) Credit Agreement, dated as of July 12, 2013 (as amended by the First Amendment to Credit Agreement, dated as of September 27, 2013), between the Parent Borrower, the lenders party thereto and Wxxxx Fargo, as administrative agent (collectively, the “Terminating Credit Facilities”), shall, substantially contemporaneously with the Closing Date, be paid in full, all commitments to extend credit under the agreements and instruments relating to the Terminating Credit Facilities shall be terminated, all letters of credit issued thereunder shall be terminated or cancelled (or deemed issued hereunder) and all guarantees relating thereto shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it of such terminations. (c) The Borrower Borrowers shall have paid (i) to the Arrangers, the fees required under the Joint Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Wxxxx Fargo Fee Letter, and (iii) to the extent invoiced to the Borrower Borrowers at least two Business Days prior to the Closing Date, all other reasonable and documented expenses of the Arrangers, the Administrative Agent and the Lenders required (to the extent otherwise agreed to by the Borrower Borrowers in writing) to be paid on or prior to the Closing Date (including reasonable and documented fees and expenses of counsel) in connection with this Agreement and the other Credit Documents. (d) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the each Borrower, including wire transfer information, directing the payment of the proceeds of any Loans made hereunder. (e) The Administrative Agent and the Lenders shall have received the Ineligible Assignees Letter, duly executed by the Parent Borrower. (f) The Administrative Agent and the Lenders shall have received from the Borrower Borrowers all documentation and other information requested by the Administrative Agent or any Lender at least three 2 Business Days prior to the Closing Date that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.