Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Company will not permit its Subsidiaries to create, issue, incur, assume or otherwise become liable for any Debt (excluding (a) any Debt of a Subsidiary owed to the Company or another Subsidiary and any Guarantee by a Subsidiary of Debt of the Company, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lessee; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, (d) Debt arising from agreements of a Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, (e) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries incurred to finance insurance premiums in the ordinary course of business, (i) Debt representing deferred compensation to employees of any Subsidiary incurred in the ordinary course of business, (j) cash management and similar obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, (k) Debt of the Borrowing Subsidiaries incurred pursuant to this Agreement, (l) Debt of a Person at the time such Person becomes a Subsidiary that was not incurred in contemplation thereof, and (m) refinancings, extensions or renewals of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)) if, immediately after giving effect to such event, the aggregate outstanding principal amount of all such Debt would exceed an amount equal to 15% of Consolidated Net Worth as of the end of the most recent fiscal quarter end for which financials statements have been delivered pursuant to Section 6.1 or are otherwise publicly available prior to such event.

Subsidiary Indebtedness. The Company will not permit the aggregate outstanding principal amount of Debt of its Subsidiaries to create, issue, incur, assume or otherwise become liable for any Debt which are not Subsidiary Guarantors (excluding (a) any Debt of a Subsidiary owed to the Company or another a Subsidiary Guarantor and any Guarantee by a Subsidiary of Debt of the CompanyCompany or a Subsidiary Guarantor, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Restatement Amendment No. 1 Effective Date and set forth on Schedule 6.15 (after giving effect to the Acquisition) and any refinancings, replacements, extensions or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lessee; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, (d) Debt arising from agreements of a Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisitionacquisition (including, the Acquisition), (e) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.156.16, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature provided by any Subsidiaries in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries incurred to finance insurance premiums in the ordinary course of business, (i) Debt representing deferred compensation to employees of any Subsidiary incurred in the ordinary course of business, (j) cash management and similar obligations and Debt in respect of netting services, automated clearing house services and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, accounts or (k) Debt of the Borrowing Subsidiaries incurred pursuant to this Agreement, (l) Debt of a Person at the any time such Person becomes a Subsidiary that was not incurred in contemplation thereof, and (m) refinancings, extensions or renewals of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)) if, immediately after giving effect to such event, the aggregate outstanding principal amount of all such Debt would exceed an amount equal to 1510% of Consolidated Net Worth as of the end of the most recent fiscal quarter end for which financials statements have been delivered pursuant to Section 6.1 Sections 4.1 or are otherwise publicly available prior to such event6.1.

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness, except: (a) Indebtedness of any Debt Subsidiary to the Borrower or any other Subsidiary; (b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (e) Indebtedness of a Subsidiary owed in respect of non-speculative Swap Contracts relating to the Company business or another Subsidiary and any Guarantee operations of such Subsidiary; (f) Indebtedness arising from the honoring by a Subsidiary bank or financial institution of Debt of the Company, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions a check or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued similar instrument drawn against insufficient funds in the ordinary course of business, including letters so long as such Indebtedness is repaid within five (5) Business Days; (g) any Indebtedness arising as a result of credit short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred Subsidiary not prohibited by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, this Agreement; (ej) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries Indebtedness incurred to finance insurance premiums in the ordinary course acquisition, construction or improvement of businessany fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) Debt representing deferred compensation such Indebtedness is incurred prior to employees or within 180 days after such acquisition or the completion of any Subsidiary incurred in such construction or improvement and (ii) the ordinary course aggregate principal amount of businessIndebtedness permitted by this Section 7.02(j), (j) cash management and similar when combined with the aggregate principal amount of all capital lease obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) Debt capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of the Borrowing Subsidiaries all Indebtedness incurred pursuant to this AgreementSection 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Debt Indebtedness of any Person that becomes a Person Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) refinancingsshall not exceed $50,000,000 at any one time outstanding; (m) Indebtedness arising from letters of credit, extensions guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; and (p) other Indebtedness of the foregoing Debt to the extent the Subsidiaries in an aggregate principal amount thereof is not increased exceeding the greater of (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)x) if, immediately after giving effect to such event, the aggregate $250,000,000 at any one time outstanding principal amount of all such Debt would exceed an amount equal to 15and (y) 35.0% of Consolidated Net Worth as EBITDA for the four consecutive fiscal quarter period of the end of Borrower most-recently ended on or prior to the most recent fiscal quarter end date any Indebtedness is incurred in reliance on this clause (q) for which financials financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.1 or are otherwise publicly available prior to such event6.01.

Subsidiary Indebtedness. The Company will not permit its Subsidiaries to create, issue, incur, assume or otherwise become liable for any Debt (excluding (a) any Debt of a Subsidiary owed to the Company or another Subsidiary and any Guarantee by a Subsidiary of Debt of the Company, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Second Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lessee; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, (d) Debt arising from agreements of a Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, (e) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries incurred to finance insurance premiums in the ordinary course of business, (i) Debt representing deferred compensation to employees of any Subsidiary incurred in the ordinary course of business, (j) cash management and similar obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, (k) Debt of the Borrowing Subsidiaries incurred pursuant to this Agreement, (l) Debt of a Person at the time such Person becomes a Subsidiary that was not incurred in contemplation thereof, and (m) refinancings, extensions or renewals of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)) if, immediately after giving effect to such event, the aggregate outstanding principal amount of all such Debt would exceed an amount equal to 15% of Consolidated Net Worth as of the end of the most recent fiscal quarter end for which financials statements have been delivered pursuant to Section 6.1 or are otherwise publicly available prior to such event.

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness of such Subsidiary, except: (a) Indebtedness of any Debt Subsidiary to the Borrower or any other Subsidiary; (b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance arrangements; 54 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility) (e) Indebtedness of a Subsidiary owed in respect of non-speculative Swap Contracts relating to the Company business or another Subsidiary and any Guarantee operations of such Subsidiary; (f) Indebtedness arising from (A) the honoring by a Subsidiary bank or financial institution of Debt of the Company, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions a check or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued similar instrument drawn against insufficient funds in the ordinary course of business, including letters so long as such Indebtedness is repaid within five (5) Business Days;(B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of credit business, or (D) cash pooling and notional pooling arrangements in the ordinary course of business; (g) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred Subsidiary not prohibited by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, this Agreement; (ej) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries Indebtedness incurred to finance insurance premiums in the ordinary course acquisition, construction or improvement of businessany fixed or capital assets (including finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) Debt representing deferred compensation such Indebtedness is incurred prior to employees or within 180 days after such acquisition or the completion of any Subsidiary incurred in such construction or improvement and (ii) the ordinary course aggregate principal amount of businessIndebtedness permitted by this Section 7.02(j), (j) cash management and similar when combined with the aggregate principal amount of all capital lease obligations and Debt Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding;; (k) capital lease obligations and Synthetic Lease Obligations in respect an aggregateIndebtedness existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided that the principal amount, when combined with the aggregate principal amount of netting servicesall Indebtedness incurred pursuant to Section 7.02(j), automated clearing house not in excess of $25,000,000 at any one time outstanding; of such Indebtedness is not increased at the time of such refinancing, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and employee credit card programsfees and expenses reasonably incurred, or similar arrangements in connection with cash management and deposit accounts such refinancing, renewal, amendment or securities accounts, (k) Debt of the Borrowing Subsidiaries incurred pursuant to this Agreement, extension; (l) Debt Indebtedness of any Person that becomes a Person Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary (not including any renewals, refinancings, replacements, or extensions thereof); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) refinancingsshall not exceed $50,000,000 at any one time outstanding and the Borrower shall be in compliance with Section 7.04 of this Agreement; 55 Cboe Global Markets, extensions Inc. – Credit Agreement (Term Loan Credit Facility) (m) Indebtedness arising from letters of credit, guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (p) Indebtedness of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; and (q) other Indebtedness of the foregoing Debt to the extent the Subsidiaries in an aggregate principal amount thereof is not increased exceeding the greater of (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)x) if, immediately after giving effect to such event, the aggregate $250,000,000350,000,000 at any one time outstanding principal amount of all such Debt would exceed an amount equal to 15and (y) 35.0% of Consolidated Net Worth as EBITDA for the four consecutive fiscal quarter period of the end of Borrower most-recently ended on or prior to the most recent fiscal quarter end date any Indebtedness is incurred in reliance on this clause (q) for which financials financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.1 or are otherwise publicly available prior to such event.6.01. 56 Cboe Global Markets, Inc. – Credit Agreement (Term Loan Credit Facility)

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness of such Subsidiary, except: (a) Indebtedness of any Debt of a Subsidiary owed to the Company or another Subsidiary and any Guarantee by a Subsidiary of Debt of the Company, other Subsidiary; (b) Debt (and Guarantees by any undrawn commitment therefor) in existence as Subsidiary of Indebtedness of any other Subsidiary; provided that the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions or renewals thereof, Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Debt incurred by Indebtedness owed to any Subsidiary constituting reimbursement Person (including obligations with in respect to bankers’ acceptances and of letters of credit issued for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance arrangements; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness arising from (A) the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business (B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of business, including letters or (D) cash pooling and notional pooling arrangements in the ordinary course of credit business; (g) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiarySubsidiary not prohibited by this Agreement; (j) Indebtedness incurred to finance the acquisition, other than guarantees construction or improvement of Debt incurred any fixed or capital assets (including finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by any Person acquiring all or any portion the terms of such business, assets or a subsidiary for the purpose of financing such acquisition, (e) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal Indebtedness thereon and surety bonds reasonable fees and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, expenses associated therewith; provided that such Debt Indebtedness is extinguished incurred prior to or within five Business Days 180 days after such acquisition or the completion of its incurrencesuch construction or improvement; (k) Indebtedness existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, renewal, amendment or extension; (hl) Debt Indebtedness of any Subsidiaries incurred to finance insurance premiums in Person that becomes a Subsidiary after the ordinary course of businessClosing Date or Indebtedness acquired or assumed by any Subsidiary (not including any renewals, refinancings, replacements or extensions thereof); provided that (i) Debt representing deferred compensation to employees of any Subsidiary incurred in the ordinary course of business, (j) cash management and similar obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, (k) Debt of the Borrowing Subsidiaries incurred pursuant to this Agreement, (l) Debt of a Person such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance with Section 7.04 of this Agreement; (m) refinancingsIndebtedness arising from letters of credit, extensions guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; (o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (p) Indebtedness of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; and (q) other Indebtedness of the foregoing Debt to Subsidiaries (other than the extent the Designated Borrowers) in an aggregate principal amount thereof is not increased exceeding the greater of (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)x) if, immediately after giving effect to such event, the aggregate $350,000,000 at any one time outstanding principal amount of all such Debt would exceed an amount equal to 15and (y) 35.0% of Consolidated Net Worth as EBITDA for the four consecutive fiscal quarter period of the end of Company most-recently ended on or prior to the most recent fiscal quarter end date any Indebtedness is incurred in reliance on this clause (q) for which financials financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.1 or are otherwise publicly available prior to such event6.01.

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness, except: (a) Indebtedness of any Debt of a Subsidiary owed to the Company or another Subsidiary and any Guarantee by a Subsidiary of Debt of the Company, other Subsidiary; (b) Debt (and Guarantees by any undrawn commitment therefor) in existence as Subsidiary of Indebtedness of any other Subsidiary; provided that the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions or renewals thereof, Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Debt incurred by Indebtedness owed to any Subsidiary constituting reimbursement Person (including obligations with in respect to bankers’ acceptances and of letters of credit issued for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, including letters so long as such Indebtedness is repaid within five (5) Business Days; (g) any Indebtedness arising as a result of credit short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred Subsidiary not prohibited by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, this Agreement; (ej) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries Indebtedness incurred to finance insurance premiums in the ordinary course acquisition, construction or improvement of businessany fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) Debt representing deferred compensation such Indebtedness is incurred prior to employees or within 180 days after such acquisition or the completion of any Subsidiary incurred in such construction or improvement and (ii) the ordinary course aggregate principal amount of businessIndebtedness permitted by this Section 7.02(j), (j) cash management and similar when combined with the aggregate principal amount of all capital lease obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) Debt capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of the Borrowing Subsidiaries all Indebtedness incurred pursuant to this AgreementSection 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Debt Indebtedness of any Person that becomes a Person Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) refinancingsshall not exceed $50,000,000 at any one time outstanding; (m) Indebtedness arising from letters of credit, extensions guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from agreements of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensionsSubsidiary providing for indemnification, renewals adjustment or replacements of Guarantees in respect purchase or acquisition price, or any put right or other purchase obligation of such Debt as so refinancedSubsidiary, extended in each case, incurred or renewed)assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; and (p) ifIndebtedness of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, immediately after giving effect to normal procedures, agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such eventIndebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the aggregate outstanding principal amount of all date on which such Debt would exceed an amount equal to 15% of Consolidated Net Worth as of the end of the most recent fiscal quarter end for which financials statements have been delivered pursuant to Section 6.1 loan or are otherwise publicly available prior to advance was made or any other such event.Indebtedness was incurred; and

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness, except: (a) Indebtedness of any Debt Subsidiary to the Borrower or any other Subsidiary; (b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (e) Indebtedness of a Subsidiary owed in respect of non-speculative Swap Contracts relating to the Company business or another Subsidiary and any Guarantee operations of such Subsidiary; (f) Indebtedness arising from the honoring by a Subsidiary bank or financial institution of Debt of the Company, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions a check or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued similar instrument drawn against insufficient funds in the ordinary course of business, including letters so long as such Indebtedness is repaid within five (5) Business Days; 55 Cboe Global Markets, Inc. - Credit Agreement (Term Loan Credit Facility) (g) any Indebtedness arising as a result of credit short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred Subsidiary not prohibited by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, this Agreement; (ej) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries Indebtedness incurred to finance insurance premiums in the ordinary course acquisition, construction or improvement of businessany fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) Debt representing deferred compensation such Indebtedness is incurred prior to employees or within 180 days after such acquisition or the completion of any Subsidiary incurred in such construction or improvement and (ii) the ordinary course aggregate principal amount of businessIndebtedness permitted by this Section 7.02(j), (j) cash management and similar when combined with the aggregate principal amount of all capital lease obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) Debt capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of the Borrowing Subsidiaries all Indebtedness incurred pursuant to this AgreementSection 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Debt Indebtedness of any Person that becomes a Person Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) refinancingsshall not exceed $50,000,000 at any one time outstanding; (m) Indebtedness arising from letters of credit, extensions guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Borrower or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time; 56 Cboe Global Markets, Inc. - Credit Agreement (Term Loan Credit Facility) (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from agreements of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensionsSubsidiary providing for indemnification, renewals adjustment or replacements of Guarantees in respect purchase or acquisition price, or any put right or other purchase obligation of such Debt as so refinancedSubsidiary, extended in each case, incurred or renewed)assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; and (p) ifIndebtedness of EuroCCP in support of its settlement and clearing activities where such Indebtedness arises under the rules, immediately after giving effect to normal procedures, agreements or legislation governing EuroCCP, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such eventIndebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the aggregate outstanding principal amount of all date on which such Debt would exceed an amount equal to 15% of Consolidated Net Worth as of the end of the most recent fiscal quarter end for which financials statements have been delivered pursuant to Section 6.1 loan or are otherwise publicly available prior to advance was made or any other such event.Indebtedness was incurred; and

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness of such Subsidiary, except: (a) Indebtedness of any Debt of a Subsidiary owed to the Company or another Subsidiary and any Guarantee by a Subsidiary of Debt of the Company, other Subsidiary; (b) Debt (and Guarantees by any undrawn commitment therefor) in existence as Subsidiary of Indebtedness of any other Subsidiary; provided that the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions or renewals thereof, Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Debt incurred by Indebtedness owed to any Subsidiary constituting reimbursement Person (including obligations with in respect to bankers’ acceptances and of letters of credit issued for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance arrangements; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness arising from (A) the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business (B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of business, including letters or (D) cash pooling and notional pooling arrangements in the ordinary course of credit business; (g) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiarySubsidiary not prohibited by this Agreement; (j) Indebtedness incurred to finance the acquisition, other than guarantees construction or improvement of Debt incurred any fixed or capital assets (including finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by any Person acquiring all or any portion the terms of such business, assets or a subsidiary for the purpose of financing such acquisition, (e) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal Indebtedness thereon and surety bonds reasonable fees and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, expenses associated therewith; provided that such Debt Indebtedness is extinguished incurred prior to or within five Business Days 180 days after such acquisition or the completion of its incurrencesuch construction or improvement; (k) Indebtedness existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, renewal, amendment or extension; (hl) Debt Indebtedness of any Subsidiaries incurred to finance insurance premiums in Person that becomes a Subsidiary after the ordinary course of businessClosing Date or Indebtedness acquired or assumed by any Subsidiary (not including any renewals, refinancings, replacements or extensions thereof); provided that (i) Debt representing deferred compensation to employees of any Subsidiary incurred in the ordinary course of business, (j) cash management and similar obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, (k) Debt of the Borrowing Subsidiaries incurred pursuant to this Agreement, (l) Debt of a Person such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance with Section 7.04 of this Agreement; (m) refinancingsIndebtedness arising from letters of credit, extensions guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; (o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (p) Indebtedness of EuroCCP and Eris Digital Holdings or its Subsidiaries, as applicable, in support of its settlement and clearing activities where such Indebtedness arises under the rules, normal procedures, agreements or legislation governing such Person, is incurred in connection with its settlement and clearing activities or is incurred in connection with an agreement governing such Indebtedness; provided that any loans, advances or other outstanding Indebtedness thereunder are repaid within 35 days following the date on which such loan or advance was made or any other such Indebtedness was incurred; (q) other Indebtedness of the foregoing Debt to Subsidiaries (other than the extent the Designated Borrowers) in an aggregate principal amount thereof is not increased exceeding the greater of (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)x) if, immediately after giving effect to such event, the aggregate $350,000,000 at any one time outstanding principal amount of all such Debt would exceed an amount equal to 15and (y) 35.0% of Consolidated Net Worth as EBITDA for the four consecutive fiscal quarter period of the end of Company most-recently ended on or prior to the most recent fiscal quarter end date any Indebtedness is incurred in reliance on this clause (q) for which financials financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.1 6.01; and (r) Indebtedness of Eris Clearing or are otherwise publicly available prior to such eventEris Digital Holdings, as applicable, under the ErisX Facilities.

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness of such Subsidiary, except: (a) Indebtedness of any Debt Subsidiary to the Borrower or any other Subsidiary; 62 Cboe Global Markets, Inc. – Credit Agreement (b) Guarantees by any Subsidiary of Indebtedness of any other Subsidiary; provided that the Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and Indebtedness representing deferred compensation to employees incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business and Indebtedness arising from deposits and advance payments given or received in the ordinary course of business to, with or from landlords, customers or clients, or in connection with insurance arrangements; (e) Indebtedness of a Subsidiary owed in respect of non-speculative Swap Contracts relating to the Company business or another Subsidiary and any Guarantee operations of such Subsidiary; (f) Indebtedness arising from (A) the honoring by a Subsidiary bank or financial institution of Debt of the Company, (b) Debt (and any undrawn commitment therefor) in existence as of the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions a check or renewals thereof, (c) Debt incurred by any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued similar instrument drawn against insufficient funds in the ordinary course of business, including letters (B) customary cash management or treasury services, (C) any overdraft facilities in the ordinary course of credit business, or (D) cash pooling and notional pooling arrangements in the ordinary course of business; (g) any Indebtedness arising as a result of short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiarySubsidiary not prohibited by this Agreement; (j) Indebtedness incurred to finance the acquisition, other than guarantees construction or improvement of Debt incurred any fixed or capital assets (including finance lease obligations and Synthetic Lease Obligations), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by any Person acquiring all or any portion the terms of such business, assets or a subsidiary for the purpose of financing such acquisition, (e) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal Indebtedness thereon and surety bonds reasonable fees and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, expenses associated therewith; provided that such Debt Indebtedness is extinguished incurred prior to or within five Business Days 180 days after such acquisition or the completion of its incurrencesuch construction or improvement; 63 Cboe Global Markets, (h) Debt of any Subsidiaries incurred to finance insurance premiums in the ordinary course of business, (i) Debt representing deferred compensation to employees of any Subsidiary incurred in the ordinary course of business, (j) cash management and similar obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, Inc. – Credit Agreement (k) Debt Indebtedness existing on the date hereof and set forth on Schedule 7.02 hereto and any refinancings, renewals, amendments or extensions thereof; provided that the principal amount of the Borrowing Subsidiaries incurred pursuant to this Agreement, (l) Debt of a Person such Indebtedness is not increased at the time such Person becomes a Subsidiary that was not incurred in contemplation thereof, and (m) refinancings, extensions or renewals of any of the foregoing Debt to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinancedrefinancing, extended renewal, amendment or renewed)) if, immediately after giving effect to such event, the aggregate outstanding principal amount of all such Debt would exceed extension except by an amount equal to 15% of Consolidated Net Worth as of the end of the most recent fiscal quarter end for which financials statements have been delivered pursuant to Section 6.1 a reasonable premium or are otherwise publicly available prior to other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such event.refinancing, renewal, amendment or extension;

Subsidiary Indebtedness. The Company will not permit its Subsidiaries Permit any Subsidiary to create, issue, incur, assume or otherwise become liable for permit to exist any Debt (excluding Indebtedness, except: (a) Indebtedness of any Debt of a Subsidiary owed to the Company or another Subsidiary and any Guarantee by a Subsidiary of Debt of the Company, other Subsidiary; (b) Debt (and Guarantees by any undrawn commitment therefor) in existence as Subsidiary of Indebtedness of any other Subsidiary; provided that the Third Restatement Date and set forth on Schedule 6.15 and any refinancings, replacements, extensions or renewals thereof, Indebtedness so Guaranteed is otherwise permitted by this Section 7.02; (c) Debt incurred by Indebtedness owed to any Subsidiary constituting reimbursement Person (including obligations with in respect to bankers’ acceptances and of letters of credit issued for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (d) Indebtedness of any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (e) Indebtedness of a Subsidiary in respect of non-speculative Swap Contracts relating to the business or operations of such Subsidiary; (f) Indebtedness arising from the honoring by a bank or financial institution of a check or similar instrument drawn against insufficient funds in the ordinary course of business, including letters so long as such Indebtedness is repaid within five (5) Business Days; (g) any Indebtedness arising as a result of credit short-term sale and repurchase transactions entered into by a Subsidiary on market terms and in respect of workers’ compensation claimsmarketable securities held for investment purposes where the applicable Subsidiary enters into back to back, foreign exchange, swap or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit derivative transaction in the nature ordinary course of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is a lesseebusiness; provided, however, provided that upon the drawing amount of such bankers’ acceptances and letters Indebtedness does not exceed the principal amount of credit or the incurrence securities sold; (h) Indebtedness consisting of such Debt, such obligations are reimbursed within 60 days following such drawing or incurrence or such Debt is otherwise permitted hereunder, the financing of insurance premiums in the ordinary course of business; (di) Debt Indebtedness arising from agreements of a any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a subsidiary, other than guarantees of Debt incurred Subsidiary not prohibited by any Person acquiring all or any portion of such business, assets or a subsidiary for the purpose of financing such acquisition, this Agreement; (ej) hedging obligations (excluding hedging obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Debt permitted under this Section 6.15, exchange rate risk or commodity pricing risk, (f) obligations in respect of customs, stay, performance, bid, appeal and surety bonds and completion guarantees and other obligations of a like nature in the ordinary course of business, (g) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within five Business Days of its incurrence, (h) Debt of any Subsidiaries Indebtedness incurred to finance insurance premiums in the ordinary course acquisition, construction or improvement of businessany fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except for any accrued but unpaid interest and premium or penalty payable by the terms of such Indebtedness thereon and reasonable fees and expenses associated therewith; provided that (i) Debt representing deferred compensation such Indebtedness is incurred prior to employees or within 180 days after such acquisition or the completion of any Subsidiary incurred in such construction or improvement and (ii) the ordinary course aggregate principal amount of businessIndebtedness permitted by this Section 7.02(j), (j) cash management and similar when combined with the aggregate principal amount of all capital lease obligations and Debt in respect of netting services, automated clearing house and employee credit card programs, or similar arrangements in connection with cash management and deposit accounts or securities accounts, Synthetic Lease Obligations incurred pursuant to Section 7.02(k) shall not exceed $25,000,000 at any one time outstanding; (k) Debt capital lease obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of the Borrowing Subsidiaries all Indebtedness incurred pursuant to this AgreementSection 7.02(j), not in excess of $25,000,000 at any one time outstanding; (l) Debt Indebtedness of any Person that becomes a Person Subsidiary after the Closing Date or Indebtedness acquired or assumed by any Subsidiary; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary that was or such asset is acquired and is not incurred created in contemplation thereofof or in connection with such Person becoming a Subsidiary or such asset being acquired and (ii) immediately before and after such Person becomes a Subsidiary or such asset is acquired (or, if such transaction is to be made pursuant to a definitive acquisition agreement, at the time such acquisition agreement is executed and delivered, both before and after giving pro forma effect to the acquisition), no Default or Event of Default shall have occurred and be continuing; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) refinancingsshall not exceed $50,000,000 at any one time outstanding; (m) Indebtedness arising from letters of credit, extensions guarantees, counter-indemnities, short term facilities, repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any other similar agreement or renewals transaction (including Swap Contracts) entered into by the Company or such Subsidiary engaged in Exchange and Clearing Operations in the ordinary course of its clearing, depository and settlement operations, or matters reasonably related or incidental thereto (including any letter of credit or guarantees provided to any central securities depositories or external custodians), or in the management of its liabilities; provided that the amount of such Indebtedness outstanding at any time does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such applicable agreement or transaction at such time; (n) any Indebtedness arising under arrangements in connection with the participation in or through any clearing system or investment, commodities or stock exchange where the Indebtedness arises under the rules, normal procedures, agreements or legislation governing trading on or through such system or exchange; provided that any advances thereunder are repaid within five (5) Business Days following the date of such advance or any drawing under any letter of credit or guarantee; (o) Indebtedness arising from agreements of any Subsidiary providing for indemnification, adjustment or purchase or acquisition price, or any put right or other purchase obligation of such Subsidiary, in each case, incurred or assumed in connection with any acquisition or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement; and (p) other Indebtedness of the foregoing Debt to Subsidiaries (other than the extent the Designated Borrowers) in an aggregate principal amount thereof is not increased exceeding the greater of (including extensions, renewals or replacements of Guarantees in respect of such Debt as so refinanced, extended or renewed)x) if, immediately after giving effect to such event, the aggregate $250,000,000 at any one time outstanding principal amount of all such Debt would exceed an amount equal to 15and (y) 35.0% of Consolidated Net Worth as EBITDA for the four consecutive fiscal quarter period of the end of Company most-recently ended on or prior to the most recent fiscal quarter end date any Indebtedness is incurred in reliance on this clause (q) for which financials financial statements have been or were required to be delivered pursuant to paragraph (a) or (b) of Section 6.1 or are otherwise publicly available prior to such event6.01.