EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO CREDIT AGREEMENT 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 22, 2017, among BGC
PARTNERS, INC., a Delaware corporation (“BGC”), NEWMARK GROUP, INC., a Delaware corporation (“SpinCo”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together
with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (defined herein). 

RECITALS 

WHEREAS, BGC, as borrower, the Guarantors from time to time party thereto, each of the Persons identified as a “Lender” on
the signature pages thereto and each other Person that becomes a lender in accordance with the Credit Agreement (together with their successors and assigns, the “Lenders”) and the Administrative Agent are parties to that certain
Credit Agreement dated as of September 8, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, the Borrower has requested that as of the Amendment Effective Date (as defined below) the Lenders convert all then
outstanding Revolving Loans to a term loan (the “Acquisition Term Loan”) pursuant to and on the terms and conditions set forth herein (the “Acquisition Term Loan Conversion”); 

WHEREAS, BGC shall transfer the ownership of certain of its Subsidiaries that are part of the Newmark Knight Frank business to SpinCo
(the “Separation”); 
 WHEREAS, in connection with the Separation, BGC desires to assign and transfer to SpinCo,
from and after the date on which the conditions described in Section 9 hereof have been satisfied (the “Separation Effective Date”), all of its rights, duties and obligations in, to and under the Acquisition Term Loan and
SpinCo desires to accept such assignment and transfer and to assume all such rights, duties and obligations in accordance with the terms hereof (such assignment and assumption, the “Acquisition Term Loan Assignment”); 

WHEREAS, in connection with the Acquisition Term Loan Assignment, BGC has agreed to Guarantee the Obligations in respect of the
Acquisition Term Loan pursuant to the terms and conditions of the Guaranty; 
 WHEREAS, the Loan Parties have requested that the
Lenders (a) consent to the Acquisition Term Loan Conversion and the Acquisition Term Loan Assignment and (b) amend certain provisions of the Credit Agreement in connection with the Acquisition Term Loan Conversion and the Acquisition Term
Loan Assignment; and 
 WHEREAS, the Lenders are willing to so consent and make such amendments to the Credit Agreement, in each
case, in accordance with and subject to the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows 

1. Term Loan Conversion. On the Amendment Effective Date, provided that no Event of Default has occurred or is continuing, all of
the outstanding Revolving Loans shall be converted to the 







 
Acquisition Term Loan pursuant to the terms of the Credit Agreement, as amended hereby. Revolving Loans held by the Lenders shall be converted ratably in accordance with their respective
Commitments. 
 2. Amendment Effective Date Amendments to the Credit Agreement. Effective as of the Amendment Effective Date,
the Credit Agreement hereby amended as follows: 
 (a) All references throughout the Loan Documents to “Revolving Credit
Agreement” shall be deemed to be “Credit Agreement” and shall mean the Credit Agreement as amended hereby. 

(b) Section 1.01 of the Credit Agreement is hereby amended by: 

(i) adding the following definitions in appropriate alphabetical order therein: 

“Acquisition Term Loan” has the meaning specified in Section 2.03. 

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

“First Amendment” means that certain First Amendment to Credit Agreement dated as of November 22, 2017,
among the Borrower, the Lenders and the Administrative Agent. 
 “First Amendment Effective Date” means the
date on which the First Amendment shall be effective pursuant to its terms. 
 “PTE” means a prohibited
transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 

(ii) amending and restating the following definition in its entirety as follows: 

“Loan” means, without duplication, (a) an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan and (b) all Loans converted to the Acquisition Term Loan pursuant to Section 2.03. 

(c) Section 2.01 of the Credit Agreement is hereby amended by amending and restating the proviso appearing in the
first sentence therein in its entirety as follows: 
 provided, however, that after giving effect to any
Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed an amount equal to (A) the Aggregate Revolving Commitments less (B) the outstanding principal amount of the Acquisition Term Loan and (ii) the
Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. 
 (d)
Section 2.03 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 2.03
Conversion of Outstanding Amounts to Acquisition Term Loan. On the First Amendment Effective Date the then outstanding principal amount of Revolving Loans 







 
shall be converted to a term loan (the “Acquisition Term Loan”), with a maturity on the Maturity Date. Prior to the First Amendment Effective Date, the Borrower shall
provide notice to the Administrative Agent, in accordance with Section 2.02, specifying the interest rate selected and, if a Eurodollar Rate Loan is selected, the duration of the Interest Period therefor for the Acquisition Term Loan;
provided, however, that if Borrower fails to provide such notice, the Acquisition Term Loan shall bear interest at the rate and for the Interest Period, as applicable, as the then outstanding principal amount of the Revolving Loans.
Any future conversions or continuations of the principal amount of the Acquisition Term Loan shall be subject to Section 2.02 and interest shall be payable in accordance with Section 2.08. Principal amounts outstanding under
the Acquisition Term Loan may be prepaid in accordance with Section 2.05 but amounts prepaid may not be reborrowed. If requested by a Lender, the Borrower shall provide a Note to such Lender in accordance with Section 2.11.

 (e) Sections 2.05 and 2.07 of the Credit Agreement are hereby amended by replacing all references appearing
therein to “Revolving Loans” with a reference to “Loans.” 
 (f) Section 2.12(f) is hereby
deleted in its entirety. 
 (g) Section 5.10(d) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows: 
 (d) The Borrower represents and warrants as of the First Amendment Effective Date that the
Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments. 

(g) A new Section 9.11 is added to the Credit Agreement to read as follows: 

9.11 ERISA 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments, 
 (ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE
96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this
Agreement, or 







 (iii) (A) such Lender is an investment fund managed by a “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans,
the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of
sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement, or 
 (iv) such other representation,
warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective
Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: 
 (i)
none of the Administrative Agent or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent
under this Agreement, any Loan Document or any documents related to hereto or thereto), 
 (ii) the Person making the
investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and
is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of
the Obligations), 
 (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance
into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for
exercising independent judgment in evaluating the transactions hereunder, and 







 (v) no fee or other compensation is being paid directly to the Administrative
Agent or the Arrangers or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement. 

(c) The Administrative Agent and the Arrangers hereby informs the Lenders that each such Person is not undertaking to provide
impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an
Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid
for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,
arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

3. Separation Effective Date Amendments to the Credit Agreement. Effective as of the Separation Effective Date, the Credit
Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following
example: double-underlined text) as set forth on Exhibit A attached hereto. 

4. Acquisition Term Loan Assignment. Effective as of the Separation Effective Date, (a) BGC hereby assigns and transfers to
SpinCo all of its rights, obligations, title, benefit, privileges and interest in, to and under the Acquisition Term Loan and (b) SpinCo hereby accepts such assignment and transfer and agrees to be bound by, observe and perform the obligations
of BGC under and relating to the Obligations in connection with the Acquisition Term Loan. BGC hereby confirms that the Credit Agreement, as amended hereby, is, and upon SpinCo becoming a party thereto, shall continue to be, in full force and
effect. The Administrative Agent and the Lenders hereby consent to the Acquisition Term Loan Assignment, accept SpinCo as the Borrower of the Acquisition Term Loan under the Loan Documents and release BGC from all obligations as the Borrower of the
Acquisition Term Loan under the Loan Documents. The parties hereto confirm and agree that immediately upon the consummation of the Acquisition Term Loan Assignment, the term “Obligations” as used in the Credit Agreement, shall include all
obligations of SpinCo in connection with the Acquisition Term Loan under the Credit Agreement and under each other Loan Document. 
 5.
Acquisition Term Loan Assumption. The parties hereto hereby confirm that, effective as of the Separation Effective Date, (a) SpinCo shall have obligations, duties and liabilities toward each of the other parties to the Credit
Agreement and the other Loan Documents identical to which SpinCo would have had if SpinCo had been an original party to the Loan Documents and (b) BGC shall cease to have any obligations, duties or liabilities as the Borrower solely with
respect to the Acquisition Term Loan under the Loan Documents (but, for avoidance of doubt, BGC will have obligations, duties and liabilities with respect to the Acquisition Term Loan in its capacity as a Guarantor as set forth in Section 6
below). Effective as of the Separation Effective Date, SpinCo hereby ratifies, and agrees to be bound by, all applicable representations and warranties, covenants, and other terms, conditions and provisions of the Credit Agreement and the other
applicable Loan Documents. The parties hereto hereby acknowledge and agree that, as of the Separation Effective Date, SpinCo shall be the sole Borrower of the Acquisition Term 







 
Loan for all purposes under the Credit Agreement, as further set forth therein. SpinCo hereby acknowledges, agrees and confirms that it has received a copy of the Credit Agreement and the
schedules and exhibits thereto and each Loan Document and the schedules and exhibits thereto. 
 6. Guarantee. After giving
effect to the Acquisition Term Loan Assignment, BGC hereby acknowledges, agrees and confirms that, by its execution of this Amendment, BGC shall become a “Guarantor” of the Obligations of SpinCo in connection with the Acquisition Term Loan
under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder. BGC hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and
provisions of the Credit Agreement and the other applicable Loan Documents in its capacity as the Borrower with respect to the Revolving Loans and in its capacity as a Guarantor with respect to the Acquisition Term Loan. Without limiting the
generality of the foregoing, BGC hereby Guarantees, jointly and severally together with any other Guarantors, the prompt payment of the Obligations with respect to the Acquisition Term Loan in accordance with Article X of the Credit Agreement,
subject to the terms and conditions set forth therein. 
 7. Representations and Warranties. Each of the Loan Parties,
including as of the Separation Effective Date SpinCo, hereby represents and warrants to the Administrative Agent and the Lenders that: 

(a) It has taken all necessary corporate or other organization action to authorize the execution, delivery and performance of this Amendment.

 (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding
obligation, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. 
 (c) No approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan
Document other than those that have already been obtained and are in full force and effect. 
 (d) After giving effect to this Amendment,
the representations and warranties of BGC and each Guarantor contained in Article V of the Credit Agreement are true and correct in all material respects (other than those representations and warranties qualified by materiality or
Material Adverse Effect, which case they shall be true and correct in all respects) on and as of the Separation Effective Date, except to the extent that such representation an warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date. 

(e) After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. 

(f) Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are not subject to
any offsets, defenses or counterclaims. 
 8. Amendment Effective Date Conditions. This Amendment shall become effective upon
satisfaction or waiver of the following conditions (such date, the “Amendment Effective Date”): 







 (a) After giving effect to this Amendment, no Event of Default shall exist. 

(b) Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Loan Parties, the Lenders and the
Administrative Agent. 
 For purposes of determining compliance with the conditions specified in this Amendment, each Lender that has signed
this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto. 

9. Separation Effective Date Conditions. Receipt by the Administrative Agent of the following, in each case, in form and
substance reasonably satisfactory to the Administrative Agent, shall be conditions precedent to the effectiveness of the amendments to the Credit Agreement described in Sections 3, 4, 5 and 6 of this Amendment: 

(a) Written notice from the Borrower of the occurrence of the Separation together with any documentation related thereto reasonably requested
by the Administrative Agent. 
 (b) Copies of the Organization Documents of SpinCo certified to be true and complete as of a recent date by
the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of SpinCo to be true and correct as of the Separation Effective
Date. 
 (c) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of
SpinCo as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Credit Agreement and the other Loan Documents to
which SpinCo shall be a party and evidencing the authority and capacity of SpinCo to become the Borrower of the Acquisition Term Loan in accordance with the terms of this Amendment and the Credit Agreement. 

(d) Such documents and certifications as the Administrative Agent may reasonably require to evidence that SpinCo is duly organized or formed,
and is validly existing, in good standing and qualified to engage in business in its state of organization or formation. 
 (e) Such
certificates of resolutions or other action as the Administrative Agent may require evidencing the authority and capacity of BGC to become a Guarantor in accordance with the terms of this Amendment and the Credit Agreement. 

(f) Favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, to be dated as of the
Separation Effective Date. 
 10. Miscellaneous. 

(a) Amended Terms. On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents
shall hereafter mean the Credit Agreement as amended by Section 2 of this Amendment. On and after the Separation Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by
all terms of this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 







 (b) Loan Document; Entirety; Further Assurances. This Amendment shall constitute a Loan
Document under the terms of the Credit Agreement. This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the
subject matter hereof. The Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 

(c) Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g.,
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. 
 (d) GOVERNING
LAW; Jurisdiction; Waiver of Jury Trial; Etc. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The jurisdiction, service of process, waiver of venue and waiver of jury
trial provisions of Sections 11.14 and 11.5 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 
 (e) Costs
and Expenses. The Loan Parties shall pay all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment. 
 [NO FURTHER TEXT ON
THIS PAGE] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first above written. 
  

			
	NEWMARK GROUP, INC.,
	a Delaware corporation,
		
	By:	 	 /s/ James Ficarro

	Name: James Ficarro
	Title: Chief Operating Officer
	
	 BGC PARTNERS, INC.,
 a
Delaware corporation,

		
	By:	 	 /s/ Steven R. McMurray

	Name: Steven R. McMurray
	Title: Chief Financial Officer


  
  

FIRST AMENDMENT TO CREDIT AGREEMENT 








							
	 ADMINISTRATIVE
 AGENT:
	 		 	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

				
		 		 	By:	 	 /s/ Paley Chen

		 		 	Name: Paley Chen
		 		 	Title: Vice President

  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 








							
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
				
		 		 	By:	 	 /s/ Sherman M. Wong

		 		 	Name: Sherman M. Wong
		 		 	Title: Director

  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Sean C. Horridge

	Name: Sean C. Horridge
	Title: Vice President


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	CITIBANK, N.A.
		
	By:	 	 /s/ Ciaran Small

	Name: Ciaran Small
	Title: Vice President


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	GOLDMAN SACHS BANK USA,
	as a Lender
		
	By:	 	 /s/ Ryan Durkin            

	Name: Ryan Durkin
	Title: Authorized Signatory


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Alaa Shraim

	Name: Alaa Shraim
	Title: Vice President


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	MIZUHO BANK, LTD.
		
	By:	 	 /s/ David Lim

	Name: David Lim
	Title: Authorized Signatory


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH
		
	By:	 	 /s/ Jeffrey Roth

	Name: Jeffrey Roth
	Title: Director
		
	By:	 	 /s/ Shulin Peng

	Name: Shulin Peng
	Title: Managing Director


  
  
  

FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	ASSOCIATED BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Daniel Raynor

	Name: Daniel Raynor
	Title: Vice President


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	BANKUNITED, N.A.
		
	By:	 	 /s/ Paul Ferrara

	Name: Paul Ferrara
	Title: Vice President


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	STIFEL BANK & TRUST
		
	By:	 	 /s/ Jeff Rombach

	Name: Jeff Rombach
	Title: Senior Vice President


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 
			
	REGIONS BANK
		
	By:	 	 /s/ Chris Cary

	Name: Chris Cary
	Title: Director


  
  
  

 
 FIRST AMENDMENT TO CREDIT AGREEMENT 







 EXHIBIT A 

Separation Effective Date Amendments to Credit Agreement 

(Attached) 
  

 
  
  

FIRST AMENDMENT TO CREDIT AGREEMENT 







 CONFORMED THROUGH
AMENDMENTSEPARATION EFFECTIVE DATE 
 CREDIT AGREEMENT 

Dated as of September 8, 2017 among 

BGC PARTNERS, INC. 

and 

NEWMARK GROUP, INC. 

each as
thea Borrower, 
 CERTAIN SUBSIDIARIES OF THE
BORROWERBGC PARTNERS, INC. 

and 

BGC PARTNERS, INC., 

as Guarantors, 
 BANK OF AMERICA,
N.A., 
 as Administrative Agent, 

GOLDMAN SACHS BANK USA, 
 CITIBANK,
N.A. 
 CAPITAL ONE, NATIONAL ASSOCIATION 

MIZUHO BANK, LTD. 
 and 

PNC BANK, NATIONAL ASSOCIATION, 

as Co-Syndication Agents, 

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH, 

as Documentation Agent 
 and 







 THE OTHER LENDERS PARTY HERETO 

Arranged By: 
 MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, 
 GOLDMAN SACHS BANK USA 

CITIGROUP GLOBAL CAPITAL MARKETS INC. 

CAPITAL ONE, NATIONAL ASSOCIATION 

and 
 PNC CAPITAL MARKETS LLC, 

as Joint Lead Arrangers and Joint Bookrunners 







 TABLE OF CONTENTS 
  

							
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
			
	 1.1
	  	Defined Terms	  	 	1	 
	 1.2
	  	Other Interpretive Provisions	  	 	23	 
	 1.3
	  	Accounting Terms	  	 	2324	 
	 1.4
	  	Rounding	  	 	2425	 
	 1.5
	  	Times of Day; Rates	  	 	2425	 
	ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	  	 	2425	 
			
	 2.1
	  	Revolving Loans	  	 	2425	 
	 2.2
	  	Borrowings, Conversions and Continuations of Loans	  	 	2627	 
	 2.3
	  	Conversion of Outstanding Amounts to Acquisition Term Loan	  	 	2728	 
	 2.4
	  	[Reserved]	  	 	2728	 
	 2.5
	  	Prepayments	  	 	2728	 
	 2.6
	  	Termination or Reduction of Aggregate Revolving Commitments	  	 	2829	 
	 2.7
	  	Repayment of Loans	  	 	2830	 
	 2.8
	  	Interest	  	 	2830	 
	 2.09
	  	Fees	  	 	2931	 
	 2.10
	  	Computation of Interest and Fees	  	 	2931	 
	 2.11
	  	Evidence of Debt	  	 	3031	 
	 2.12
	  	Payments Generally; Administrative Agent’s Clawback;etc	  	 	3032	 
	 2.13
	  	Sharing of Payments by Lenders	  	 	3233	 
	 2.14
	  	[Reserved]Obligations	  	 	3234	 
	 2.15
	  	Defaulting Lenders	  	 	3234	 
	ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	3335	 
			
	 3.1
	  	Taxes	  	 	3335	 
	 3.2
	  	Illegality	  	 	3839	 
	 3.3
	  	Inability to Determine Rates	  	 	3840	 
	 3.4
	  	Increased Costs; Reserves on Eurodollar Rate Loans	  	 	3941	 
	 3.5
	  	Compensation for Losses	  	 	4042	 
	 3.6
	  	Mitigation Obligations; Replacement of Lenders	  	 	4143	 
	 3.7
	  	Survival	  	 	4143	 
	ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	4243	 
			
	 4.1
	  	Conditions of Initial Credit Extension	  	 	4243	 
	 4.2
	  	Conditions to all Credit Extensions	  	 	4345	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES	  	 	4446	 
			
	 5.1
	  	Existence, Qualification and Power	  	 	4446	 
	 5.2
	  	Authorization; No Contravention	  	 	4546	 
	 5.3
	  	Governmental Authorization; Other Consents	  	 	4546	 
	 5.4
	  	Binding Effect	  	 	4547	 
	 5.5
	  	Financial Statements; No Material Adverse Effect	  	 	4547	 
	 5.6
	  	Litigation	  	 	4647	 









							
	 5.7
	  	No Default	  	 	4647	 
	 5.8
	  	Ownership of Property	  	 	4648	 
	 5.9
	  	Taxes	  	 	4648	 
	 5.10
	  	ERISA Compliance	  	 	4648	 
	 5.11
	  	Subsidiaries	  	 	4749	 
	 5.12
	  	Margin Regulations; Investment Company Act	  	 	4749	 









							
	 5.13
	  	Disclosure	  	 	4850	 
	 5.14
	  	Compliance with Laws	  	 	4850	 
	 5.15
	  	Intellectual Property; Licenses, Etc.	  	 	4850	 
	 5.16
	  	Solvency	  	 	4951	 
	 5.17
	  	OFAC	  	 	4951	 
	 5.18
	  	Anti-Corruption Laws	  	 	4951	 
	 5.19
	  	EEA Financial Institution	  	 	4951	 
	ARTICLE VI AFFIRMATIVE COVENANTS	  	 	4951	 
			
	 6.1
	  	Financial Statements	  	 	4951	 
	 6.2
	  	Certificates; Other Information	  	 	5052	 
	 6.3
	  	Notices	  	 	5254	 
	 6.4
	  	Payment of Taxes	  	 	5254	 
	 6.5
	  	Preservation of Existence, Etc.	  	 	5254	 
	 6.6
	  	Maintenance of Properties	  	 	5355	 
	 6.7
	  	Maintenance of Insurance	  	 	5355	 
	 6.8
	  	Compliance with Laws	  	 	5355	 
	 6.9
	  	Books and Records	  	 	5355	 
	 6.10
	  	Inspection Rights	  	 	5355	 
	 6.11
	  	Use of Proceeds	  	 	5456	 
	 6.12
	  	Guarantors	  	 	5456	 
	 6.13
	  	Anti-Corruption Laws	  	 	5456	 
	 6.14
	  	Mirror Debt	  	 	56	 
	ARTICLE VII NEGATIVE COVENANTS	  	 	5456	 
			
	 7.1
	  	Liens	  	 	5456	 
	 7.2
	  	Investments	  	 	5658	 
	 7.3
	  	Subsidiary Indebtedness	  	 	5759	 
	 7.4
	  	Fundamental Changes	  	 	5860	 
	 7.5
	  	Dispositions	  	 	5961	 
	 7.6
	  	Restricted Payments	  	 	5961	 
	 7.7
	  	Change in Nature of Business	  	 	6062	 
	 7.8
	  	Transactions with Affiliates	  	 	6062	 
	 7.9
	  	Burdensome Agreements	  	 	6062	 
	 7.10
	  	Use of Proceeds	  	 	6163	 
	 7.11
	  	Financial Covenants	  	 	6163	 
	 7.12
	  	Fiscal Year	  	 	6164	 
	 7.13
	  	Sanctions	  	 	6164	 
	 7.14
	  	Anti-Corruption Laws	  	 	6264	 
	ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	  	 	6264	 
			
	 8.1
	  	Events of Default	  	 	6264	 
	 8.2
	  	Remedies Upon Event of Default	  	 	6466	 
	 8.3
	  	Application of Funds	  	 	6467	 
	ARTICLE IX ADMINISTRATIVE AGENT	  	 	6567	 
	 9.1
	  	Appointment and Authority	  	 	6567	 
	 9.2
	  	Rights as a Lender	  	 	6567	 
	 9.3
	  	Exculpatory Provisions	  	 	6668	 
	 9.4
	  	Reliance by Administrative Agent	  	 	6669	 
	 9.5
	  	Delegation of Duties	  	 	6769	 









							
	 9.6
	  	Resignation of Administrative Agent	  	 	6769	 
	 9.7
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	6870	 









							
	 9.8
	  	No Other Duties; Etc.	  	 	6870	 
	 9.9
	  	Administrative Agent May File Proofs of Claim	  	 	6871	 
	 9.10
	  	Guaranty Matters	  	 	6971	 
	 9.11
	  	ERISA	  	 	6971	 
	ARTICLE X GUARANTY	  	 	7173	 
			
	 10.1
	  	The Guaranty	  	 	7173	 
	 10.2
	  	Obligations Unconditional	  	 	7174	 
	 10.3
	  	Reinstatement	  	 	7274	 
	 10.4
	  	Certain Additional Waivers	  	 	7275	 
	 10.5
	  	Remedies	  	 	7375	 
	 10.6
	  	Rights of Contribution	  	 	7375	 
	 10.7
	  	Guarantee of Payment; Continuing Guarantee	  	 	7476	 
	 10.8
	  	Appointment of Borrower	  	 	7476	 
	ARTICLE XI MISCELLANEOUS	  	 	7476	 
			
	 11.1
	  	Amendments, Etc.	  	 	7476	 
	 11.2
	  	Notices; Effectiveness; Electronic Communications	  	 	7678	 
	 11.3
	  	No Waiver; Cumulative Remedies; Enforcement	  	 	7780	 
	 11.4
	  	Expenses; Indemnity; Damage Waiver	  	 	7880	 
	 11.5
	  	Payments Set Aside	  	 	8082	 
	 11.6
	  	Successors and Assigns	  	 	8082	 
	 11.7
	  	Treatment of Certain Information; Confidentiality	  	 	8486	 
	 11.8
	  	Rights of Setoff	  	 	8587	 
	 11.9
	  	Interest Rate Limitation	  	 	8587	 
	 11.10
	  	Counterparts; Integration; Effectiveness	  	 	8588	 
	 11.11
	  	Survival of Representations and Warranties	  	 	8688	 
	 11.12
	  	Severability	  	 	8688	 
	 11.13
	  	Replacement of Lenders	  	 	8688	 
	 11.14
	  	Governing Law; Jurisdiction; Etc.	  	 	8789	 
	 11.15
	  	Waiver of Jury Trial	  	 	8890	 
	 11.16
	  	No Advisory or Fiduciary Responsibility	  	 	8890	 
	 11.17
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	8991	 
	 11.18
	  	USA PATRIOT Act Notice	  	 	8991	 
	 11.19
	  	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	  	 	8992	 








 SCHEDULES 
  

			
		
	1.01	  	Disqualified Institutions
		
	2.01	  	Commitments and Applicable Percentages
		
	5.06	  	Litigation
		
	5.09	  	Tax Sharing Agreements
		
	5.11	  	Subsidiaries
		
	7.1	  	Liens Existing on the Closing Date
		
	7.2	  	Investments Existing on the Closing Date
		
	7.3	  	Indebtedness Existing on the Closing Date
		
	7.08	  	Affiliate Transactions Existing on the Closing Date
		
	11.02	  	Certain Addresses for Notices

 EXHIBITS 
  

			
		
	2.02	 	Form of Loan Notice
		
	2.05	 	Form of Notice of Loan Prepayment
		
	2.11	 	Form of Note
		
	3.01	 	Forms of U.S. Tax Compliance Certificates
		
	6.02	 	Form of Compliance Certificate
		
	6.12	 	Form of Joinder Agreement
		
	11.06(b)	 	Form of Assignment and Assumption
		
	11.06(b)(iv)	 	Form of Administrative Questionnaire








 CREDIT AGREEMENT 

This CREDIT AGREEMENT is entered into as of September 8, 2017 among BGC PARTNERS, INC., a Delaware corporation (the
“Borrower”), NEWMARK GROUP, INC., a Delaware corporation, the Guarantors from time to time party hereto, the Lenders (defined herein) and BANK OF AMERICA, N.A., as
Administrative Agent. 
 The Borrower has requested that the Lenders provide credit facilities for the purposes set forth herein, and the
Lenders are willing to do so on the terms and conditions set forth herein. 
 In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

1.01 Defined Terms. 

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

“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related
transactions, of either (a) all or substantially all of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger
or consolidation with such other Person. 
 “Acquisition Term Loan” has the meaning specified in Section 2.03.

 “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or
any successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s address
and, as appropriate, account as set forth on Schedule 11.02 or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 







 “Administrative Questionnaire” means an Administrative Questionnaire in
substantially the form of Exhibit 11.06(b)(iv) or any other form approved by the Administrative Agent. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate Revolving
Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate Revolving Commitments in effect on the Closing Date
                    is 
 $400,000,000. 

“Agreement” means this Credit Agreement. 

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving Loans has been terminated pursuant to Section 8.02 or if
the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable 







 
Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.1 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided in
Section 2.15. 
 “Applicable Rate” means the following percentages per annum, based on the applicable rate per
annum set forth in the below table (and subject to the paragraphs below): 
  

															
	 Pricing Level
	  	 Debt Rating
	  	Commitment
Fee	 	  	Applicable
Margin for
Eurodollar
Rate Loans	 	  	Applicable
Margin for
Base Rate
Loans	 
	 I
	  	3 BBB+/BBB+	  	 	20.0 bps	 	  	 	150.0 bps	 	  	 	50.0 bps	 
	 II
	  	BBB/BBB	  	 	25.0 bps	 	  	 	187.5 bps	 	  	 	87.5 bps	 
	 III
	  	BBB-/BBB-	  	 	30.0 bps	 	  	 	225.0 bps	 	  	 	125.0 bps	 
	 IV
	  	BB+/BB+	  	 	40.0 bps	 	  	 	275.0 bps	 	  	 	175.0 bps	 
	 V
	  	< BB/BB	  	 	50.0 bps	 	  	 	325.0 bps	 	  	 	225.0 bps	 

 Each change in the Applicable Rate resulting from a change in the Debt Rating of the
BorrowerBGC shall be effective for the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such
change. Notwithstanding the above, (i) if at any time there is a split in the Debt Ratings between S&P and Fitch, and the Debt Ratings differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the
Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level V being the lowest); (ii) if there is a split in Debt Ratings between S&P and Fitch of more than one level, then the Pricing Level that is one level
lower than the Pricing Level of the higher Debt Rating shall apply; (iii) if the BorrowerBGC has only one Debt Rating, such Debt Rating shall apply; and (iv) if
the BorrowerBGC does not have any Debt Rating, Pricing Level V shall apply. 

Notwithstanding the above, (x) if there are any amounts outstanding under the Term Loan Facility as of December 31, 2017, the
pricing shall increase by 50 bps at each pricing level until the Term Loan Facility is paid in full and (y) if there are any amounts outstanding under the Term Loan Facility as of June 30, 2018, the pricing shall increase by an additional
75 bps at each pricing level (125 bps in the aggregate) until the Term Loan Facility is paid in full. From and after the repayment in full of the Term Loan Facility, the pricing shall return to the levels described in the table above, as applicable.

 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 







 “Arrangers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated
(or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related
businesses may be transferred following the date of this Agreement), Goldman Sachs Bank USA, Citigroup Global Capital Markets Inc. and PNC Capital Markets LLC in their capacity as joint lead arrangers and bookrunners. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other form 







 
(including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 

“Attributable Indebtedness” means, with respect to any Person on any date, (a) in respect of any capital lease, the
capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction, the outstanding principal
amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction, the present
value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the
BorrowerBGC and its Subsidiaries for the fiscal years ended 2014, 2015 and 2016, and the related consolidated statements of income or operations, shareholder’s equity and cash
flows of the BorrowerBGC and its Subsidiaries for such fiscal year, including the notes thereto. 

“Availability Period” means, with respect to the Revolving Commitments, the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Bank of America” means Bank of America, N.A. and its successors. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus
0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.0%; and if Base








 
Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank
of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime
rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

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

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







 
include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or
“plan”. 
 “Berkeley Point” means Berkeley Point Financial LLC and its Subsidiaries.  

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

“BGC” means BGC Partners, Inc., a Delaware corporation, and its permitted
successors and assigns. 
 “Borrower” means (a) with respect to
any Revolving Loan, BGC and (b) with respect to the Acquisition Term Loan, SpinCo, as the context may require. For the avoidance of doubt, (i) “Borrower” shall mean each Borrower or the applicable Borrower as the context may
require or BGC if no context is specifically required and (ii) once the Acquisition Term Loan has been paid in full, SpinCo will no longer be a Borrower. 

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

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 
 “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any
Eurodollar Rate Loan, means any such day that is also a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. 

“Capital Requirements” means the minimum capital requirements applicable to a Regulated Subsidiary pursuant to applicable
law, rule or regulation, including any such requirements imposed by any self-regulatory organization. 
 “Cash AD Loan”
means a loan made by the BorrowerBGC or one of its Subsidiaries to an employee of the BorrowerBGC
or one of its Subsidiaries which is to be repaid with the distributions in respect of limited partnership units allocated to such employee, and which is generally expected to be forgiven if such employee remains employed by the
BorrowerBGC or one of its Subsidiaries at the conclusion of a specific period of time. 







 “Cash Equivalents” means any of the following types of Investments, to the
extent owned by the BorrowerBGC or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens): 

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; 

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States,
any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of 







 
which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of
not more than one year from the date of acquisition thereof; 
 (c) commercial paper issued by any Person organized under the
laws of any state of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one
year from the date of acquisition thereof; and 
 (d) Investments, classified in accordance with GAAP as current assets of
the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or
S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition. 

“CFTC” means the Commodities Futures Trading Commission or any other regulatory body that succeeds to the functions of the
Commodities Futures Trading Commission. 
 “Change in Law” means the occurrence, after the Closing Date (or, with respect
to any Lender that is not a Lender on the Closing Date, such later date on which such Lender becomes a party to this Agreement), of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the
administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental
Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith
and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Change of Control” means an event or series of events by which the Permitted Holders fail to own, directly or indirectly, a
sufficient amount of the Voting Stock of the BorrowerBGC in order to elect a majority of the members of the Board of Directors of the
BorrowerBGC. 
 “Closing Date” means the date of this
Agreement. 







 “Commitment” means, as to each Lender, the Revolving Commitment of such Lender.

 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 

“Compliance Certificate” means a certificate substantially in the form of Exhibit 6.02. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Consolidated EBITDA” means, for any period, for the
BorrowerBGC and its Subsidiaries on a consolidated basis, an amount equal to (i) Consolidated Net Income (excluding
extraordinary and other non-recurring gains and losses and charges) for such period plus (xii) the following to the extent deducted in calculating such Consolidated
Net Income: (a) Consolidated Interest Charges with respect to 







 the BorrowerBGC and its Subsidiaries
for such period, (b) the provision for federal, state, local and foreign income taxes payable by BorrowerBGC and its Subsidiaries for such period, (c) the amount
of depreciation and amortization expense (including any amortization related to mortgage servicing rights, any amortization related to bonuses, any amortization related to any forgivable loan made in lieu of or for the same purpose as a bonus and
any amortization related to restricted stock awards or similar awards) for such period, (d) reserves taken on Cash AD Loans, (e) charges relating to grants of exchangeability to limited partnership interests, redemption or repurchase of
units or shares or the issuance of restricted shares, (f) distributions on grant units or other partnership units and allocations of net income limited to partnership units, and (g) impairment charges minus
(yiii) non-cash gains attributable to originated mortgage servicing rights in accordance with GAAP; provided that for purposes of calculating the financial
covenants, no EBITDA (either historically or prospectively) shall be counted from any Subsidiary to the extent it is contractually prohibited from making distributions to the
BorrowerBGC at such time. 
 “Consolidated Funded
Indebtedness” means, as of any date of determination, all Funded Indebtedness of the BorrowerBGC and its
Subsidiaries, on a consolidated basis, without duplication. 

“Consolidated Interest Charges” means, for any period, for any Person, the sum of the following items to the extent paid in
cash during such period (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest, but excluding any interest or other charges or expenses
attributable to repurchase agreements, warehouse agreements and other securities lending or borrowing transactions) or in connection with the deferred purchase price of assets, in each case
to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP plus (c) the implied
interest component of Synthetic Lease Obligations with respect to such period. 
 “Consolidated Interest Coverage Ratio”
means, as of any fiscal quarter-end for which it is to be determined, the ratio of (a) Consolidated EBITDA for the period of the four fiscal quarters ending on such date to (b) Consolidated Interest Charges with respect to the
BorrowerBGC and its Subsidiaries for the period of the four fiscal quarters ending on such date, in each case calculated on a Pro Forma Basis in accordance with
Section 1.03(c). 
 “Consolidated Leverage Ratio” means, as of any fiscal quarter-end for which it is to be
determined, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date, in each case calculated on a Pro Forma Basis in accordance with
Section 1.03(c). 
 “Consolidated Net Income” means, for any period, for the
BorrowerBGC and its Subsidiaries on a consolidated basis, net income (or loss) for such period; provided that Consolidated Net Income shall exclude any income (or loss) for
such period of any Person if such Person is not a Subsidiary, except that the Borrower’sBGC’s equity in the net income of any such Person for such period shall be
included in 







 
Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the
BorrowerBGC or a Subsidiary as a dividend or other distribution. 

“Consolidated Net Worth” means, at any date for which it is to be determined, the sum, without duplication, of the following
items which would be shown on a consolidated balance sheet of the BorrowerBGC and its Subsidiaries prepared in accordance with GAAP as of such date: stockholders’
equity (including capital stock, additional paid-in capital, contingent stock, retained earnings and 







 
accumulated other comprehensive income) plus the aggregate amount of all redeemable partnership interests plus the aggregate amount of all non-controlling interests in Subsidiaries. 

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Extension” means any Borrowing. 

“Debt Issuance” means the issuance by SpinCo or any Subsidiary of SpinCo of
any Indebtedness (other than Indebtedness permitted by Sections 7.03(a), (b) (c)(i), (d), (e), (f), (g), (h), (i) and (k)). 

“Debt Rating” means, as of any date of determination, the rating as
determined by either S&P or Fitch of a Person’s non-credit-enhanced, senior unsecured long-term debt. The Debt Rating in effect at any date is the Debt Rating that is in effect at the close of business on such date. 

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

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Fitch of a Person’s
non-credit-enhanced, senior unsecured long-term debt. The Debt Rating in effect at any date is the Debt Rating that is in effect at the close of business on such date. 

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. 
 “Default Rate” means (a) with respect to any Obligation for
which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the
Base Rate 







 
plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by applicable Law. 

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or
any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply
with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by the 







 Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it
will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the
Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a
capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as
such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender or (iii) become the subject of a Bail-In Action. Any determination by the Administrative Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through 
 (d) above, and of the effective date of such status, shall be conclusive and binding absent
manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each
other Lender promptly following such determination. 
 “Designated Jurisdiction” means any country or territory to the
extent that such country or territory itself is the subject of any Sanction, including, without limitation, each of Belarus, Myanmar (Burma), Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria and Zimbabwe. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by
any Loan Party or any Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Disqualified Institution” means (a) any competitors of the
BorrowerBGC and its Subsidiaries identified on Schedule 1.01 as of the Closing Date and (b) any other Person who is a competitor of the
BorrowerBGC and its Subsidiaries which has been designated by the Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders
(including by posting such notice to the Platform) not less than 5 Business Days prior to the effectiveness thereof; provided that, (i) it is understood and agreed that Schedule 1.01 shall be updated upon the effectiveness of a new
Disqualified Institution, (ii) the Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to post Schedule 1.01, and any updates thereto from time to time, on the Platform and to
provide Schedule 1.01 to each Lender requesting the same and (iii) “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written
notice delivered to the Administrative Agent and the Lenders. For the avoidance of doubt, with respect to any Person who becomes a Disqualified Institution after the date on which it entered into a binding agreement to purchase all or a portion of
the rights and obligations of 







 
an assigning Lender, such Person shall not retroactively be disqualified from being or becoming a Lender. 

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

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District
of Columbia. 







 “EBITDA” means, with respect to any Person, that portion of Consolidated EBITDA
attributable to such Person. 
 “EEA Financial Institution” means (a) any credit institution or investment firm
established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and
(v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). 
 “Eligible Line of
Business” means (a) any business in which the BorrowerBGC or any of its Subsidiaries are engaged or have an Investment in as of the Closing Date,
(b) financial services including but not limited to broker-dealer and capital market transactions involving financial products (and transactions and services related thereto), investment banking, and structured products and brokerage
(including, but not limited to, prime brokerage), asset management (including, but not limited to, wealth management and fund management), market data, technology, trade execution, clearing (including correspondent clearing), processing,
information, securitization, servicing, legal services or marketplace services in any industry, including but not limited to securities, financial products, real estate, commodities, shipping, insurance, intellectual property, spectrum and
entertainment, (c) real estate services including brokerage, investment sales, consulting, project and development management, and property and facilities management, (d) acting as an energy reseller, (e) financing transactions and
products loan origination or brokering and (f) any line of business complementary to the businesses in clause (a), (b), (c), (d) or (e). 

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the 







 
environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing. 
 “Equity Interests” means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the 







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

“Equity Issuance” means any issuance by a Loan Party or any Subsidiary to any
Person of its Equity Interests, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or
the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests, (d) any issuance by the Borrower of its Equity Interests as consideration
for a Permitted Acquisition, (e) any issuance of Equity Interests by a Subsidiary to a Loan Party or any Subsidiary, and (f) any issuance by a joint venture among a Loan Party (or a Subsidiary) and any third party or third parties of their
Equity Interests. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the
BorrowerBGC within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of
provisions relating to Section 412 of the Internal Revenue Code), and with respect to which liability to the BorrowerBGC is reasonably expected to attach. 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the
BorrowerBGC or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; 

(c) a complete or partial withdrawal by the BorrowerBGC or any
ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or
4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or, to the knowledge of the BorrowerBGC, that a Multiemployer
Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA, as applicable (h) the imposition of any liability under Title IV of ERISA, other than
for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the BorrowerBGC or any ERISA Affiliate or (i) a failure by the
BorrowerBGC or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by
the BorrowerBGC or any ERISA Affiliate to make any required contribution to a Multiemployer Plan. 







 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor person), as in effect from time to time. 
 “Eurodollar Rate”
means: 
 (a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London
Interbank Offered Rate (“LIBOR”) or (if not available) a comparable 







 
or successor rate, which rate is approved by the Administrative Agent, as published by Bloomberg (or, if not available, such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and 
 (b) for any
interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month
commencing that day; 
 provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent in
connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved
rate shall be applied as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of
“Eurodollar Rate.” 
 “Event of Default” has the meaning specified in Section 8.01. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws
of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such
interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to
Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 







 “Facility Termination Date” means the date as of which all of the following
shall have occurred: 
 (a) all Commitments have terminated and (b) all Obligations arising under the Loan Documents have been paid in full (other than
contingent indemnification obligations). 
 “FASB ASC” means the Accounting Standards Codification of the Financial
Accounting Standards Board. 
 “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing
Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any 








 
agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any applicable intergovernmental agreements implementing the foregoing. 

“FCM” has the meaning set forthspecified in the
definition of “Regulated Subsidiary.” 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent, and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. 

“Fee Letter” means that certain fee letter between the
BorrowerBGC and Bank of America entered into as of August 11, 2017. 

“FINRA” means the Financial Industry Regulatory Authority, Inc., or any other self-regulatory body which succeeds to the
functions of the Financial Industry Regulatory Authority, Inc. 
 “First Amendment” means that certain First Amendment to
Credit Agreement dated as of November 22, 2017, among the Borrower, Newmark Group, Inc.BGC, SpinCo, the Lenders and the Administrative Agent. 

“First Amendment Effective Date” means the date on which the First Amendment shall be effective pursuant to its terms. 

“Fitch” means Fitch, Inc., and any successor thereto. 

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







 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

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

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funded
Indebtedness” means, without duplication, (a) all obligations of such Person for all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities),
(b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (c) all indebtedness secured by any lien upon property of such Person, whether or
not such Person has assumed or become liable for the payment of such indebtedness, (d) all Attributable Indebtedness of such Person, 







 
(e) all obligations of such Person on or with respect to letters of credit and bankers’ acceptances, (f) all obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (g) all indebtedness for borrowed money of any other Person which is directly or indirectly guaranteed by the BorrowerBGC or any of its Subsidiaries or
which the BorrowerBGC or any of its Subsidiaries has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which the
BorrowerBGC or any of its Subsidiaries has otherwise assured a creditor against loss and (h) all Guarantees of such Person in respect of the foregoing; provided, however, that
Funded Indebtedness shall not include (i) accounts payable incurred in the ordinary course of business, (ii) short term obligations incurred in the ordinary course of business, (iii) obligations of such Person in respect of Swap
Contracts related to hedging or otherwise entered into in the ordinary course of business and (iv) to the extent such Person is (x) a Regulated Subsidiary or (y) Berkeley Point, obligations of such Person in respect of repurchase
agreements, warehouse agreements or securities lending or borrowing agreements. Notwithstanding the foregoing, it is understood and agreed that the amount of Funded Indebtedness related to
“bad boy guaranties” (including any related environmental indemnity) and the Guarantees by Berkeley Point to Fannie Mae under the Delegated Underwriting and Servicing Program and to Freddie Mac under the Targeted Affordable Housing Program
shall, in each case, be equal to the amount of any such Indebtedness, if any, that is required by GAAP to be accrued for or otherwise set forth as a liability on the balance sheet of such Person. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable or performable by another Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness or (iii) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person,
whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 







 “Guarantors” means, collectively,
(a) with respect to the Acquisition Term Loan, (i) BGC, (ii) each Subsidiary of the BorrowerBGC
that becomes a Guarantor pursuant to Section 6.12 or otherwise, (biii) each other Person that may become a Guarantor hereunder and
(civ) the successors and permitted assigns of the foregoing and (b) with respect to the Revolving Loans, (i) so long as the Acquisition Term Loan or the loan under
the Term Loan Facility remains outstanding, SpinCo, (ii) each Subsidiary of BGC 







 
that becomes a Guarantor pursuant to Section 6.12 or otherwise, (iii) each other Person that may become a Guarantor hereunder and
(iv) the successors and permitted assigns of the foregoing. For the avoidance of doubt, upon repayment in full of the Acquisition Term Loan and the loan under the Term Loan Facility,
SpinCo shall automatically be released as a Guarantor and shall have no further Obligations unless and until it becomes a Guarantor pursuant to Section 6.12 or otherwise. 

“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the
Obligations pursuant to Article X. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances
or wastes of any nature regulated pursuant to any Environmental Law. 
 “IB” has the meaning set
forthspecified in the definition of “Regulated Subsidiary.” 

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to
the relevant financial statements delivered under or referred to herein. 
 “Indebtedness” means, as to any Person at a
particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 
  

	 	(a)	all Funded Indebtedness; 

  

	 	(b)	obligations under any Swap Contract; 

  

	 	(c)	all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests of the
BorrowerBGC or any of its Subsidiaries or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of
its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; 

  

	 	(d)	all Guarantees of such Person in respect of any of the foregoing; and 

  

	 	(e)	 all Indebtedness of the types referred to in clauses (a) through (d) above of any










 
partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venture (but only to the
extent such Person is liable therefor as a result of such interest), unless such Indebtedness is expressly made non-recourse to such Person. 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of any Loan Party under any Loan Document and 
 (b) to the extent not otherwise described in clause (a), Other
Taxes. 
 “Indemnitee” has the meaning specified in Section 11.04(b). 

“Information” has the meaning specified in Section 11.07. 

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date; provided, however, that if any Interest Period for a 







 
Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to
any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date. 
 “Interest
Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter,
or upon the consent of all Lenders, such other period that is twelve months or less (in each case, subject to availability), as selected by the Borrower in its Loan Notice; provided that: 

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

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period. 

“Internal Revenue Code” means the Internal Revenue Code of 1986. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such Investment. 
 “IP Rights” has the meaning specified
in Section 5.16. 
 “IRS” means the United States Internal Revenue Service. 

“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit 6.12 executed and delivered by a
Subsidiary in accordance with the provisions of Section 6.12 or any other documents as the Administrative Agent shall deem appropriate for such purpose. 







 “Laws” means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of
Law. 
 “Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each other
Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns. 
 “Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time








 
to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such affiliate. Unless the
context otherwise requires each references to a Lender shall include its applicable Lending Office. 
 “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the
foregoing). 
 “Loan” means, without duplication, (a) an extension of credit by a Lender to the
BorrowerBGC under Article II in the form of a Revolving Loan and (b) all Loans converted to the Acquisition Term Loan pursuant to Section 2.03. 

“Loan Documents” means this Agreement, each Note, each Joinder Agreement and the Fee Letter. 

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

“Loan Parties” means, collectively, the(a) each
Borrower and (b) each Guarantor; provided that if the Acquisition Term Loan and the loan under the Term Loan Facility have
been paid in full, SpinCo will no longer be a Loan Party. 
 “Master Agreement” has the meaning specified in the
definition of “Swap Contract.” 
 “Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, financial condition, assets or properties of the Borrower and itsLoan Parties and their Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower of any Loan Document to which it is a party. 







 “Maturity Date” means September 8, 2019; provided, however,
that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 

“Mirror Debt” means Indebtedness of one or more Subsidiaries of BGC which is
assumed by one or more Subsidiaries of SpinCo as part of the Separation related to (a) those certain 8.125% Senior Notes due 2042 issued by BGC in an aggregate principal amount equal to $112,500,000 and (b) those certain 5.375% Senior
Notes due 2019 issued by BGC in an aggregate principal amount equal to $300,000,000. 
 “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto. 







 “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the BorrowerBGC or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has
made or been obligated to make contributions. 
 “Multiple Employer Plan” means a single employer, as defined in
Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA and that has two or more contributing sponsors (including the BorrowerBGC or any ERISA Affiliate) at
least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds
actually received by a Loan Party or any Subsidiary in respect of any Equity Issuance or Debt Issuance net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and
sales commissions) and (b) taxes paid or payable as a result thereof. 
 “Net Excess Capital” means the aggregate
regulatory net capital, as defined in the applicable Capital Requirements, in excess of the aggregate required net capital under the Capital Requirements, as shown on the
Borrower’sBGC’s most recent annual audited financial statements or quarterly management prepared statements delivered pursuant to Section 6.01, and, without
duplication, as shown on the Borrower’sBGC’s SEC Forms 10-Q and 10-K. 

“Newmark” means the Subsidiaries of the Borrower or Cantor Fitzgerald, L.P. that
own or will own the Newmark Knight Frank business. 
 “Newmark
Leverage Ratio” means, as of any date for which it is to be determined, the ratio of (a) Consolidated Funded Indebtedness attributable to SpinCo and its Subsidiaries as of such date (other than (i) obligations in respect of the Term
Loan Facility, (ii) any of the Obligations and (iii) any intercompany Indebtedness owing to BGC or any of its Subsidiaries) to (b) Consolidated EBITDA attributable to SpinCo and its Subsidiaries for the period of the four fiscal
quarters most recently ended for which BGC has provided a Compliance Certificate in accordance with Section 6.02, in each case calculated on a Pro Forma Basis in accordance with Section 1.03(c). 

“NFA” means the National Futures Association or any other regulatory body that succeeds to the functions of the National
Futures Association. 
 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment
that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders. 







 “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Note” has the meaning specified in Section 2.11. 

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of
Exhibit 2.05 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and
signed by a Responsible Officer. 
 “Obligations” means with respect to each Loan
PartyBorrower and each Guarantor all advances to, and debts, liabilities, obligations, covenants and duties of, such Loan
PartyBorrower or such Guarantor arising under any Loan Document or otherwise with respect to any applicable Loan, in
each 







 
case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any Loan PartyBorrower or any Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

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

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

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

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

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







 “Participant” has the meaning specified in Section 11.06(d). 

“Participant Register” has the meaning specified in Section 11.06(d). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in
effect prior to the Pension Act and, 

  
 66 








 
thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA)
(including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by the BorrowerBGC and any ERISA Affiliate and is either
covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code. 

“Permitted Acquisition” means any Acquisition, provided that (a) no Default shall have occurred and be continuing
or would result from such Acquisition, (b) if the Acquisition involves aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price
obligations (including any earn out payments) and Equity Interests) in excess of the greater of $50,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition), the Person or property acquired in such Acquisition is in an
Eligible Line of Business, (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, and
(d) the BorrowerBGC shall be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal
quarters most recently ended for which the BorrowerBGC has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to
such Acquisition on a Pro Forma Basis. It is understood and agreed that, if (x) the Acquisition of a Significant Subsidiary involves aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by
the BorrowerBGC of the maximum amount of any deferred purchase price obligations (including any earn out payments) and Equity Interests) in excess of the greater of
$50,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition) and (y) the Consolidated Leverage Ratio shall be greater than 2.50:1.00 after giving effect to such Acquisition of a Significant Subsidiary on a Pro Forma
Basis, the BorrowerBGC shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate. 

“Permitted Holders” means Cantor Fitzgerald, L.P., Howard W. Lutnick, any Person controlled by him or any trust established
for Mr. Lutnick’s benefit or for the benefit of his spouse, any of his descendants or any of his relatives, in each case, so long as he is alive and, upon his death or incapacity, any person who shall, as a result of
Mr. Lutnick’s death or incapacity, become a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of the Borrower’sBGC’s
capital stock by operation of a trust, by will or the laws of descent and distribution or by operation of law. 
 “Permitted
Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the terms of Section 7.01. 

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







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

“Platform” has the meaning specified in Section 6.02. 

“Pro Forma Basis” means, with respect to any Specified Transaction, that for purposes of calculating the financial covenants
set forth in Section 7.11, such Specified Transaction (including the incurrence of any Indebtedness therewith) shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such
Specified Transaction for which 







 
financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b). In connection with the foregoing, (a) with respect to any Disposition,
(i) income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such Specified Transaction and
(ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items attributable
to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for
the BorrowerBGC and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are
supported by financial statements (if available) and such other information deemed necessary by a Responsible Officer in order to make a good faith determination (consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as
amended, as interpreted by the staff of the Securities and Exchange Commission) of such pro forma calculation and (ii) any Indebtedness incurred or assumed by the
BorrowerBGC or any Subsidiary (including the Person or property acquired) in connection with such Specified Transaction and any Indebtedness of the Person or property acquired
which is not retired in connection with such Specified Transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied
rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination. 

“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the
BorrowerBGC containing reasonably detailed calculations of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal
quarters most recently ended for which the BorrowerBGC has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable
transaction on a Pro Forma Basis. 
 “PTE” means a prohibited transaction class exemption issued by the U.S. Department of
Labor, as any such exemption may be amended from time to time. 
 “Public Lender” has the meaning specified in
Section 6.02. 
 “Recipient” means the Administrative Agent, any Lender or any other recipient of any payment
to be made by or on account of any obligation of any Loan Party hereunder. 
 “Register” has the meaning specified in
Section 11.06(c). 
 “Regulated Subsidiary” means any Subsidiary of the
BorrowerBGC that is (i) registered as a broker dealer pursuant to Section 15 of the Securities Exchange Act of 1934 or that is regulated as a








 
broker dealer or equivalent under any foreign securities law, (ii) that is registered as a Futures Commission Merchant (“FCM”), Introducing Broker (“IB”), Swap Exchange
Facility (“SEF”) or other “registered entity” within the meaning of Section 1a(40) of the Commodity Exchange Act (7 U.S.C. 1 et seq.), or the equivalent under any foreign securities or commodities Law, or
(iii) registered as a swap execution facility with the SEC or the CFTC. 
 “Regulation S-X” means Regulation S-X set
forth in 17 C.F.R. Part 210 of the Securities Act of 1933. 







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

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the
applicable notice period has been waived. 
 “Request for Credit Extension” means with respect to a Borrowing, conversion
or continuation of Loans, a Loan Notice. 
 “Required Lenders” means, at any time, Lenders having Total Credit Exposures
representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. 

“Resignation Effective Date” has the meaning specified in Section 9.06. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer,
general partner, executive vice president, chief operating officer, chief administrative officer or controller of a Loan Party, and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of a Loan
Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or
employee of applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the
extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or
termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other
distribution or payment. 







 “Revolving Commitment” means, as to each Lender, its obligation to make
Revolving Loans to the BorrowerBGC pursuant to Section 2.01 in the amount set forth opposite the name of such Lender on Schedule 2.01 or in the
Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable. 
 “Revolving
Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans. 

“Revolving Loan” has the meaning specified in Section 2.01(a). 







 “S&P” means Standard & Poor’s Financial Services LLC, a
subsidiary of The McGraw Hill Companies, Inc. and any successor thereto. 
 “Sale and Leaseback Transaction” means, with
respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred. 

“Sanction(s)” means any sanction administered or enforced by the United States Government, including OFAC, the United Nations
Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Securitization Transaction” means, with respect to any Person, any financing transaction or series of
financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease
payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person. 
 “SEF”
has the meaning set forthspecified in the definition of “Regulated Subsidiary.” 

“Seller Financing” has the meaning set
forthspecified in Section 4.01(f). 

“Separation” has the meaning specified in the First Amendment. 

“Separation Effective Date” has the meaning specified in the First
Amendment. 
 “Significant Subsidiary” has the meaning given to such term in Regulation S-X. 

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other 







 
commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s
property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. The amount of contingent liabilities at any time shall be computed as
the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

“Specified Transaction” means (a) any Acquisition of property or series of related acquisitions of property that
(i) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (ii) involves the payment of consideration by the
BorrowerBGC and its Subsidiaries in excess of the greater of $50,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition), (b) any Disposition of
property or series 







 
of related Dispositions of property that (i) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common
stock of a Person and (ii) yields gross proceeds to the BorrowerBGC or any of its Subsidiaries in excess of the greater of $50,000,000 and 4.5% of Consolidated Net
Worth (as of the date of such Disposition) and (c) any other Acquisition or Disposition designated by the Borrower as a “Specified Transaction” as of any fiscal quarter-end; provided that if the Borrower designates any Acquisition or
Disposition as a Specified Transaction as of such fiscal quarter-end, then it must designate all Acquisitions and Dispositions consummated during the twelve month period prior to such designation as Specified Transactions. 

“SpinCo” means Newmark Group, Inc., a Delaware corporation, and its
permitted successors and assigns. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which (a) a majority of the shares of Voting Stock is at the time beneficially owned by such Person and (b) is required to be consolidated into the financial statements of such Person in
accordance with GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
BorrowerBGC. 
 “Swap Contract” means (a) any and
all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement. 
 “Swap Termination Value” means, in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 







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

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







 “Term Loan Facility” has the meaning set
forthspecified in Section 4.01(e). 
 “Threshold
Amount” means $60,000,000. 
 “Total Credit Exposure” means, as to any Lender at any time, the
sum of the unused Commitments of such Lender at such time and the outstanding Loans of such Lender at such time. 

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans. 

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

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

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the
Internal Revenue Code. 
 “U.S. Tax Compliance Certificate” has the meaning specified in
Section 3.01(e)(ii)(B)(3). “Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

1.2 Other Interpretive Provisions. 







 With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any Loan Document or Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, modified,
extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, Preliminary Statements of and Exhibits and 







 
Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory rules, regulations, orders and provisions
consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified, extended, restated, replaced or supplemented from time to
time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including
cash, securities, accounts and contract rights. 
 (b) In the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means
“to and including.” 
 (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 1.3
Accounting Terms. 
 (a) Generally. All accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in
effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any
covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on
financial liabilities shall be disregarded. 
 (b) Changes in GAAP. If at any time any change in GAAP (including the
adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be
classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in 







 
GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 

(c) Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the
financial covenants in Section 7.11 shall be made on a Pro Forma Basis with respect to any Specified Transaction. 







 1.4 Rounding. 

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

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar
Rate” or with respect to any comparable or successor rate thereto. 
 ARTICLE II 

THE COMMITMENTS AND CREDIT EXTENSIONS 

2.1 Revolving Loans. 

(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
“Revolving Loan”) to the BorrowerBGC in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed an amount equal
to (A) the Aggregate Revolving Commitments less (B) the outstanding principal amount of the Acquisition Term Loan and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within
the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the BorrowerBGC may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein. 

(b) Increases of the Aggregate Revolving Commitments. The
BorrowerBGC shall have the right, upon at least five Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments in one or
more increases, at any time prior to the date that is sixty days prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: 







 (i) the Aggregate
Revolving Commitments shall not exceed $400,000,000 without the consent of the Required Lenders; 

(ii) no Default shall have occurred and be continuing on the date
on which such increase is to become effective; 
 (iii) the
representations and warranties set forth in Article V shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all
respects as drafted) on and as of the date on which such increase is to become effective, except to the extent that such representations and warranties specifically refer to an 







 
earlier date, in which case they shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be
true and correct in all respects as drafted) as of such earlier date; 

(iv) after giving effect to such increase and any Borrowings in
connection therewith, the BorrowerBGC will be in pro forma compliance with all of the covenants in Section 7.11; 

(v) such increase shall be in a minimum amount of $10,000,000 and
in integral multiples of $5,000,000 in excess thereof; 
 (vi)
such requested increase shall only be effective upon receipt by the Administrative Agent of (A) additional Revolving Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more other
institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Revolving Commitment) and (B) documentation from each institution providing an additional
Revolving Commitment evidencing its additional Revolving Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent; 

(vii) the Administrative Agent shall have received all documents
(including resolutions of the board of directors of the BorrowerBGC) it may reasonably request relating to the corporate or other necessary authority for such increase and
the validity of such increase in the Aggregate Revolving Commitments, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; and 

(viii) if any Revolving Loans are outstanding at the time of the
increase in the Aggregate Revolving Commitments, the BorrowerBGC shall, if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to
Section 3.05) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its pro rata share (based on its Applicable Percentage of the increased Aggregate Revolving
Commitments) of outstanding Revolving Loans. 
 For avoidance of doubt, it is understood and agreed that, as of the Closing Date, there does
not exist any availability to increase the Aggregate Revolving Commitments pursuant to this Section 2.01(b). 
 2.2
Borrowings, Conversions and Continuations of Loans. 
 (a) Each Borrowing, each conversion of Loans from one Type to
the other, and each 







 
continuation of Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent,
which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the
Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans,
and (ii) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in








 
excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify
(i) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), 
 (iii) the principal amount of Loans
to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the
applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the
applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. 
 (b) Following receipt of a Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the applicable
Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower.

 (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the
Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and unless repaid, each outstanding
Eurodollar Rate Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto. 
 (d) The
Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of
such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify theeach Borrower and the Lenders of any change in Bank of
America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 







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

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the
portion of its Loans in connection with any refinancing, 







 
extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the
applicable Borrower, the Administrative Agent and such Lender. 
 2.3
Conversion of Outstanding Amounts to Acquisition Term Loan. 
 On the First Amendment Effective Date the then outstanding principal
amount of Revolving Loans shall be converted to a term loan (the “Acquisition Term Loan”), with a maturity on the Maturity Date. Prior to the First Amendment Effective Date, the
BorrowerBGC shall provide notice to the Administrative Agent, in accordance with Section 2.02, specifying the interest rate selected and, if a Eurodollar Rate Loan is
selected, the duration of the Interest Period therefor for the Acquisition Term Loan; provided, however, that if Borrower fails to provide such notice, the Acquisition Term Loan shall bear interest at the rate and for the Interest
Period, as applicable, as the then outstanding principal amount of the Revolving Loans. Any future conversions or continuations of the principal amount of the Acquisition Term Loan shall be subject to Section 2.02 and interest shall be
payable in accordance with Section 2.08. Principal amounts outstanding under the Acquisition Term Loan may be prepaid in accordance with Section 2.05 but amounts prepaid may not be reborrowed. If requested by a Lender,
the BorrowerSpinCo shall provide a Note to such Lender in accordance with Section 2.11. 

2.4 [Reserved]. 

2.5 Prepayments. 

(a) TheVoluntary Prepayments. A Borrower may, upon
delivery of a Notice of Loan Prepayment from thesuch Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part
without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the
entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then
outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by thea
Borrower, thesuch Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided
that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to
Section 2.15, each such 







 
prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. 

(b) Mandatory Prepayments. 







 (i)
Debt Issuances. Immediately upon receipt by SpinCo or any Subsidiary of SpinCo of the Net Cash Proceeds of any Debt Issuance (other than (A) Debt Issuances constituting the Mirror Debt,
(B) Debt Issuances under the Term Loan Facility and (C) other Debt Issuances in an amount up to $25,000,000, in the aggregate), SpinCo shall prepay the Acquisition Term Loan in an aggregate amount equal to 100% of such Net Cash Proceeds
(other than any such Net Cash Proceeds which are applied to repay amounts outstanding under the Term Loan Facility). 

(ii)
Equity Issuances. Immediately upon the receipt by SpinCo or any Subsidiary of SpinCo of the Net Cash Proceeds of any Equity Issuance by SpinCo or any Subsidiary of SpinCo (other than
(A) Equity Issuances in connection with a DRIP program, (B) Equity Issuances pursuant to an at-the-market controlled equity offering program (at the market shelf) intended to offset share repurchases, redemptions, exchanges and other
payments in connection with compensation plans or arrangements or from current or former employees and partners or their estates or from directors, consultants or charities, and (C) other Equity Issuances in an amount up to $25,000,000, in the
aggregate), SpinCo shall prepay the Acquisition Term Loan in an aggregate amount equal to 100% of such Net Cash Proceeds (other than any such Net Cash Proceeds which are applied to repay amounts outstanding under the Term Loan Facility). 

(iii)
Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct
order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the
date of prepayment. 
 2.6 Termination or Reduction of Aggregate Revolving Commitments. 

The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently
reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and
to any concurrent prepayments hereunder, (a) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments
or (b) the Aggregate Revolving Commitments would be less than the outstanding principal amount of the Acquisition Term Loan. The Administrative Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees
accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. 







 Notwithstanding the foregoing, a notice of termination of the Aggregate Revolving Commitments
delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. 







 2.7 Repayment of Loans. 

(a) TheEach Borrower shall repay to the Lenders on the Maturity
Date the aggregate principal amount of all Loans and all other Obligations outstanding on such date. 
 (b) In the event a Change of Control
occurs, (i) theeach Borrower shall promptly thereafter repay to the Lenders the aggregate principal amount of all Loans and all other Obligations outstanding on such
date and (ii) the Commitments of each Lender shall be terminated. 
 2.8 Interest. 

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

(b) (i) If any amount of principal of any Loan is not paid when due, whether at stated maturity, by acceleration or otherwise,
such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due,
whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. 
 (iii) Upon the request of the Required Lenders, while any Event of Default exists (other
than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws. 
 (iv) Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each
Interest 







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

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance
with its Applicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the Outstanding Amount of Revolving Loans,
subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the 







 
Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change
in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 

(b) Other Fees. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in
the amounts and at the times so specified, including, without limitation, as set forth in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.10 Computation of Interest and Fees. 

All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on
the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error. 
 2.11 Evidence of Debt. 

The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the
event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of
manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in
addition to such accounts or records. Each such promissory note shall be in the form of Exhibit 2.11 (a “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto. 







 2.12 Payments Generally; Administrative Agent’s Clawback;etc. 

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction
for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other
applicable share as 







 
provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 
 (b) (i)
Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the
Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date
of payment to the Administrative Agent, at the greater of the Federal 







 
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 







 (b) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to
the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest. 
 (c) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make
payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under
Section 11.04(c). 
 (d) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

2.13 Sharing of Payments by Lenders. 

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

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

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the
Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans to any 







 
assignee or participant, other than an assignment to the Borrower or any Subsidiary (as to which the provisions of this Section shall apply). 

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







 2.14 [Reserved]. 

2.14 Obligations. Subject to any Guarantees by a Borrower as set forth in this
Agreement, each Borrower shall be severally, and not jointly liable, for the Loans made to such Borrower hereunder and for any costs and expenses associated with such Loans as such Borrower
may be required to pay pursuant to Section 11.04. 
 2.15
Defaulting Lenders. 
 (a) Adjustments. Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with
respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. No Defaulting Lender shall be
entitled to receive any fee 







 
payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been
required to have been paid to that Defaulting Lender). 
 (b) Defaulting Lender Cure. If the Borrower and the
Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein, that Lender will, to the extent applicable, purchase at par that portion 







 
of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in
accordance with their Applicable Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower
while that Lender was a Defaulting Lender; and provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release
of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.1 Taxes. 
 (a)
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 
 (i) Any and all payments by or on
account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the
Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon
the basis of the information and documentation to be delivered pursuant to subsection (e) below. 
 (ii) If any
Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative
Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent
shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum
payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the
applicable Recipient receives an 







 
amount equal to the sum it would have received had no such withholding or deduction been made. 

(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue
Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and
documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with such Laws, and (C) to the extent 







 
that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or
the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or
deduction been made. 
 (b) Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above,
the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall
make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten days
after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 

(ii) Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after
demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without
limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d)
relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative Agent or a
Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time
owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). 







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







 
to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Status of Lenders; Tax Documentation. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person, 
 (A) any Lender that is a U.S.
Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

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







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







 
reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

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

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a
“U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BENE (or W-8BEN, as applicable); or 

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B or Exhibit 3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as
applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate substantially in the form of Exhibit 3.01-D on behalf of each such direct and indirect partner; 
 (C)
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from
or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction
required to be made; and 
 (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue








 
Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower
or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the
Administrative Agent as may be necessary for the Borrower and the Administrative Agent to 







 
comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from
such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date. 

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

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

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender
or its Lending Office to perform any of its obligations 







 
hereunder or make, maintain or fund or charge interest with respect to any Credit Extensions or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent,
(i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and
(ii) if such notice asserts the illegality of 







 
such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate
Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the
Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute
the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates
based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 

3.3 Inability to Determine Rates. 

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







 
Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or
the Required Lenders notify the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender 







 
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans
whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of
the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 
 3.4 Increased Costs; Reserves on
Eurodollar Rate Loans. 
 (a) Increased Costs Generally. If any Change in Law shall: 

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

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or 
 (iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurodollar Rate Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making,
converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender (whether of principal,
interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 

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








 
amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 

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







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

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

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for
and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 
 (a) any continuation,
conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or 
 (c) any assignment of a
Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13; 







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

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







 3.6 Mitigation Obligations; Replacement of Lenders. 

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

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different
lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13. 

3.7 Survival. 
 All
of the Loan Parties’ obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 

ARTICLE IV 
 CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS 
 4.1 Conditions of Initial Credit Extension. 

This Agreement shall become effective upon, and the obligation of each Lender to make its initial Credit Extension hereunder is subject to, the
satisfaction of the following conditions precedent: 







 (a) Documentation. Receipt by the Administrative Agent of the following,
each in form and substance satisfactory to the Administrative Agent and each Lender: 
 (i) Loan Documents. Executed
counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender. 

(ii) Opinions of Counsel. Favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative
Agent and each Lender, dated as of the Closing Date. 







 (iii) Organization Documents, Resolutions, Etc. 

(A) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; 

(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party; and 
 (C) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation 

(iv) Audited Financial Statements. The Audited Financial Statements. 

(v) Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that (A) the
conditions specified in Sections 4.01(b) and (c) and 4.02(a) and 4.02(b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had
or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. 
 (b)
Litigation. Other than as disclosed in the Audited Financial Statements for the fiscal year ending December 31, 2016 or as set forth on Schedule 5.06, there shall not exist any action, suit, investigation or proceeding pending or,
to the knowledge of the Borrower, threatened in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 

(c) Consents. All governmental, shareholder and third party consents and approvals necessary in connection with the
transactions contemplated hereby shall have been obtained and all such consents and approvals shall be in force and effect. 

(d) Existing Credit Agreement. Receipt by the Administrative Agent of evidence








 
that all obligations under the existing Credit Agreement, dated as of February 25, 2016, among the Borrower, the Administrative Agent and the other lenders party thereto have been paid in
full and all commitments thereunder terminated. 
 (e) Term Loan Facility. Receipt by the Administrative Agent of
evidence that the Borrower has entered into (or is entering into simultaneously with this Agreement) a term loan agreement (the “Term Loan Facility”) on terms satisfactory to the Borrower and the Administrative Agent. 

(f) Acquisition/Seller Financing. Receipt by the Administrative Agent of (i) evidence that the acquisition of
Berkeley Point by the Borrower has occurred or is occurring 







 
simultaneously with this Agreement and (ii) evidence that any seller financing entered into in respect of the acquisition by the Borrower of Berkeley Point (the “Seller
Financing”), if any, is on terms satisfactory to the Administrative Agent, including as to maturity, subordination and assignability. 

(g) Fees. Receipt by the Administrative Agent, the Arrangers and the Lenders of any fees required to be paid on or
before the Closing Date, including, but not limited to, the fees set forth in the Fee Letter. 
 (h) Attorney Costs.
The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
 Without limiting the generality of
the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, 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 notice from such Lender
prior to the proposed Closing Date specifying its objection thereto. 
 4.2 Conditions to all Credit Extensions. 

The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the
other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent: 
 (a) The
representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all
material respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than those representations and warranties qualified by materiality or Material
Adverse Effect, in which case they shall be true and correct in all respects) as of such earlier date. 
 (b) No Default
shall exist, or would result from such proposed Credit Extension or 







 
from the immediate application of the proceeds thereof (if applicable) and the BorrowerBGC shall be in compliance with
Section 7.11 as of the end of the most recently fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 after giving effect to the proviso in the definition of Consolidated EBITDA. 

(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

 Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be 







 
deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit
Extension. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

TheEach Borrower represents and warrants to the Administrative
Agent and the Lenders that: 
 5.1 Existence, Qualification and Power. 

(a) Each Loan Party and each Significant Subsidiary (i) is duly organized or formed, validly existing and, as applicable,
in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own or lease its
assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect. 
 (b) Each Subsidiary of the Borrower (other than
a Significant Subsidiary) (i) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to own or lease its assets and carry on its business and (iii) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except, in each case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect. 
 5.2 Authorization; No Contravention. 

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all
necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under,
or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law. 







 5.3 Governmental Authorization; Other Consents. 

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than those that have already been obtained and are in full force
and effect. 







 5.4 Binding Effect. 

Each Loan Document has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid
and binding obligation of each Loan Party that is party thereto, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

5.5 Financial Statements; No Material Adverse Effect. 

(a) The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the
BorrowerBGC and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and 

(iii) show all material indebtedness and other liabilities, direct or contingent, of the
BorrowerBGC and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. 

(b) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the BorrowerBGC and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the BorrowerBGC and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and
Indebtedness. 
 (c) Since December 31, 2016, there has been no event or circumstance, either individually or in the
aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 5.6 Litigation. 

Other than as disclosed in the Audited Financial Statements or as set forth on Schedule 5.06, there are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrowera Loan Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or
(b) could reasonably be expected to have a Material Adverse Effect. 







 5.7 No Default. 

No Default has occurred and is continuing. 

5.8 Ownership of Property. 







 Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple
to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. 
 5.9 Taxes. 

Each Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have
paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse
Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. Other than as set forth on Schedule 5.09, no Loan Party is party to any tax sharing agreement with
anyone. 
 5.10 ERISA Compliance. 

(a) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws; (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has
received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from
federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the IRS; and (iii) to the best knowledge of the
Borrowera Loan Party, nothing has occurred that would reasonably be expected to prevent or cause the loss of such tax-qualified status. 

(b) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has
resulted or would reasonably be expected to result in a Material Adverse Effect. 
 (c) Except as would not reasonably be
expected to have a Material Adverse Effect: (i) No ERISA Event has occurred, and no Loan Party is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan;
(ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied
for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as 







 
defined in Section 430(d)(2) of the Internal Revenue Code) is 60% or higher and neither a Loan Party nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be
expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no Loan Party has incurred any liability to the PBGC other than for the payment of premiums, and there are
no premium payments which have become due that are unpaid; (v) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and
(vi) no Pension Plan has been terminated by the plan administrator thereof nor by 







 
the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

 (d) The Borrower represents and warrants as of the First Amendment Effective Date
or as of the Separation Effective Date, as applicable, that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments. 
 5.11
Subsidiaries. 
 Set forth on Schedule 5.11 is a complete and accurate list of (a) each Significant Subsidiary of
the BorrowerBGC other than Regulated Subsidiaries, (b) each Subsidiary that is a Guarantorhas
guaranteed any Indebtedness of BGC (other than the Obligations) and (c) the jurisdiction of organization, exact legal name and U.S. tax payer identification number of the
BorrowerBGC and each other Loan Party, in each case as of the Closing Date and as of the date of any update to Schedule 5.11 pursuant to Section 6.02(b). 

5.12 Margin Regulations; Investment Company Act. 

(a) Margin stock (as defined in Regulation U of the Board of Governors of the FRB) constitutes less than 25% of the value of
those assets of the Borrower and itsLoan Parties and their Subsidiaries (other than any Subsidiary which is an “exempted borrower” within the meaning of
Regulation U of the FRB) which are subject to any limitation on sale, pledge, or other restriction hereunder. Neither the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T,
Regulation U or Regulation X of the Board of Governors of the FRB. 
 (b) None of
theNo Borrower, any Person Controlling thea Borrower, or any Significant Subsidiary is or is required
to be registered as an “investment company” under the Investment Company Act of 1940. 







 (c) Each
domesticDomestic Subsidiary that is a Regulated Subsidiary which isand a broker dealer subject
to the provisions of Regulation T of the FRB and extends purpose credit to customers (as those terms are defined in Regulation T) maintains procedures and internal controls reasonably designed to ensure that such Regulated Subsidiary does not extend
or maintain purpose credit to or for its customers other than in accordance with the provisions of Regulation T, and members of each such domestic Regulated Subsidiary regularly supervise its activities and the activities of members and employees of
such Regulated Subsidiary to ensure that such Regulated Subsidiary does not extend purpose credit to or for its customers other than in accordance with the provisions of Regulation T. 

(d) Each Regulated Subsidiary (i) is a member in good standing of the FINRA, the NFA and/or the equivalent foreign
self-regulatory body, (ii) (A) if a Domestic Subsidiary, (x) is duly registered as a broker-dealer with the SEC and/or duly registered as an FCM, IB or SEF with the CFTC, and (y) except where the failure to so register would not
reasonably be expected to result in a Material Adverse Effect, is duly registered in each state where the conduct of its business requires such registration and (B) if a Foreign Subsidiary, is duly registered as with the appropriate foreign
regulatory body, in each case where the conduct of its business requires such registration, except where the failure to so register would not reasonably be expected to result in a Material Adverse Effect. 

5.13 Disclosure. 

Neither any Loan Document nor any other agreement, document, instrument, certificate or statement (other than (i) any other projections,
estimates, or other forward-looking information and (ii) any forward-looking pro forma financial information) furnished to the Administrative Agent and the Lenders by or on behalf of a Loan Party in connection with the transactions contemplated
hereby, at the time it was furnished contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein, under the circumstances under which they were made, not
misleading (considered in the context of all other information provided to the Lenders). Any projections, estimates, forward-looking information or any forward-looking pro forma financial information furnished to the Administrative Agent (whether in
writing or orally) pursuant to this Agreement are based on good faith estimates and assumptions believed by management of Borrower or the applicable Loan Party to be reasonable at the time made, it being understood by the Administrative Agent and
the Lenders that, without limiting the foregoing representation, (i) any information as it relates to future events is not to be viewed as fact, and (ii) actual results during the period or periods covered by such information are subject
to significant uncertainties and contingencies and may differ materially from the projected results set forth therein. 
 5.14
Compliance with Laws. 
 Each Loan Party and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted
or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 







 5.15 Intellectual Property; Licenses, Etc. 

Each Loan Party and each Subsidiary owns, possesses or can acquire on reasonable terms the right to use, all of the trademarks, service marks,
trade names, copyrights, patents and other intellectual property rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person to the knowledge of such Loan Party or Subsidiary, except
for any such failure to own or possess or conflict that could not reasonably be expected to have a Material Adverse Effect. 







 5.16 Solvency. 

TheEach Borrower is Solvent and the
BorrowerBGC and its Subsidiaries are Solvent on a consolidated basis. 

5.17 OFAC. 
 None of the
Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director or officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or
controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the
Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. 

5.18 Anti-Corruption Laws. 

The Loan Parties and their Subsidiaries and, to the knowledge of the
BorrowerBGC and its Subsidiaries, any director or officer have each conducted their businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977,
the UK Bribery Act 2010, and other similar anti- corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 

5.19 EEA Financial Institution. 

Neither the BorrowerBGC, nor any of its Subsidiaries is an EEA
Financial Institution. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 Until the
Facility Termination Date, theeach Borrower shall: 
 6.1
Financial Statements. 







 Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent: 
 (a) as soon as available, but in any event within one hundred and twenty days after the end of each
fiscal year of the BorrowerBGC, commencing with the fiscal year ending December 31, 2017, (i) a consolidated balance sheet of the
BorrowerBGC and its Subsidiaries as at the end of such fiscal year, together with the related consolidated statements of income or operations, changes in shareholders’ equity
and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and in connection with the financial statements in clause
(i) above, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in
accordance with generally accepted auditing 







 
standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) such other
financial information regarding the BorrowerBGC and its Subsidiaries as reasonably requested by the Administrative Agent in order to determine compliance with
Section 7.11; and 
 (b) as soon as available, but in any event within sixty days after the end of each of the
first three fiscal quarters of each fiscal year of the BorrowerBGC, commencing with the fiscal quarter ending September 30, 2017, (i) a consolidated balance sheet
of the BorrowerBGC and its Subsidiaries as at the end of such fiscal quarter, together with the related consolidated statements of income or operations for such fiscal
quarter and for the portion of the Borrower’sBGC’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity and
cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of
the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the BorrowerBGC as
fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the BorrowerBGC and its Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence of footnotes and (ii) such other financial information regarding the BorrowerBGC and its Subsidiaries
as reasonably requested by the Administrative Agent in order to determine compliance with Section 7.11. 
 As to any information contained in
materials furnished pursuant to Section 6.02(c), the BorrowerBGC shall not be separately required to furnish such information under Section 6.01(a)
or 6.01(b), but the foregoing shall not be in derogation of the obligation of the BorrowerBGC to furnish the information and materials described in
Section 6.01(a) or 6.01(b) at the times specified therein. 
 6.2 Certificates; Other Information. 

Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 

(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its
independent certified public accountants certifying such financial statements; 
 (b) concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the
BorrowerBGC (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed
to be an original authentic 







 
counterpart thereof for all purposes) which shall, among other things, (i) demonstrate compliance with the covenants set forth in Section 7.11 and (ii) update Schedule 5.11,
as applicable; 
 (c) promptly after the same are available, copies of each annual report, each material proxy or material
financial statement or other material report or communication sent to the public equityholders of any Loan Party or any Subsidiary, and copies of all material annual, regular, periodic and special reports and material registration statements which a
Loan Party or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the 







 
Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d) promptly after any request by the Administrative Agent, copies of any material detailed audit reports or management letters
submitted to the board of directors (or the audit committee of the board of directors) of the BorrowerBGC by independent accountants in connection with the accounts or
books of the BorrowerBGC or any Subsidiary; 

(e) [Reserved]; 

(f) promptly, and in any event within five Business Days after receipt thereof by the any Loan Party or any Subsidiary, copies
of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary; and 
 (g) promptly, such additional information regarding the
business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(c) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrowera Loan Party posts such documents, or provides a link thereto on the Borrower’ssuch Loan
Party’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’sa Loan
Party’s behalf on an Internet or intranet website (including www.sec.gov/edgar.shtml), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrowera Loan Party shall deliver paper copies of such documents to the Administrative Agent or any Lender upon
its request to the Borrowersuch Loan Party to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or
such Lender and (ii) the Borrowersuch Loan Party shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowerany Loan Party with any such request by a Lender for
delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or 








 
on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic
transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its
Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials
that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have 







 
authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its
securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under
no obligation to mark any Borrower Materials “PUBLIC.” 
 6.3 Notices. 

Promptly notify the Administrative Agent and each Lender of: 

(a) the occurrence of any Default. 

(b) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a Contractual Obligation of a Loan Party or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between a Loan Party or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting a Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws. 

(c) the occurrence of any ERISA Event that has had or that would reasonably be expected to result in a Material Adverse Effect.

 (d) any material change in accounting policies or financial reporting practices by a Loan
PartyBGC or any Subsidiary. 
 (e) any announcement by
S&P or Fitch of any change in a Debt Rating of the BorrowerBGC. 

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







 Cause itself, each Loan Party and
each of its Subsidiaries to pay and discharge within thirty (30) days of the date the same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or its properties, unless (a) the same
are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrowerapplicable
Loan Party or the applicable Subsidiary in connection therewith or (b) the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

6.5 Preservation of Existence, Etc. 







 Cause itself, each Loan Party and
each of its Subsidiaries to (a) except as permitted pursuant to Section 7.04, preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, in each case, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.6 Maintenance of Properties. 

Cause itself, each Loan Party and each of its Subsidiaries to (a) maintain,
preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted; and (b) make all necessary repairs
thereto and renewals and replacements thereof, except, in the case of each of clauses (a) and (b) hereof, where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

6.7 Maintenance of Insurance. 

Cause itself, each Loan Party and each of its Subsidiaries to maintain with
financially sound and reputable insurance companies not Affiliates of the BorrowerBGC, insurance with respect to its properties and business against loss or damage of the
kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, except in instances where the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect. 
 6.8 Compliance with Laws. 

(a) Cause itself, each Loan Party and each of its Subsidiaries to comply in all
material respects with the requirements of all Laws, including, without limitation, Environmental Laws, and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

 (b) Cause each Broker-Dealer Subsidiary to comply with all material rules and regulations of the SEC, the FINRA and any equivalent foreign
self-regulatory body, in each case, applicable to it (including such rules and regulations dealing with net capital requirements), except where the failure to so comply therewith could not reasonably be expected to have a Material Adverse Effect.

 6.9 Books and Records. 







 Cause itself, each Loan Party and
each of its Subsidiaries to (a) maintain proper books of record and account in conformity with GAAP; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority
having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be. 
 6.10 Inspection Rights. 







 Permit representatives and independent contractors of the Administrative Agent to visit and
inspect any of its, any Loan Party’s and its Subsidiaries’ properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all, subject to the proviso below, at the sole expense of the Administrative Agent and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowerapplicable Loan Party; provided, however, that when an
Event of Default exists the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowerapplicable
Loan Party at any time during normal business hours and without advance notice. It is understood and agreed that the Administrative Agent shall, at the request of any Lender, share with such Lender information resulting from any inspection under
this Section 6.10. 
 6.11 Use of Proceeds. 

Cause itself, each Loan Party and each of its Subsidiaries to use the proceeds of
the Credit Extensions to finance working capital and other lawful corporate purposes; provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document. 

6.12 Guarantors. 

Within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after the date that any
Subsidiary agrees to Guarantee any Indebtedness of the BorrowerBGC (other than the Obligations), either (a) cause such Subsidiary to become a Guarantor hereunder by
(i) executing and delivering to the Administrative Agent a Joinder Agreement and (ii) delivering to the Administrative Agent such Organization Documents, resolutions and, if requested by the Administrative Agent, favorable opinions of
counsel, all in form, content and scope reasonably satisfactory to the Administrative Agent or (b) provide a written certificate to the Administrative Agent acknowledging that all Indebtedness of such Subsidiary is subject to Section 7.03,
specifying the amount of Indebtedness of such Subsidiary as of the date of the certificate and certifying that the BorrowerBGC is in compliance with Section 7.03 as of
the date of the certificate. 
 6.13 Anti-Corruption Laws. 

Cause itself and each of its Subsidiaries to conduct its businesses in material compliance with the United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010 and other similar anti- corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. 

6.14 Mirror Debt. 







 Upon receipt by SpinCo or any Subsidiary
of SpinCo of the Net Cash Proceeds from any Debt Issuance (other than Debt Issuances under the Term Loan Facility) and after giving effect to any payments required by Section 2.05(b)(i), prepay (in the case of SpinCo), or cause SpinCo to prepay
(in the case of BGC), the Mirror Debt in an aggregate amount equal to 100% of such Net Cash Proceeds. 







 ARTICLE VII 

NEGATIVE COVENANTS 
 Until
the Facility Termination Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly: 
 7.1
Liens. 
 Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following: 
 (a) Liens existing on the Closing Date and listed on Schedule 7.01
and any renewals, extensions or replacements thereof; provided that the property covered thereby is not increased, and with respect to any replacement Lien, the amount of any Indebtedness secured by such Lien shall not be increased; 

(b) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which
are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(c) Liens of carriers, warehousemen, mechanics, materialmen, workmen and repairmen or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted; 

(d) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment
insurance, old age benefits, other social security obligations, taxes, assessments, statutory obligations and other similar charges, other than any Lien imposed by ERISA; 

(e) (i) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory
obligations, surety and appeal bonds, performance and return of money bonds, agreements with utilities and other obligations of a like nature incurred in the ordinary course of business (including in each case deposits and/or Liens securing letters
of credit issued in lieu of any such cash deposits), and (ii) other cash deposits required to be made 







 
in the ordinary course of business, including those made to secure health, safety and environmental obligations in the ordinary course of business; 

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

(g) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments), which
judgments do not constitute an Event of Default under Section 8.01(h), and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any such legal proceeding; 







 (h) Liens securing Indebtedness permitted under Section 7.03(c);
provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) with respect to Indebtedness permitted by Section 7.03(c)(i) such Liens attach to such property
concurrently with or within ninety days after the acquisition thereof; 
 (i) leases or subleases granted to others not
interfering in any material respect with the business of any Loan Party or any Subsidiary; 
 (j) any interest of title of a
lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; 

(k) normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks, brokers or
other financial institutions; 
 (l) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on
items in the course of collection; 
 (m) any Lien existing on property (and the proceeds thereof) existing at the time of
its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition; 

(n) Liens incurred or assumed in the ordinary course on cash, marketable securities, real estate loans (including related
purchase commitments) commodities or other financial products to secure securities lending transactions at Regulated Subsidiaries and other stock lending transactions, repurchase agreements, and other collateralized financing transactions at
Subsidiaries; 
 (o) pledges of securities or commodity positions and exchange memberships in the ordinary course of
business; 
 (p) deposits or securities with commodity or securities exchanges or clearing organizations, or with other
exchanges or markets, in each case in the ordinary course of business; 
 (q) Liens in favor of customers of Broker-Dealer
Subsidiaries arising in the ordinary course of business and Liens securing indebtedness of Broker-Dealer Subsidiaries in respect of customer funds in the ordinary course of business; 







 (r) Liens securing Indebtedness permitted under Section 7.03(i); 

(s) Liens on cash and marketable securities granted by Berkeley Point in favor of Fannie Mae under the Delegated Underwriting
and Servicing Program and/or Freddie Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements, in each case in the ordinary course of business; and 

(t) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any one time, the
difference of $40,000,000 less any Indebtedness incurred pursuant to Section 7.03(j). 







 7.2 Investments. 

Make any Investments, except: 

(a) Investments existing on the Closing Date set forth on Schedule 7.02; 

(b) Investments in Cash Equivalents; 

(c) Investments made by Regulated Subsidiaries in the ordinary course of business; 

(d) Investments in marketable securities, loans, loan servicing rights, commodities, forwards, futures, derivatives and other
assets in connection with trading, underwriting, loan origination, loan servicing, selling to customers, acting as a broker or acting as a market intermediary, all in the ordinary course of business; 

(e) loans or advances to employees as part of compensation programs, and which are by their nature forgivable by the
BorrowerBGC or relevant Subsidiary or purchases or redemption of equity interests from employees, former employees or consultants; 

(f) travel advances and other similar cash advances made to employees in the ordinary course of business; 

(g) Investments in Persons that are engaged in an Eligible Line of Business; 

(h) Investments in (or Acquisitions of) Subsidiaries and other Persons that are not wholly-owned or are not engaged in an
Eligible Line of Business in an amount not to exceed, in the aggregate, at any one time outstanding (net of the proceeds received from the sale of such Investments) the greater of $50,000,000 and 4.5% of Consolidated Net Worth; 

(i) Cash AD Loans; and 

(j) Permitted Acquisitions. 

7.3 Subsidiary Indebtedness. 

Create, incur, assume or suffer to exist any Indebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor),
except: 







 (a) Indebtedness outstanding on the Closing Date set forth on Schedule
7.03, including the Seller Financing, if any (and, with respect to any such Indebtedness, renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased above the original principal
amount at the time of such refinancing, renewal 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 and by an amount equal to
any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal
or extension are no less favorable in any material respect to the BorrowerBGC and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced,
renewed or extended; 







 (b) obligations (contingent or otherwise) existing or arising under any Swap
Contract, provided that such obligations are (or were) entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or taking a “market view”; 

(c) (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations)
hereafter incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred (including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured
by fixed assets and all renewals, refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (ii) shall not exceed $60,000,000 at any one time
outstanding; 
 (d) so long as the BorrowerBGC
is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto, Indebtedness (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any
Person that becomes a Subsidiary as a result of an Acquisition to the extent, in each case, that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of customary
performance based earn-out payments incurred in connection with an Acquisition; 
 (e) Indebtedness, including
(i) securities lending transactions, at Regulated Subsidiaries and other stock lending transactions, repurchase agreements and other collateralized financing transactions at Subsidiaries, in each case (A) secured by marketable securities,
real estate loans (including related purchase commitments) commodities or other financial products and (B) incurred in the ordinary course of business and (ii) borrowings by foreign Regulated Subsidiaries in connection with clearing or
posting of margin requirements in the ordinary course of business; 
 (f) endorsement of items for deposit or collection of
commercial paper received in the ordinary course of business; 
 (g) intercompany Indebtedness permitted under
Section 7.02; 
 (h) obligations to purchase or redeem Equity Interests held by current or former partners,
officers, directors, employees, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business; 

(i) Indebtedness, including Indebtedness incurred in connection with stock lending transactions, secured solely by shares of
Intercontinental Exchange Inc. or NASDAQ held by the BorrowerBGC or its Subsidiaries at any time; provided that such Indebtedness shall be at








 
customary advance rates and shall not exceed an aggregate principal amount equal to the underlying value of the shares securing such Indebtedness (the value of such shares to be determined as of
the date such Indebtedness is incurred); 
 (j) Indebtedness of
NewmarkSpinCo and its Subsidiaries (i) pursuant to the Mirror Debt, (ii) to the extent the proceeds
thereofof such Indebtedness are used to pay outstanding amounts under the Term Loan Facility and (iii) subject
to the terms of Section 2.05(b)(i) and Section 6.14, to the extent that at the time of (and after giving effect to) the incurrence of such Indebtedness, the Newmark Leverage Ratio does not exceed 2.50:1.00; 







 (k) Indebtedness in the form of (i) any “bad boy guaranties”
(including any related environmental indemnity) provided in connection with real estate financings of Affiliates and (ii) Guarantees by Berkeley Point to Fannie Mae under the Delegated Underwriting and Servicing Program and/or Freddie Mac under
the Targeted Affordable Housing Program in respect of loss sharing arrangements, in each case in the ordinary course of business; and 

(l) other unsecured Indebtedness in an aggregate principal amount not to exceed the difference of $40,000,000 less, without
duplication, any Liens incurred pursuant to Section 7.01(t). 
 7.4 Fundamental Changes. 

Merge, dissolve, liquidate or consolidate with or into another Person, except that (a) the
BorrowerBGC may merge or consolidate with any of its Subsidiaries (other than SpinCo if it is a Loan Party); provided that the
BorrowerBGC shall be the continuing or surviving Person, (b) any Subsidiary may be merged or consolidated with or into any other Subsidiary; provided that if such merger or
consolidation is with respect to a Subsidiary that is a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation,
but in any case if SpinCo is a party to such transaction while it is a Loan Party, SpinCo shall be the continuing or surviving Person, (c) the
BorrowerBGC or any of its Subsidiaries may merge or consolidate with any other Person; provided that (i) if the
BorrowerBGC is a party to such transaction, the BorrowerBGC is the continuing or surviving Person and
(ii) if such Subsidiary is a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or
consolidation, but in any case if SpinCo is a party to such transaction while it is a Loan Party, SpinCo shall be the continuing or surviving Person and (d) any Subsidiary (other than a
Loan Party) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect. 

7.5 Dispositions. 

Make any Disposition except: 

(a) Dispositions consisting of sales of marketable securities, loans, loan servicing rights, commodities, forwards, futures,
derivatives and other assets in connection with trading, market making activities, loan origination and securitization, structured products and other financial services activities, and real estate businesses, in each case in the ordinary course of
business; 
 (b) Dispositions by (i) any Subsidiary of the
BorrowerBGC to the BorrowerBGC or any other Subsidiary and (ii) the
BorrowerBGC to any, direct or indirect, wholly-ownedwholly owned Subsidiary of the
BorrowerBGC; 







 (c) Dispositions of shares of Intercontinental Exchange Inc. and NASDAQ held by
the BorrowerBGC or its Subsidiaries at any time; 

(d) Dispositions of Equity Interests of
NewmarkSpinCo pursuant to an initial public offering which may result in NewmarkSpinCo becoming
a less than wholly-owned Subsidiaries of the BorrowerSubsidiary of BGC and/or the issuance of additional Equity Interests of
NewmarkSpinCo; and 







 (e) Dispositions (in addition to the Dispositions permitted by clauses (a), (b), (c) and (d)
above) so long as the aggregate net book value of all of the assets sold or otherwise disposed of by the Loan Parties and their Subsidiaries in all such transactions shall not exceed, (i) during the period from the Closing Date until the date
the 2017 annual financial statements are delivered pursuant to Section 6.01(a), 30% of Consolidated EBITDA calculated based on the annual financial statements of the
BorrowerBGC as of December 31, 2016 less any Dispositions (other than Dispositions of the type permitted by clauses (a), (b), (c) and (d) above) made from
January 1, 2017 through and including the Closing Date and (ii) thereafter, during each period commencing on the day following the date of delivery of annual financial statements pursuant to Section 6.01(a) and ending on the
next date of delivery of annual financial statements pursuant to Section 6.01(a) in the following year, 30% of Consolidated EBITDA calculated based on the most recent annual financial statements delivered pursuant to
Section 6.01(a). 
 7.6 Restricted Payments. 

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: 

(a) each Subsidiary may declare and make Restricted Payments to the
Borrowera Loan Party or otherwise in accordance with its Organizational Documents; 

(b) theeach Borrower and each of its Subsidiaries
may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; and 

(c) theeach Borrower and each of its Subsidiaries
may declare and make Restricted Payments if, immediately before and after giving effect thereto, (i) no Event of Default shall have occurred and be continuing and (ii) the
BorrowerBGC is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto. 

Notwithstanding the above, as long as any amounts are owed under the Term Loan Facility,
or the Acquisition Term Loan, no Borrower shall not be able to make any Restricted Payments described in clauses
(a)-(c) above other than (A) regular common dividends consistent with past practices, (B) share repurchases, redemptions, exchanges and other payments in connection with compensation plans or arrangements or from
current or former employees and partners or their estates or from directors, consultants or charities, in each case as intended to manage share count and consistent with historic practices, (C) Restricted Payments payable
solely in Equity Interests, (D) share repurchases, redemptions, exchanges and other payments in amounts and at times corresponding generally to equity issuances pursuant to
thesuch Borrower’s at-the-market controlled equity offering program (at the market shelf) and (E) other Restricted Payments in the ordinary course not to exceed,
in the aggregate, $25,000,000. 
 7.7 Change in Nature of Business. 







 Engage in any business or activity that is not an Eligible Line of Business; provided that the
foregoing shall not apply to Investments permitted pursuant to Section 7.02(h). 
 7.8 Transactions with
Affiliates. 
 Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person, that is less
favorable than could be obtained in a similar transaction with a non-affiliate, other than (1) any transaction approved by the Borrower’s audit committee, (2) any transaction with an 







 Affiliate that is consolidated with the Borrower under GAAP, (3) management fees, employee benefit
arrangements or indemnification programs pertaining to limited or general partners of the Borrower or any of its Subsidiaries entered into in the ordinary course of business or approved by the Borrower’s board of directors,
(4) transactions existing on the Closing Date and set forth on Schedule 7.08 and (5) any transaction that does not, individually, exceed $500,000. 

7.9 Burdensome Agreements. 

Enter into, or permit to exist, any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts the ability of any such
Person to (i) make Restricted Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) transfer any of its property to the any Loan Party,
(v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges,
refundings or extension thereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters referred to in clauses (i) through (v) above) for (1) this Agreement and the other Loan Documents,
(2) any document or instrument governing Indebtedness incurred pursuant to Section 7.03(ec), provided that any such restriction contained therein
relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to
the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of such sale,
(5) customary provisions in joint venture agreements and other similar agreements, (6) customary provisions restricting assignment contained in leases, subleases, licenses and other agreements
and, (7) any agreement or other instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not
created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired and (8) customary restrictions and conditions contained in any
agreement entered into in connection with any Indebtedness permitted under Section 7.03(e), (j) or (k). 
 7.10
Use of Proceeds. 
 Use the proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally
incurred for such purpose, except, in the case of any Regulated Subsidiary, in compliance with Regulation U, T and X of the FRB. 
 7.11
Financial Covenants. 
 Permit: 







 (a) Consolidated Leverage Ratio. The Consolidated Leverage Ratio,
(i) as of the last day of the fiscal quarter ending September 30, 2017, to be greater than 3.50:1.00, (ii) as of the last day of the fiscal quarter ending December 31, 2017, to be greater than 3.375:1.00 and (iii) as of the last
day of the fiscal quarter ending March 31, 2018 and as of the last day of any fiscal quarter of the BorrowerBGC thereafter, to be greater than 3.25:1.00. 







 (b) Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio, as of
the last day of any fiscal quarter of the BorrowerBGC, to be less than 4.00:1.00. 

(c) Consolidated Net Worth. Consolidated Net Worth at any time to be less than the 

sum of (i) $580,000,000 plus (ii) an amount equal to (x) the Step Up Percentage multiplied by (y) the Net Cash Proceeds
received by the BorrowerBGC or its Subsidiaries from the issuance and sale of Equity Interests of the
BorrowerBGC or any of its Subsidiaries after the Closing Date, other than Equity Issuances pursuant to the Borrower’s at-the-market controlled equity offering program (at the
market shelf) intended to offset share repurchases, redemptions, exchanges and other payments in connection with compensation plans or arrangements or from current or former employees and partners or their estates or from directors, consultants or
charities, in each case consistent with historic practices. For purposes of this Section 7.11(c), the Step Up Percentage shall equal 75%, with respect to the first $400 million in Net Cash Proceeds received, and 50% with respect to any
Net Cash Proceeds received in excess of $400 million. 
 (d) (d) Net
Excess Capital. Net Excess Capital with respect to all Broker-Dealer Subsidiaries at any time to be less than $185,000,000. 

(e) Newmark Leverage Ratio. Subsequent to the first date that SpinCo incurs
Indebtedness pursuant to Section 7.03(j)(iii), the Newmark Leverage Ratio, as of the last day of any fiscal quarter of SpinCo after such incurrence of Indebtedness, to be greater than 2.50:1.00. 

7.12 Fiscal Year. 

Permit the Borrower to changeChange its fiscal year from its
present ending on December 31 of each year or permit any Subsidiary to change its fiscal year except as necessary for a Subsidiary to align its fiscal year with
the BorrowerBGC. 
 7.13
Sanctions. 
 Use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or
otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of
Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, an Arranger, Administrative Agent or otherwise) of Sanctions. 

7.14 Anti-Corruption Laws. 







 Use the proceeds of any Credit Extension for any purpose which would breach the United States
Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions. 

ARTICLE VIII 
 EVENTS OF
DEFAULT AND REMEDIES 
 8.1 Events of Default. 

Any of the following shall constitute an Event of Default: 







 (a) Non-Payment. Any Loan Party fails to pay (i) when and as required
to be paid herein, any amount of principal of any Loan, or (ii) within three days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount
payable hereunder or under any other Loan Document; or 
 (b) Specific Covenants. Any Loan Party fails to perform or
observe any term, covenant or agreement contained in (i) Section 6.01 or 6.02 and such failure continues for five Business Days or (ii) any of Section 6.03(a); solely with respect to the Loan Parties,
6.05(a), 6.10 or 6.11 or Article VII; or 
 (c) Other Defaults. Any Loan Party fails to
perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of 

(i) the date on which such failure shall first become known to a Responsible Officer of the Borrower or (ii) written
notice thereof is given to a Responsible Officer of the Borrower by the Administrative Agent; or 
 (d) Representations
and Warranties. Any representation, warranty, certification or statement of face made or deemed made by or on behalf of a Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
untrue in any material respect (other than those representations and warranties that are qualified by materiality or Material Adverse Effect, in which case in any respect) when made or deemed made; or 

(e) Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000
(A) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including drawn and outstanding
amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension,
amendment or waiver), fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any 







 
event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension,
amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is 







 
greater than the Threshold Amount or (iii) any Event of Default occurs and is continuing under the Term Loan Facility (as defined therein); or 

(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary of a Loan Party with a net worth in
excess of $10,000,000 institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary of a Loan
Party with a net worth in excess of $10,000,000 becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty days after its issue or levy; or 

(h) Judgments. There is entered against any Loan Party or any Subsidiary of a Loan Party
with a net worth in excess of $10,000,000 one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage), and, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty
(30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would
reasonably be expected to result in liability of any Loan Party or any Subsidiary under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount; provided, however,
that, for purposes of determining whether withdrawal liability associated with a Multiemployer Plan is in excess of the Threshold Amount, only the maximum annual withdrawal liability payment amount pursuant to Section 4219(c) of ERISA shall be
taken into account, as opposed to the total aggregate withdrawal liability assessed, or (ii) any Loan Party, any Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 







 (j) Invalidity of Loan Documents. Any provision of any Loan Document, at
any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person
contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any 







 
or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any Loan Document. 

8.2 Remedies Upon Event of Default. 

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions: 
 (a) declare the commitment of each Lender to make Loans to be
terminated, whereupon such commitments and obligation shall be terminated; 
 (b) declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived by the Borrower; 
 (c) exercise on behalf of itself and the Lenders all rights and
remedies available to it, the Lenders under the Loan Documents or applicable Law or at equity; 
 provided, however, that upon the occurrence
of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, without further act of the Administrative Agent or any Lender. 

8.3 Application of Funds. 

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and
payable as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.15, be applied by the Administrative Agent in the following order: 

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







 Second, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Article III), ratably among them in proportion to the
respective amounts described in this clause Second payable to them; 
 Third, to payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 

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







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

ADMINISTRATIVE AGENT 
 9.1
Appointment and Authority. 
 Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and no Loan Party shall have rights as a third party beneficiary of any
of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

9.2 Rights as a Lender. 

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

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

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







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







 
automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to
disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any
capacity. 
 Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the
Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed
not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender. 

Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document and (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent. 
 9.4 Reliance by Administrative
Agent. 
 The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not
incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person,
and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender 







 
prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

9.5 Delegation of Duties. 







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

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

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof,
the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal
shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 
 (c) With effect from the
Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for
any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each
Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. 







 
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation
Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its 







 
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the
other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. 

9.7 Non-Reliance on Administrative Agent and Other Lenders. 

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 
 9.8
No Other Duties; Etc. 
 Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers,
syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or as a Lender
hereunder. 
 9.9 Administrative Agent May File Proofs of Claim. 

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the
Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the
whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and
the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and 







 (b) to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable 







 
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and
11.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding. 
 9.10 Guaranty Matters. 

Each of the Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty
(other than BGC) if (i) the Borrower requests such release, (ii) such Guarantor is not required to Guarantee the Obligations pursuant to Section 6.12
and, (iii) no Default exists or would result from such release and (iv) if the Guarantor being released is SpinCo, both the Term Loan Facility and the Acquisition
Term Loan have been paid in full. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 9.10. 

9.11 ERISA. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments, 
 (ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 







 
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is
applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this
Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of








 
PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement, or 
 (iv) such other
representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arrangers and their respective
Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that: 
 (i)
none of the Administrative Agent or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent
under this Agreement, any Loan Document or any documents related to hereto or thereto), 
 (ii) the Person making the
investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and
is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3- 21(c)(1)(i)(A)-(E), 

(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of
the Obligations), 
 (iv) the Person making the investment decision on behalf of such Lender with respect to the entrance
into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is








 
responsible for exercising independent judgment in evaluating the transactions hereunder, and 

(v) no fee or other compensation is being paid directly to the Administrative Agent or the Arrangers or any their respective
Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement. 

(c) The Administrative Agent and the Arrangers hereby informs the Lenders that each such Person is not undertaking to provide
impartial investment advice, or to give advice in a 







 
fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an
Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid
for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees,
arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

ARTICLE X 
 GUARANTY 

10.1 The Guaranty. 

Each of the Guarantors hereby jointly and severally guarantees to each Lender and each other holder of Obligations as hereinafter provided, as
primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of
the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without
any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. 

Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the
Obligations, the obligations of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor
Relief Laws. 
 10.2 Obligations Unconditional. 

The obligations of the Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations,
and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise 







 
constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be
absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under
this Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest








 
extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as
described above: 
 (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or
compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; 
 (b) any of
the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations shall be done or omitted; 

(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or
amended in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in
whole or in part or otherwise dealt with; or 
 (d) any of the Obligations shall be determined to be void or voidable
(including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). 

With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all
notices whatsoever, and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the
Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations. 
 10.3
Reinstatement. 
 The obligations of each Guarantor under this Article X shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any Debtor Relief
Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel) incurred
by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any Debtor Relief Law. 







 10.4 Certain Additional Waivers. 

Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of
rights of subrogation pursuant to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06. 

10.5 Remedies. 

The Guarantors agree that, to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and
the other holders of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 10.02 (and shall be deemed to have become automatically due and payable in the circumstances
specified in Section 







 
10.02) for purposes of Section 10.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming
automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other
Person) shall forthwith become due and payable by the Guarantors for purposes of Section 10.01. 
 10.6 Rights of
Contribution. 
 The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment (as
defined below), such Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Guarantor
under this Section 10.06 shall be subordinate and subject in right of payment to the Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated, and none of the Guarantors shall exercise any
right or remedy under this Section 10.06 against any other Guarantor until such Obligations have been paid-in-full and the Commitments have terminated. For purposes of this Section 10.06, (a) “Excess
Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations; (b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed
as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the
Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided,
however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a
Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution
Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair
salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating
the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the
financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of
subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations. 

10.7 Guarantee of Payment; Continuing Guarantee. 







 The guarantee in this Article X is a guaranty of payment and not of collection, is a
continuing guarantee, and shall apply to the Obligations whenever arising. 







 10.8 Appointment of Borrower. 

Each of the Guarantors hereby appoints the BorrowerBGC to act as
its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the
BorrowerBGC may execute such documents and provide such authorizations on behalf of such Guarantor as the
BorrowerBGC deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document and/or authorization executed on its behalf,
(b) any notice or communication delivered by the Administrative Agent or a Lender to the BorrowerBGC shall be deemed delivered to each Guarantor and (c) the
Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the BorrowerBGC on behalf of
each of the Guarantors. 
 ARTICLE XI 

MISCELLANEOUS 
 11.1
Amendments, Etc. 
 No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any
departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that 

(a) no such amendment, waiver or consent shall: 

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default or a mandatory reduction in Commitments is not
considered an extension or increase in Commitments of any Lender); 
 (ii) postpone any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender
entitled to receive such payment or whose Commitments are to be reduced; 
 (iii) reduce the principal of, or the rate of
interest specified herein on, any Loan, or any fees (other than pursuant to a fee letter separate from this Agreement in which all the Lenders are not a party thereto) or other amounts payable hereunder or








 
under any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that only the consent of the Required Lenders shall be
necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined term used therein) even if
the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder; 







 (iv) change Section 8.03 or Section 2.13 in a manner
that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; 

(v) change any provision of this Section 11.01(a) or the definition of “Required Lenders” without the written
consent of each Lender directly affected thereby; 
 (vi) release
thea Borrower or BGC or SpinCo as a Guarantor without the consent of each Lender, or, except in connection with
a transaction permitted under Section 7.04 or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose Obligations are guarantied thereby, except 

(A) to the extent such release is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent
acting alone); or and (B) to the extent the Term Loan Facility and the Acquisition Term Loan have been paid in full, SpinCo shall be automatically released as a Loan Party
in all respects and BGC shall be released as a Guarantor of the Obligations with respect to the Acquisition Term Loan; or 

(b) unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; 
 provided, further, that notwithstanding anything to the contrary
herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United
States supersedes the unanimous consent provisions set forth herein and (ii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such
determination shall be binding on all of the Lenders. 
 No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects such
Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender. 
 Any amendment
entered into in order to effectuate an increase in the Aggregate Revolving Commitments, in accordance with Section 2.01(b), shall only require the consent of the Lenders 







 
providing such increase as long as the purpose of such amendment is solely to incorporate the appropriate provisions for such increase. 

Notwithstanding any provision herein to the contrary the Administrative Agent and the Borrower may amend, modify or supplement this Agreement or any other Loan
Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such
Loan Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five
Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the 







 
Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. 

11.2 Notices; Effectiveness; Electronic Communications. 

 

	 	(a)	Notices Generally. Except in the case of notices and other communications 


expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 
 (i) if to any Loan Party
or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and 

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information
relating to the Borrower). 
 Notices and other communications sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as
provided in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to
notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may each, in
its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or
communications. 







 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the
normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 







 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE 
 BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan
Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet. 

(d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or
telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower
and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number
and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s
compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that
may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities Laws. 

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







 11.3 No Waiver; Cumulative Remedies; Enforcement. 

No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or 







 
privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder
and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the
rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to
the terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 
 11.4 Expenses; Indemnity;
Damage Waiver. 
 (a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out of
pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the syndication of the credit facilities provided for
herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated) and (ii) all out of pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in
connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such
out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that SpinCo shall only responsible for such expenses for so long as it is a
Loan Party. 
 (b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent
(and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and 







 
shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any Person (including any Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the 







 
consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this
Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an Indemnitee for breach of such Indemnitee’s obligations hereunder or under
any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise from a dispute solely among Indemnitees (other than the
Administrative Agent or any Arranger acting in its capacity as such) at a time when the Loan Parties have not breached its obligations hereunder in any material respect and does not arise out of an act or omission by any Loan Party. Without limiting
the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c) Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent
(or any such sub- agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total
Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be,
was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such
capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto shall
assert, and each such party hereby waives, and acknowledges that no other Person shall have, any claim on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided that nothing
contained in this clause (d)







 
shall relieve the Loan Parties of any obligation it may have to indemnify an Indemnitee to against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third
party claim. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such 







 
Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby. 
 (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days
after demand therefor. 
 (f) Survival. The agreements in this Section and the indemnity provisions of
Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

11.5 Payments Set Aside. 

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

 11.6 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding
upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder
without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection
(b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection
(e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, 







 
Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by
Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan 







 
Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

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

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (for the avoidance of doubt, any assignment must assign the same amount of outstanding
Acquisition Term Loan held by such assigning Lender and Revolving Commitment held by such assigning Lender). 
 (iii)
Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 

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







 (B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of any unfunded Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment subject to such assignment, an Affiliate of such Lender or an Approved
Fund with respect to such Lender; and 
 (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, 







 
however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (v) No Assignment to Certain
Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or (D) any Disqualified
Institution. 
 (vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any
Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in
accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

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







 purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section. 
 (c) Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the 







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

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative
Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Disqualified Institution, a Defaulting Lender or the
Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or
the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of
doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to
any amendment, waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to
the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the
provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any
participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with
respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to
Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in 







 
the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of
the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to
the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other 







 
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 
 (e)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. 
 11.7 Treatment of Certain Information; Confidentiality. 

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap,
derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any
Loan Party or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the
credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement to market
data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement (including information about this Agreement that is customarily provided
to such parties), the other Loan Documents, and the Commitments. 







 For purposes of this Section, “Information” means all information received from
a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by such Loan Party or any Subsidiary, provided that, in the case of information received from a Loan Party or any Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its 







 
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

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

If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other
Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Loan Party may
be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such
payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and application. 
 11.9 Interest Rate Limitation.

 Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents
shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary








 
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder. 
 11.10 Counterparts; Integration; Effectiveness. 

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall 







 constitute a single contract. This Agreement and the other Loan Documents and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be
effective as delivery of a manually executed counterpart of this Agreement. 
 11.11 Survival of Representations and
Warranties. 
 All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied. 
 11.12
Severability. 
 If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating
to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited. 

11.13 Replacement of Lenders. 

If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender
or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the
related Loan 







 
Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in
Section 11.06(b); 
 (b) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it 







 
hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees)
or the Borrower (in the case of all other amounts); 
 (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 

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

(e) in the case of an assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent. 
 A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

11.14 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET
FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS
EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN 







 
RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR
IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING 







 
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

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

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

11.15 Waiver of Jury Trial. 

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

11.16 No Advisory or Fiduciary Responsibility. 

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by
the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand,
(B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to 







 the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and
(B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth
herein and in the other 







 
Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the
fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby. 
 11.17 Electronic Execution of Assignments and Certain Other
Documents. 
 The words “delivery,” “execute,” “execution,” “signed,” “signature,” and
words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by
the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent nor any Lender is under any obligation to agree to accept electronic
signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any
electronic signature shall be promptly followed by such manually executed counterpart. 
 11.18 USA PATRIOT Act Notice. 

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act.
The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations
under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 
 11.19
Acknowledgment and Consent to Bail-In of EEA Financial Institutions. 
 Notwithstanding anything to the contrary in any Credit
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such








 
liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

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







 (b) the effects of any Bail-in Action on any such liability, including, if
applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Credit Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written. 
  

					
	BORROWER:	 		 	BGC PARTNERS, INC.,
		 		 	a Delaware corporation
			
		 		 	By:                                     
   
		 		 	Name:
		 		 	Title:









					
	ADMINISTRATIVE	 		 	
			
	AGENT:	 		 	BANK OF AMERICA, N.A.,
			
		 		 	as Administrative Agent
			
		 		 	By:                                     
                       
		 		 	Name:
		 		 	Title:
			
	LENDERS:	 		 	BANK OF AMERICA, N.A.,
			
		 		 	as a Lender
			
		 		 	By:                                     
                       
		 		 	Name:
		 		 	 Title:
  

		 		 	 GOLDMAN SACHS BANK USA,
 as a
Lender

			
		 		 	By:                                     
                       
		 		 	Name:
		 		 	Title:
			
		 		 	CITIBANK, N.A.,

  








			
	        	 	as a Lender
		
		 	By:                                     
                                         
                          
		 	Name:
		
		 	Title:
		
		 	PNC BANK, NATIONAL ASSOCIATION,
		
		 	as a Lender
		
		 	By:                                     
                                         
                          
		 	Name:
		
		 	Title:
		
		 	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH,
		
		 	as a Lender
		
		 	By:                                     
                                         
                          
		 	Name:
		
		 	Title:








 Exhibit 2.02 

FORM OF LOAN NOTICE 

Date:                    
,         
 To: Bank of America, N.A., as Administrative Agent 

Ladies and Gentlemen: 
 Reference is made to
that certain Credit Agreement, dated as of September 8, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein
as therein defined), among BGC Partners, Inc., a Delaware corporation (the “Borrower”), Newmark Group, Inc., a Delaware corporation, the Guarantors from time to
time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. 
 The
undersigned hereby requests (select one): 
 ☐ A Borrowing of Loans 

☐ A conversion or continuation of Loans 

1. On
                    (a BUSINESS DAYbusiness day). 

2. In the amount of
$                     . 

3. Comprised
of                         . 

[TYPEtype of Loan requested] 

4. For Eurodollar Rate Loans: with an Interest Period of         months. 







 [With respect to such Borrowing, the Borrower hereby represents and warrants that (i) such
request complies with the requirements of Section 2.01 of the Credit Agreement and (ii) each of the conditions set forth in Section 4.02 of the Credit Agreement has been satisfied on and as of the date of such
Borrowing.] 
  

			
	BGC PARTNERS, INC.
		
	By:	 	                                      
                                      
	Name:	 	                                      
                                      
	Title:	 	                                      
                                      


  

			
	NEWMARK GROUP, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 Exhibit 2.05 

FORM OF NOTICE OF LOAN PREPAYMENT 

TO: Bank of America, N.A., as Administrative Agent 
  

	RE:	Credit Agreement dated as of September 8, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being
used herein as therein defined), among BGC Partners, Inc., a Delaware corporation (the “Borrower”), Newmark Group, Inc., a Delaware corporation, the Guarantors
from time to time party thereto, the Lenders party thereto and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit
Agreement. 

 DATE: [Date] 

The Borrowerundersigned hereby notifies the Administrative Agent
that on                         1 

pursuant to the terms of Section 2.05 of the Credit Agreement, the
Borrowerundersigned intends to prepay the following Loans as more specifically set forth below: 

Voluntary prepayment in the following amount(s): 

☐  Eurodollar Rate Loans:
$                             2 

      Applicable Interest
Period:                             

☐  Base Rate Loans:
$                                     3 







 Delivery of an executed counterpart of a signature page of this notice by fax
transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 

	1 	Specify date of such prepayment. 


	2 	Any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or if less, the entire principal amount thereof outstanding). 


	3 	Any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding). 








 
			
	BGC PARTNERS, INC.,
	
	 a Delaware corporation

		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

			
	NEWMARK GROUP, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 Exhibit 2.11 

FORM OF NOTE 

                       
 , 20         
 FOR VALUE RECEIVED, the undersigned (the
“Borrower”), hereby promises to pay to
                                or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower
(or assumed by the Lender) under that certain Credit Agreement, dated as of September 8, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower,BGC Partners, Inc., Newmark Group, Inc., the
Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. 

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after
judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is one of the Notes referred to in the Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.








 
			
	BGC PARTNERS, INC.
		
	By:	 	                                      
                                      
	Name:	 	                                      
                                      
	Title:	 	                                      
                                      


  

			
	NEWMARK GROUP, INC.
	
	By:
	Name:
	Title:	 	                                      
                                      









 EXHIBIT 3.01-A 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 8, 2017 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among BGC Partners, Inc., a Delaware corporation (the “Borrower”), Newmark Group, Inc., a Delaware corporation,
the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. 
 Pursuant to the
provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is
providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of
thea Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to
thea Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. 

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BENE
(or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and
(2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement. 








			
	[NAME OF LENDER]
		
	By:	 	                                      
                                      
		
	Name:	 	                                      
                                      
		
	Title:	 	                                      
                                      
		
	Date:	 	                    , 20        








 EXHIBIT 3.01-B 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 8, 2017 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among BGC Partners, Inc., a Delaware corporation (the “Borrower”), Newmark Group, Inc., a Delaware corporation,
the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. 
 Pursuant to the
provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of thea Borrower within the meaning
of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to thea Borrower as described in
Section 881(c)(3)(C) of the Internal Revenue Code. 
 The undersigned has furnished its participating Lender with a certificate of its
non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender
in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of
the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	                                      
                                      
		
	Name:	 	                                      
                                      
		
	Title:	 	                                      
                                      
		
	Date:	 	                    , 20        








 EXHIBIT 3.01-C 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 8, 2017 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among BGC Partners, Inc., a Delaware corporation (the “Borrower”), Newmark Group, Inc., a Delaware corporation,
the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. 
 Pursuant to the
provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such participation, 
 (iii) with respect such participation, neither the undersigned nor any of its
direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of
its direct or indirect partners/members is a ten percent shareholder of thea Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and
(v) none of its direct or indirect partners/members is a controlled foreign corporation related to thea Borrower as described in Section 881(c)(3)(C) of the
Internal Revenue Code. 
 The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following
forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from
each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made
to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 








			
	[NAME OF PARTICIPANT]
		
	By:	 	                                      
                                      
		
	Name:	 	                                      
                                      
		
	Title:	 	                                      
                                      
		
	Date:	 	                    , 20        








 EXHIBIT 3.01-D 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of September 8, 2017 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among BGC Partners, Inc., a Delaware corporation (the “Borrower”), Newmark Group, Inc., a Delaware corporation,
the Guarantors identified therein, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent. 
 Pursuant to the
provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this
certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or
any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of thea Borrower within the
meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to
thea Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. 

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W- 8IMY accompanied by one of the following forms from
each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable)from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 








			
	[NAME OF LENDER]
		
	By:	 	                                      
                                      
		
	Name:	 	                                      
                                      
		
	Title:	 	                                      
                                      
		
	Date:	 	                    , 20        








 Exhibit 6.02 

FORM OF COMPLIANCE CERTIFICATE 

For the fiscal period ended
                    , 20     . 

I,                     , [Title] of BGC
PARTNERS, INC. (the “BorrowerBGC”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit
Agreement dated as of September 8, 2017 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among
the BorrowerBGC, Newmark Group, Inc., a Delaware corporation, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent: 

 

	 	(a)	The company-prepared financial statements which accompany this certificate are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis, subject to
changes resulting from normal year- end audit adjustments. 

  

	 	(b)	Since (the date of the last similar certification, or, if none, the Closing Date) no Default or Event of Default has occurred under the Credit Agreement; 


 

	 	(c)	(select one): 

  

	 	☐	Attached hereto is a supplement to Schedule 5.11 (Loan Parties and Subsidiaries) of the Credit Agreement, such that, as supplemented, such Schedule is accurate and complete as of the date hereof.


  

	 	☐	No such supplement is required at this time. 

 Delivered herewith are detailed calculations
demonstrating compliance by the Loan Parties with the financial covenants contained in Section 7.11 of the Credit Agreement as of the end of the fiscal period referred to above. 

This                 day of
                , 20     . 







 
			
	BGC PARTNERS, INC.
		
	By:	 	  

	Name: Title:	 	









 Attachment to Officer’s Certificate 

Computation of Financial Covenants 







 Exhibit 6.12 

FORM OF JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (the “Agreement”), dated as of
                    , 20     , is by and between
                    , a                    (the
“Subsidiary”), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restated or supplemented from time to time, the “Credit
Agreement”), dated as of September 8, 2017, by and among BGC PARTNERS, INC., a Delaware corporation (the “Borrower”),
NEWMARK GROUP, INC., a Delaware corporation, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All of the defined terms in the Credit Agreement are
incorporated herein by reference. 
 The Loan Parties are required by Section 6.12 of the Credit Agreement to cause the
Subsidiary to become a “Guarantor”. 
 Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent, for the
benefit of the Lenders: 
 1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the
Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this
paragraph 1, the Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. 

2. The address of the Subsidiary for purposes of all notices and other communications
is                     ,                     ,
Attention of (Facsimile No.                     ). 

3. The Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Subsidiary under Article X
of the Credit Agreement upon the execution of this Agreement by the Subsidiary. 
 4. This Agreement may be executed in two or more
counterparts, each of which shall 







 
constitute an original but all of which when taken together shall constitute one contract. 

5. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York. 







 IN WITNESS WHEREOF, the Subsidiary has caused this Joinder Agreement to be duly executed by its
authorized officers, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

			
	[SUBSIDIARY]
		
	By:	 	 
	 Name:
 Title:



 
			
	
	Acknowledged and accepted:
	
	 BANK OF AMERICA, N.A.,
  

as Administrative Agent



 
			
		
	By:	 	 
	 Name:
 Title:










 Exhibit 11.06(b) 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to
them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered
pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, Guarantees included in such
facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor. 
  

					
	1.	  	Assignor:	  	[Assignor [is][is not] a Defaulting Lender.]
			
	2.	  	Assignee:	  	
                          
                                      

[and is an Affiliate/Approved Fund of [identify Lender]4]

			
	3.    	  	BorrowerBorrowers:	  	BGC Partners, Inc., a Delaware corporation and Newmark Group, Inc., a Delaware corporation
			
	4.	  	Agent:	  	 Bank of America, N.A., as the administrative agent under the Credit

Agreement

			
	5.	  	Credit Agreement:	  	Agreement dated as of September 8, 2017 among the BorrowerBGC









					
		  		  	Partners, Inc., Newmark Group, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent

 6.         Assigned Interest: 

 

							
	Facility        	 	 	 	 	 	 

  

	4 	Select as applicable. 









							
	 Assigned5
	  	 Aggregate Amount

of Commitment/Loans for
 all
Lenders
	  	Amount of
Commitment/Loans
Assigned*	  	Percentage
Assigned of
Commitment/Loans6
		  	$	  	$	  	%
		  	$	  	$	  	%
		  	$	  	$	  	%

 [7.     Trade Date:
                    ]7 

Effective Date:                     , 20
[TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth
in this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
	By:	 	  

	 Title: 
  

ASSIGNEE
  

	 [NAME OF ASSIGNEE]
  

	By:	 	  

	Title:	 	










	
	 [Consented to and]8 Accepted:

BANK OF AMERICA, N.A. as
  

	Agent

  

	5 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”) 


	*	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	6 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	7 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


	8 	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 









			
	By	 	  

	Title:	 	
	
	BGC PARTNERS, INC.
		
	By	 	  

	Title:	 	








 ANNEX 1 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made
in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document. 
 1.2 Assignee. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets the requirements to be an assignee under Section 11.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned
Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 







 The Assignee represents and warrants as of the Effective Date to the Administrative Agent, the Assignor and the
respective Affiliates of each, and not, for the avoidance of doubt, for the benefit of the Borrowers or any other Loan Party, that (i) the Assignee is not and will not be (A) an employee benefit plan subject to Title I of ERISA; (B) a
plan or account subject to Section 4975 of the Code; or (C) a “governmental 







 
plan” within the meaning of ERISA; and (ii) the assets used by such Lender’s Commitment do not include “plan assets” of any such plans or accounts for purposes of ERISA
or the Code. 
 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 








 Exhibit 11.06(b)(iv) 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 

[Request appropriate Form from Administrative Agent]