Existing Credit Agreement Superseded. This Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this [Section 11.25]. On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Credit Agreement and the Notes; provided, however, that # any of the “Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Credit Agreement, be Loans hereunder # this Credit Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrowers; and # the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Loan Lenders’ interests in the Revolving Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Loan Lender’s applicable Revolving Loan Commitment, and the Revolving Loan Lenders shall make such purchases of Revolving Loans from each other as are necessary to effect such reallocation. On the Closing Date, # the loan commitments of each Lender that is a party to the Existing Credit Agreement but is not a party to this Credit Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting Lender will not become a Lender under this Credit Agreement, # each Person listed on [Exhibit 1.1](a) attached to this Credit Agreement shall be a Revolving Loan Lender under this Credit Agreement with the applicable Revolving Loan Commitment set forth opposite its name on such [Exhibit 1.1](a), and (C) each Person listed on [Exhibit 1.1](b) attached to this Credit Agreement shall be an Issuing Lender with the LOC Commitment set forth opposite its name on such [Exhibit 1.1](b).

Existing Credit Agreement Superseded. This Credit Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 11.24. On the Effective Date, the rights and obligations of the parties under each of the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Credit Agreement and the Notes issued hereunder; provided however, that any of the “Obligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Credit Agreement, be Obligations hereunder. Each outstanding Loan (as defined in the Existing Credit Agreement) of a Lender shall be deemed to be a Loan hereunder and credited against such Lender’s obligation to make a Loan under Section 2.01 on the Effective Date all as

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this Section 10.18. On the Closing Date, # the Dollar Term Loans outstanding under the Existing Credit Agreement and the Revolving Loans outstanding under the Existing Credit Agreement shall become Dollar Term Loans and Revolving Loans hereunder, respectively, # the rights and obligations of the parties under each of the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (ii) any of the “Obligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Obligations hereunder, # this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; # the Obligations incurred under each of the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and # the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no

Existing Credit Agreement. Receipt by the Administrative Agent of evidence that all obligations under that certain Credit Agreement dated as of September 8, 2017 among the Borrower, Newmark, the guarantors party thereto, the lenders party thereto and [[Administrative Agent:Organization]], as administrative agent, have been paid in full and all commitments thereunder terminated.

Existing Credit Agreement. Prior to or substantially simultaneously with the Restatement Effective Date, the Company shall have repaid all outstanding loans, unpaid interest thereon and all fees and expenses owed thereunder.

Existing Credit Agreement. The Borrowers shall have delivered to the Administrative Agent an executed payoff letter with respect to # the credit facility among certain of the Credit Parties and PNC Bank, and # the credit facility among certain of the Credit Parties and Comerica Bank, and, in each case, shall have terminated such agreement which termination shall be deemed to have occurred upon payment in full of all of the Indebtedness (other than any terms that expressly provide the termination thereof) outstanding thereunder and termination of the commitments established therein.

Existing Credit Agreement Superseded. This Agreement shall supersede the Existing Credit Agreement in its entirety, except as provided in this [Section 10.18]. On the Closing Date, # the Dollar Term Loans outstanding under the Existing Credit Agreement and the Revolving Loans outstanding under the Existing Credit Agreement shall become Dollar Term Loans and Revolving Loans hereunder, respectively, # the rights and obligations of the parties under each of the Existing Credit Agreement and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided however, that for purposes of this clause (ii) any of the “Obligations” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall, for purposes of this Agreement, be Obligations hereunder, # this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; # the Obligations incurred under each of the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; and # the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Lenders or the Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Lenders’ interests in such Obligations, and participations in such Letters of Credit, shall be reallocated on the Closing Date in accordance with each Lender's applicable Revolving Percentages and Dollar Term Percentages. On the Closing Date, # the “Revolving Commitment” and “Dollar Term Commitment” (as defined in the Existing Credit Agreement) of each Lender that is a party to the Existing Credit Agreement but is not a party to this Agreement (an “Exiting Lender”) shall be terminated, all outstanding Obligations owing to the Exiting Lenders under the Existing Agreement on the Closing Date shall be paid in full, and each Exiting Lender shall cease to be a Lender under this Agreement, and # each Person listed on [Schedule 1].1A attached to this Agreement shall be a Lender under this Agreement with the Commitments set forth opposite its name on such [Schedule 1].1A.

Existing Credit Agreement. Prior to or substantially simultaneously with the Restatement Effective Date, the Company shall have repaid all outstanding loans, unpaid interest thereon and all fees and expenses owed thereunder.

Existing Credit Agreements Superseded. This Agreement shall supersede each of the Existing Credit Agreements in its entirety, except as provided in this Section 14.31 and Section 3.6. On the Closing Date, the rights and obligations of the parties under each of the Existing Credit Agreements and the “Notes” defined therein shall be subsumed within and be governed by this Agreement and the Notes; provided, however, that # any of the “Loans” (as defined in the Existing Credit Agreements) outstanding under the Existing Credit Agreements shall, for purposes of this Agreement, be Loans hereunder # this Agreement shall not in any way release or impair the rights, duties or obligations created pursuant to the Existing Credit Agreements or any other Loan Document (as defined in the Existing Credit Agreements) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and obligations are assumed, ratified and affirmed by the Borrower; and # the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreements, or constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreements, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby. The Revolving Credit Lenders’ interests in the Revolving Credit Loans and participations in the Letters of Credit shall be reallocated on the Closing Date in accordance with each Revolving Credit Lender’s applicable Revolving Credit Commitments, and the Revolving Credit Lenders shall make such purchases of Revolving Credit Loans from each other as are necessary to effect such reallocation. The Term Lenders’ interests in the Term Loans under the Existing Term Loan Agreement shall be reallocated on the Closing Date in accordance with each Term Lender’s applicable Term Commitments, and the Term Lenders shall make such purchases of such Term Loans from each other as are necessary to effect such reallocation. On the Closing Date, # the loan commitments of each Lender that is a party to one of the Existing Credit Agreements but is not a party to this Agreement (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders on the Closing Date will be repaid in full, and each Exiting Lender will not become a Lender under this Agreement, # each Person listed on [Schedule 1].1A attached to this Agreement shall be a Lender under this Agreement with the applicable Commitments set forth opposite its name on such [Schedule 1].1A, # each Person listed on [Schedule 1].1B attached to this Agreement shall be a Swingline Lender with the Swingline Commitment set forth opposite its name on such [Schedule 1].1B, and # each Person listed on [Schedule 1].1C attached to this Agreement shall be an Issuing Bank with the Letter of Credit Commitment set forth opposite its name.

Existing Credit Agreement, Etc. # The Administrative Agent shall have received a duly executed copy of the Payoff Letter, # all obligations of the applicable Group Members in respect of the Existing Credit Agreement shall, substantially contemporaneously with the funding of certain Loan proceeds on the Closing Date, have been paid in full, # the Administrative Agent shall be satisfied that all actions necessary to terminate the agreements evidencing the obligations of the applicable Group Members in respect of the Existing Credit Agreement and the Liens of SVB in the assets of the applicable Group Members securing obligations under the Existing Credit Agreement shall have been, or substantially contemporaneously with the Closing Date, shall be, taken, and # the Administrative Agent shall have received such other documents and information related to the Existing Credit Agreement and the refinancing thereof as it may request.