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.

Interest and Fees under Existing Credit Agreement. All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Existing Credit Agreement as if such agreement were still in effect.

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.

Interest and Fees Under Existing Credit Agreement. All interest and all facility and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Existing Credit Agreement, as if the Existing Credit Agreement were still in effect.

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 Loans under the Existing Credit Agreement. The parties hereto acknowledge and agree that, effective as of the Closing Date, in order to accommodate and orderly effect the reallocations, adjustments, assignments, acquisitions and decreases under this Section 2.01(c), (i) all outstanding Eurodollar Rate Loans (as defined in the Existing Credit Agreement) on the date hereof are (and shall be deemed to be) converted to Base Rate Loans under, and as defined in, the Existing Credit Agreement (and the Borrower agrees to pay to each Exiting Lender and each Existing Lender such costs and expenses would have been due under Section 3.04 of the Existing Credit Agreement as a result of such conversion unless waived by such Exiting Lender or Existing Lender), and # after giving effect to [clause (i) above], all outstanding Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement on the date hereof are (and shall be deemed to be) continued as the initial Base Rate Loans (as defined in this Agreement) made under this Agreement on the Closing Date. The Existing Lenders have agreed among themselves, in consultation with the Borrower, to adjust their respective Commitments and to pay-off in full such Existing Lenders which will not become a Lender hereunder (each, an “Exiting Lender”). The Administrative Agent, the Lenders, the Borrower and each Exiting Lender (by receipt of the payment in full of the Loans as defined in, and owing to it under, the Existing Credit Agreement) consent to such reallocation and each Existing Lender’s adjustment of, and each Existing Lender’s assignment of, an interest in the existing Commitments (as defined in the Existing Credit Agreement) and the Existing Lenders’ partial assignments of their respective existing Commitments (pursuant to this Section 2.01). On the Closing Date and after giving effect to such reallocations, adjustments, assignments, acquisitions and decreases, the Commitment of each Lender shall be as set forth on [Schedule 1.01(b)]. With respect to such reallocations, adjustments, assignments, acquisitions and decreases, each Existing Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and each Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as an exhibit to the Existing Credit Agreement as if each such Exiting Lender and Existing Lender had executed such Assignment and Assumption Agreement with respect to such allocation, adjustment, assignment, acquisition and decrease. The Administrative Agent shall determine the appropriate adjustments and payments between and among the Lenders and shall direct the Lenders to make such adjustments and payments to the Administrative Agent, who in turn shall make such disbursements to the Lenders from such adjustments and payments, in each case to the extent necessary to account for the revised pro rata shares resulting from the initial allocation of the Lenders’ Commitments under this Agreement.

Interest and Fees under Existing Credit Agreement. All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Existing Credit Agreement as if such agreement were still in effect.

Interest and Fees under Existing Credit Agreement. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreements through the Closing Date (excluding any breakage fees in respect of “Eurocurrency Rate Loans” or “Eurodollar Rate Loans”, as applicable under and as defined therein, which such breakage fees owing to the Lenders under this Agreement, including after giving to the deemed assignment of Existing Loans as set forth in clause (a)(iii) above, are hereby waived by each such Lender) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), and shall be paid on the Closing Date.

Interest and Fees Under Existing Credit Agreement. All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreement shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid on the Effective Date in accordance with the method specified in the Existing Credit Agreement as if the Existing Credit Agreement were still in effect.

Interest and Fees Under Existing Credit Agreements. All interest and all facility and other fees and expenses owing or accruing under or in respect of the Existing Credit Agreements shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid on the Closing Date in accordance with the method specified in the Existing Credit Agreements, as if the Existing Credit Agreements were still in effect.