Common use of Absence of Fiduciary Duties Clause in Contracts

Absence of Fiduciary Duties. The Fund and Adviser each acknowledge and agree that: (a) CF&Co is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Fund, the Adviser or any of its respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and CF&Co, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not CF&Co has advised or is advising the Fund or the Adviser on other matters, and CF&Co has no obligation to the Fund or the Adviser with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither CF&Co nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that CF&Co and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Fund and the Adviser and CF&Co and its affiliates have no obligation to disclose such interests and transactions to the Fund and the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against CF&Co or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that CF&Co and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to each of the Fund and the Adviser in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Fund, the Adviser, or employees or creditors of the Fund or the Adviser, as applicable.

Absence of Fiduciary Duties. The Fund Borrower, for itself and Adviser on behalf of each acknowledge of its Subsidiaries, acknowledges and agree agrees that: (a) CF&Co is acting solely as agent in connection with the public offering all aspects of the Placement Shares and in connection with each transaction transactions contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Fund, the Adviser or any of its respective affiliates, shareholders (or other equity holders), creditors or employees or any other partyLoan Document and any communications in connection therewith, the Borrower, its Subsidiaries and their respective Affiliates, on the one hand, and CF&Coeach Lender, the Administrative Agent and each of their respective Affiliates, on the other hand, has been will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any Lender, the Administrative Agent or any of their respective Affiliates, and no such duty will be created deemed to have arisen in connection with any such transactions or communications; (b) the Administrative Agent, any Lender or any of their respective Affiliates may be providing (or may in the future provide) debt financing, equity capital or other services (including financial advisory services) to other Persons in respect of which the Borrower, its Subsidiaries or any of the transactions contemplated by this Agreement, irrespective of whether their respective Affiliates or not CF&Co has advised or is advising the Fund or the Adviser on other mattersRelated Parties may have conflicting interests, and CF&Co has the Administrative Agent, the Lenders and their respective Affiliates have no obligation to the Fund or the Adviser use in connection with respect to the transactions contemplated by this Agreement except or any other Loan Document, or to furnish to the obligations expressly set forth in this Agreement;Borrower, any of its Subsidiaries or any of their respective Affiliates or Related Parties, any confidential information obtained from any other Person; and (bc) it is capable none of evaluating and understandingthe Administrative Agent, and understands and acceptsany Lender or any of their respective Affiliates or Related Parties has made any representation or warranty regarding, or given any other assurance or advice, regarding the termsforeign, risks and conditions federal, state or local income tax consequences of this Agreement or any other Loan Document, any of the transactions contemplated by this Agreement; (c) neither CF&Co nor its affiliates have provided hereby or thereby or any legalother matter. [SIGNATURE PAGES TO FOLLOW] This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “BORROWER” BGC PARTNERS, accountingINC. By /s/ Xxxxxx X. Xxxxxxx Name Xxxxxx X. Xxxxxxx Title Chairman & CEO “GUARANTORS” BGC CAPITAL MARKETS, regulatory or tax advice with respect L.P. By /s/ Xxxxxx X. Xxxxxxx Name Xxxxxx X. Xxxxxxx Title Chairman & CEO BGC BROKERS US, L.P. By /s/ Xxxxxx X. Xxxxxxx Name Xxxxxx X. Xxxxxxx Title Chairman & CEO BGC PARTNERS, L.P. By /s/ Xxxxxx X. Xxxxxxx Name Xxxxxx X. Xxxxxxx Title Chairman & CEO BGC HOLDINGS, L.P. By /s/ Xxxxxx X. Xxxxxxx Name Xxxxxx X. Xxxxxxx Title Chairman & CEO “ADMINISTRATIVE AGENT” BANK OF MONTREAL, as Administrative Agent By /s/ Xxxxx X. Haven Name Xxxxx X. Haven Title Managing Director “LENDERS” BANK OF MONTREAL By /s/ Xxxxx X. Haven Name Xxxxx X. Haven Title Managing Director BANK OF AMERICA, N.A. By /s/ Xxxxxxx X. Coupe Name Xxxxxxx X. Coupe Title Managing Director U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxx X. Xxxxxxxx Name Xxxxx X. Xxxxxxxx Title Vice President XXXXX FARGO BANK, N.A. By /s/ Xxxxx Xxxxxxxx Name Xxxxx Xxxxxxxx Title Senior Vice President FIFTH THIRD BANK By /s/ Xxxxx Xxxxxx Name Xxxxx Xxxxxx Title Vice President THE BANK OF NEW YORK MELLON By /s/ Xxxxxx X. Xxxxxxx Name Xxxxxx X. Xxxxxxx Title Managing Director EXHIBIT A NOTICE OF BORROWING Date: , To: Bank of Montreal, as Administrative Agent for the Lenders parties to the transactions contemplated by this Credit Agreement dated as of June 23, 2011 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among BGC Partners, Inc., certain Lenders which are signatories thereto, and it has consulted its own legalBank of Montreal, accountingas Administrative Agent Ladies and Gentlemen: The undersigned, regulatory and tax advisors BGC Partners, Inc. (the “Borrower”), refers to the extent it has deemed appropriate; (d) it is aware that CF&Co Credit Agreement, the terms defined therein being used herein as therein defined, and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those hereby gives you notice irrevocably, pursuant to Section 1.5 of the Fund and the Adviser and CF&Co and its affiliates have no obligation to disclose such interests and transactions to the Fund and the Adviser by virtue of any fiduciaryCredit Agreement, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against CF&Co or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that CF&Co and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to each of the Fund and the Adviser in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right Borrowing specified below: 1. The Business Day of the Fundproposed Borrowing is , the Adviser, or employees or creditors . 2. The aggregate amount of the Fund or the Adviser, as applicableproposed Borrowing is $ . 3. The Borrowing is to be comprised of $ of [Base Rate] [Eurodollar] Loans.

Absence of Fiduciary Duties. The Fund Each Agent, each Lender, each L/C Issuer and Adviser each acknowledge and agree that: their respective Affiliates (acollectively, solely for purposes of this paragraph, the “Lenders”) CF&Co is acting solely as agent in connection may have economic interests that conflict with the public offering those of the Placement Shares and Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in connection with each transaction contemplated by this Agreement and the process leading Loan Documents will be deemed to such transactionscreate an advisory, and no fiduciary or advisory agency relationship between the Fund, the Adviser or any of its respective affiliates, shareholders (fiduciary or other equity holders), creditors or employees or implied duty between any other partyLender, on the one hand, and CF&Cosuch Loan Party, its stockholders or its Affiliates, on the other hand, has been or will be created in respect of any of other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by this Agreementthe Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, irrespective of whether or not CF&Co has advised or is advising on the Fund or the Adviser on other mattersone hand, and CF&Co the Loan Parties, on the other, and (ii) in connection with the transactions contemplated by the Loan Documents and with the process leading thereto, except as expressly agreed in writing by the relevant parties, (x) no Lender has no obligation to the Fund assumed an advisory or the Adviser fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated by this Agreement hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in this Agreement; the Loan Documents and (by) it each Lender is capable acting solely as principal and not as the agent or fiduciary of evaluating any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither CF&Co nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and agrees that it has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it has deemed appropriate; (d) appropriate and that it is aware that CF&Co and responsible for making its affiliates are engaged in a broad range of own independent judgment with respect to such transactions which may involve interests that differ from those of the Fund and the Adviser and CF&Co and its affiliates have no obligation to disclose such interests and transactions to process leading thereto. To the Fund and the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by lawapplicable Law, each Loan Party agrees that it will not claim that any claims it may have against CF&Co Lender owes a fiduciary, agency or its affiliates for breach of fiduciary similar duty or alleged breach of fiduciary duty to such Loan Party in connection with the sale of Placement Shares under this Agreement and agrees that CF&Co and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to each of transactions contemplated by the Fund and the Adviser in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Fund, the Adviser, or employees or creditors of the Fund Loan Documents or the Adviser, as applicableprocess leading thereto.

Absence of Fiduciary Duties. The Fund Each Agent, each Lender and Adviser each acknowledge and agree that: their respective Affiliates (acollectively, solely for purposes of this paragraph, the “Lenders”) CF&Co is acting solely as agent in connection may have economic interests that conflict with the public offering those of the Placement Shares and Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in connection with each transaction contemplated by this Agreement and the process leading Loan Documents will be deemed to such transactionscreate an advisory, and no fiduciary or advisory agency relationship between the Fund, the Adviser or any of its respective affiliates, shareholders (fiduciary or other equity holders), creditors or employees or implied duty between any other partyLender, on the one hand, and CF&Cosuch Loan Party, its stockholders or its Affiliates, on the other hand, has been or will be created in respect of any of other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by this Agreementthe Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, irrespective of whether or not CF&Co has advised or is advising on the Fund or the Adviser on other mattersone hand, and CF&Co the Loan Parties, on the other, and (ii) in connection with the transactions contemplated by the Loan Documents and with the process leading thereto, except as expressly agreed in writing by the relevant parties, (x) no Lender has no obligation to the Fund assumed an advisory or the Adviser fiduciary responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated by this Agreement hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in this Agreement; the Loan Documents and (by) it each Lender is capable acting solely as principal and not as the agent or fiduciary of evaluating any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither CF&Co nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and agrees that it has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it has deemed appropriate; (d) appropriate and that it is aware that CF&Co and responsible for making its affiliates are engaged in a broad range of own independent judgment with respect to such transactions which may involve interests that differ from those of the Fund and the Adviser and CF&Co and its affiliates have no obligation to disclose such interests and transactions to process leading thereto. To the Fund and the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by lawapplicable Law, each Loan Party agrees that it will not claim that any claims it may have against CF&Co Lender owes a fiduciary, agency or its affiliates for breach of fiduciary similar duty or alleged breach of fiduciary duty to such Loan Party in connection with the sale of Placement Shares under this Agreement and agrees that CF&Co and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to each of transactions contemplated by the Fund and the Adviser in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Fund, the Adviser, or employees or creditors of the Fund Loan Documents or the Adviser, as applicableprocess leading thereto.