Common use of Insurance Matters Clause in Contracts

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During Alleghany and DPUI acknowledge that, immediately following completion of the period from the IPO Closing Date through the Distribution DateInitial Public Offering, BGC Partners will, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark DPUI Group will continue to be covered under the umbrella insurance policies and the director and officer liability insurance policies maintained by Alleghany for the benefit of Alleghany and its Subsidiaries (to the extent such "Alleghany Policies"). DPUI agrees that for so long as coverage under the Alleghany Policies is continued, members of the Newmark DPUI Group do not maintain separate policies of insurance), policies of insurance that are comparable will pay to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as Alleghany amounts representing their allocable portions of the IPO Closing Datepremiums for such Alleghany Policies as determined by Alleghany. To DPUI agrees that Alleghany may terminate the extent BGC Partners purchases a new type coverage of insurancethe members of the DPUI Group under any of the Alleghany Policies at any time upon at least 60 days' written notice to DPUI and that, or an amount or level upon receipt of insurance not previously purchased by BGC Partners in order such notice, it will be the responsibility of DPUI to protectobtain, at least in partits own expense, Newmark or any of its Covered Subsidiaries, that portion of the costs replacement umbrella insurance and/or directors and expenses of such officers liability insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmarkcoverage. (b) BGC Partners and Newmark agree DPUI may terminate coverage of members of the DPUI Group under the Alleghany Policies at any time; provided that the termination by DPUI of coverage of the members of the DPUI Group under any Alleghany Policy shall not relieve the members of the DPUI Group to cooperate in good faith pay to provide for an orderly transition of insurance coverage from the date hereof Alleghany, through the Distribution Date. current expiration date of such Alleghany Policy as of the time of termination of coverage of members of the DPUI Group thereunder by DPUI, amounts representing their allocable portions of the premiums under such Alleghany Policy as determined by Alleghany. (c) In no event shall Alleghany or any other member of the BGC Partners Alleghany Group or have any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in DPUI Group, or to any director or officer of any member of the event that DPUI Group, if any insurance policy or other contract or policy of insurance the Alleghany Policies shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability liability of any member of the Newmark DPUI Group for or of any reason whatsoever director or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor officer of any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policiesDPUI Group. (d) BGC Partners shall retain the exclusive right to control its insurance policies DPUI agrees, on behalf of itself and programseach Subsidiary of DPUI, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to that any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark claim asserted by DPUI or any member Subsidiary of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights DPUI under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution DateAlleghany Policies may be asserted only through Alleghany. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During Net2Phone and IDT contemplate that Net2Phone shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Net2Phone and IDT agree that Net2Phone may remain on IDT's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Net2Phone no longer qualifies for coverage on the respective IDT Insurance Policy or, upon thirty (30) days' prior written notice to IDT, Net2Phone elects to be removed from the IDT Insurance Policy or Policies. For so long as Net2Phone is covered by IDT's Insurance Policies, Net2Phone will pay to IDT each month (prorated on a daily basis for any partial month) in respect of the period from the IPO Closing Date through date hereof until the Distribution Datetermination of Net2Phone's coverage on all of IDT's Insurance Policies the amount calculated as set forth on Exhibit B hereto, BGC Partners will, subject such amount to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for be payable in arrears by the protection of Newmark and the other members 10th --------- day of the Newmark Group (next succeeding month, in respect of Insurance Policies under which Net2Phone will continue to have coverage following the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners date hereof. IDT and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Net2Phone agree to cooperate in good faith to provide for an orderly transition the treatment of insurance coverage from any Insurance Policies that will remain in effect following the date hereof through on a mutually agreeable basis. IDT shall provide Net2Phone with prompt notice in the Distribution Dateevent that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall IDT, any other member of the BGC Partners IDT Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco IDT Indemnitee have liability or obligation whatsoever to any member of the Newmark Net2Phone Group in the event (i) that any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Net2Phone Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. or (ii) notwithstanding the provisions of the immediately preceding sentence, that IDT fails to provide Net2Phone with notice of any such event. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Ancillary Agreement, the parties intend by this Agreement that Net2Phone and Newmark, neither Newmark nor each other member of the Net2Phone Group be successors-in-interest to all rights that any member of the Newmark Net2Phone Group shall may have as of the date hereof as a subsidiary, affiliate, division or department of IDT prior to the date hereof under any rights policy of insurance issued to IDT by any insurance carrier unaffiliated with IDT or under any agreements related to such policies executed and delivered prior to the date hereof, including any rights such member of BGC Partners’ the Net2Phone Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the date hereof. At the request of Net2Phone, IDT shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however that IDT shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (dii) BGC Partners shall retain Except as otherwise contemplated by any Ancillary Agreement, after the exclusive right to control its insurance policies and programsdate hereof, including the right to exhaust, settle, release, commute, buy-back none of IDT or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Net2Phone or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided however that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Net2Phone and programs. Newmark shall cooperate with BGC Partners and IDT will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners Sunoco will, subject to insurance market conditions and other factors beyond BGC Partners’ Sunoco’s control, maintain, for the protection of Newmark SunCoke and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance)its Covered Subsidiaries, policies of insurance that are comparable to those maintained generally for BGC Partners Sunoco and its Covered Subsidiaries during the same period. Newmark SunCoke will promptly pay or reimburse BGC PartnersSunoco, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners Sunoco to Newmark SunCoke and its Covered Subsidiaries in accordance with BGC Partners’ Sunoco’s practice with respect to the Transferred SunCoke Business as of the IPO Closing Date. To the extent BGC Partners Sunoco purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners Sunoco in order to protect, at least in part, Newmark SunCoke or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark SunCoke or any of its Covered Subsidiaries, as determined in BGC Partners’ Sunoco’s sole discretion, shall be reimbursed by NewmarkSunCoke. (b) BGC Partners Sunoco and Newmark SunCoke agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall Sunoco, any other member of the BGC Partners Sunoco Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Sunoco Indemnitee have liability or obligation whatsoever to any member of the Newmark SunCoke Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark SunCoke Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except other than as otherwise agreed between BGC Partners and Newmarkprovided in Section 6.5(d), neither Newmark SunCoke nor any member of the Newmark SunCoke Group shall have any rights to or under any of BGC Partners’ Sunoco’s or its Affiliates’ insurance policies. At the Distribution Date, SunCoke shall have in effect all insurance programs required to comply with SunCoke’s contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating a business similar to SunCoke’s. Such insurance programs may include, but are not limited to, general liability, commercial auto liability, workers’ compensation, employer’s liability, product liability, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, aircraft hull and liability, directors’ and officers’ liability and fiduciary liability. (d) BGC Partners From and after the Distribution Date, with respect to any losses, damages and liability incurred by any member of the SunCoke Group prior to the Distribution Date, Sunoco will provide SunCoke with access to, and SunCoke may make claims under Sunoco’s third-party insurance policies in place at the time of the Distribution and Sunoco’s historical policies of insurance, but solely to the extent that such policies provided coverage for the SunCoke Group prior to the Distribution; provided, that such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (A) SunCoke shall report, as promptly as practicable claims in accordance with Sunoco’s claim reporting procedures in effect immediately prior to the Distribution Date (or in accordance with any modifications to such procedures after the Distribution Date communicated by Sunoco to SunCoke in writing); (B) SunCoke and its Affiliates shall indemnify, hold harmless and reimburse Sunoco and its Affiliates for any deductibles, self-insured retention, fees and expenses incurred by Sunoco or its Affiliates to the extent resulting from any access to, any claims made by SunCoke or any of its Affiliates under, any insurance provided pursuant to this Section 6.5 (g), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by SunCoke, its employees or third Persons; and (C) SunCoke shall exclusively bear (and neither Sunoco nor its Affiliates shall have any obligation to repay or reimburse SunCoke or its Affiliates for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by SunCoke or any of its Affiliates under the policies as provided for in this Section 6.5 (g). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SunCoke Group, on the one hand, and the Sunoco Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group submitted to Sunoco’s insurance carrier(s) (including any submissions prior to the Distribution Date). To the extent that the Sunoco Group or the SunCoke Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Sunoco’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Sunoco and SunCoke can mutually agree not to reinstate the policy aggregate and each Group then will bear all of its own future costs. (e) All payments and reimbursements by SunCoke pursuant to this Section 6.5 will be made within fifteen (15) days after SunCoke’s receipt of an invoice therefor from Sunoco. If Sunoco incurs costs to enforce SunCoke’s obligations herein, SunCoke agrees to indemnify Sunoco for such enforcement costs, including attorneys’ fees. (f) Sunoco shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred SunCoke Liabilities and/or claims Newmark or any member of the Newmark Group SunCoke has made or could make in the future, and no member of the Newmark SunCoke Group shall, without the prior written consent of BGC PartnersSunoco, erode, exhaust, settle, release, commute, buyback buy-back or otherwise resolve disputes with BGC Partners’ Sunoco’s insurers with respect to any of BGC Partners’ Sunoco’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark SunCoke shall cooperate with BGC Partners Sunoco and share such information as is reasonably necessary in order to permit BGC Partners Sunoco to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners Sunoco nor any of the members of the BGC Partners Group its Affiliates shall have any obligation to secure extended reporting for any claims under any Liability of Sunoco’s or its Affiliates’ liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark SunCoke Group incurred prior to the Distribution Date. (eg) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Sunoco Group in respect of any insurance policy or any other contract or policy of insurance. (fh) Newmark SunCoke does hereby, for itself and each other member of the Newmark SunCoke Group, agree that no member of the BGC Partners Sunoco Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners Sunoco and the members of the BGC Partners Group its Affiliates as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During The Company has since the period from Insurance Separation Date and shall until the IPO Closing Final Withdrawal Date through maintain in effect the Distribution Insurance Policies set forth on Schedule 7.01. Since the Insurance Separation Date, BGC Partners will, subject to insurance market conditions the coverage under all Shared Insurance Policies has and other factors beyond BGC Partners’ control, maintain, shall continue in force only for the protection benefit of Newmark RBS and the other members of the Newmark RBS Group and not for the benefit of the Company or any other member of the Company Group. Effective from and after the Insurance Separation Date, the Company has and shall continue to arrange for its own Insurance Policies with respect to the Company Business covering all periods (whether prior to or following the Insurance Separation Date) and agrees not to seek, through any means, benefit from any of RBS’s or its Affiliates’ Insurance Policies that may provide coverage for claims relating in any way to the Company Business following the Insurance Separation Date. (b) Where Shared Insurance Policies with an insurer cover Liabilities related to the Company Business reported after the Insurance Separation Date with respect to an occurrence prior to the Insurance Separation Date under an occurrence-based Shared Insurance Policy (collectively, “Covered Claims”), then the members of the Company Group may notify RBS of such claim and RBS shall seek coverage for such Covered Claims under such Shared Insurance Policies, control the prosecution and defense of such Covered Claims and forward any insurance proceeds recoverable with respect thereto pursuant to Section 3.02(d) hereof, without any prejudice or limitation to RBS seeking insurance under the Shared Insurance Policies for its own claims. After the Insurance Separation Date, RBS has and shall continue to procure and administer the Shared Insurance Policies, provided that such administration shall not limit, inhibit or preclude the right of the members of the Company Group to insurance coverage thereunder in accordance with this Section 7.01(b), in each case, with respect to Covered Claims. The Company shall promptly notify RBS of any Covered Claims, and RBS agrees to reasonably cooperate with the Company concerning the pursuit by the Company of any such Covered Claim, in each case at the expense of the Company (to the extent such members of expenses are not covered by the Newmark Group do not maintain separate policies of insuranceapplicable Shared Insurance Policies), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From In the event that Covered Claims relate to the same occurrences for which RBS is seeking coverage under such Shared Insurance Policies and after for which the Distribution DateParties have a shared defense, except as otherwise agreed between BGC Partners the Company and NewmarkRBS shall jointly defend any such claim and waive any conflict of interest necessary to conduct a joint defense, neither Newmark nor and shall bear any member expenses in connection therewith on a pro rata basis in proportion to the assessed value of the Newmark Group shall have any rights claim or claims against such Party (to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programsextent such expenses are not covered by the applicable Shared Insurance Policies), including self-insured retentions or deductibles. In the right event that policy limits under an applicable Shared Insurance Policy are not sufficient to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any fund all claims of its insurance policies RBS and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners RBS Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the Company and members of the BGC Partners Group as Company Group, and any amounts simultaneously due shall be paid to the respective entities in effect at any time, including as a result proportion to the assessed value of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any each respective entity’s claim or potential claim or otherwiseclaims.

Insurance Matters. (a) During Members of the period from Genworth Group will continue to have coverage under GE’s insurance program until the IPO Closing Date through Trigger Date. Schedule 6.3 sets forth the Distribution Datecurrent Insurance Policies in GE’s insurance program, BGC Partners will, subject and the amounts payable by Genworth to insurance market conditions and other factors beyond BGC Partners’ control, maintain, GE under each such Insurance Policy for the protection 2004 fiscal year. Members of Newmark the Genworth Group will pay retrospective premium adjustments under each such Insurance Policy based on their loss experience under the Insurance Policy and in accordance with GE’s pricing methodologies. Except as otherwise set forth on Schedule 6.3, the other members of the Newmark Genworth Group (will have coverage under all Insurance Policies with respect to periods prior to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries Trigger Date in accordance with BGC Partners’ practice with respect to the Transferred Business as terms of the IPO Closing Dateeach such Insurance Policy. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs GE and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Genworth agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof Closing Date through the Distribution Trigger Date, and for the treatment of any Insurance Policies that will remain in effect following the Trigger Date on a mutually agreeable basis. Genworth may cancel coverage under any Insurance Policy by written notice to GE at least sixty (60) days prior to such cancellation. In no event shall GE, any other member of the BGC Partners GE Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee GE Indemnified Party have liability or obligation whatsoever to any member of the Newmark Genworth Group in the event that if any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability of any member of the Newmark Genworth Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. GE shall provide notice to Genworth promptly upon its becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or is reasonably likely to be terminated or otherwise cease to be in effect. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Transaction Document, the parties intend by this Agreement that Genworth and Newmark, neither Newmark nor each other member of the Genworth Group be successors-in-interest to all rights that any member of the Newmark Genworth Group shall may have as of the Closing Date as a subsidiary, affiliate, division or department of GE prior to the Closing Date under any rights policy of insurance issued to GE by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of BGC Partners’ the Genworth Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the Closing Date. At the request of Genworth, GE shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however that GE shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (dii) BGC Partners shall retain Except as otherwise contemplated by any Transaction Document, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back none of GE or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Genworth or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided, however that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Genworth and programs. Newmark shall cooperate with BGC Partners and GE will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners GE Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Genworth does hereby, for itself and each other member of the Newmark Genworth Group, agree that no member of the BGC Partners GE Group or any GE Indemnified Party shall have any Liability whatsoever to Genworth or any other member of the Genworth Group as a result of the insurance policies and practices of BGC Partners GE and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict any member of the Genworth Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period; provided that Genworth shall give GE prompt written notice of any such insurance policy acquired prior to the Trigger Date.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject Sellers agree to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark make available to Acquiror and the Companies all insurance policies maintained by Sellers or any other members Subsidiary of Xxxxxxx Limited which may provide coverage for claims relating in any way to the Companies prior to the Closing (the “Seller Policies”), including without limitation the Insurance Policies. In the event of an occurrence which may be covered by one or more Seller Policies, Acquiror or any Company may, after consultation with Sellers, submit a claim for such occurrence to the appropriate insurer under the applicable Seller Policy (“Acquiror’s Insurance Claim”). Sellers agree to provide reasonable assistance in connection with the pursuit of such claim with the insurer, including, as necessary or requested, submitting such claim on behalf of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance)Companies, policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, acting as the case direct contact with such insurer and using reasonable best effort to pursue such claim on behalf of Acquiror and the Companies. Without in any way limiting or amending any other rights that Acquiror or any other Acquiror Indemnified Party may behave under this Agreement or any Ancillary Agreement (e.g., because the matter giving rise to such claim is a matter for all costs and expenses associated therewith that which the Acquiror Indemnified Parties are allocated by BGC Partners entitled to Newmark and its Covered Subsidiaries indemnification in accordance with BGC Partners’ practice this Agreement) with respect to the Transferred Business as matter giving rise to such claim, Acquiror shall cause the Companies to be responsible for satisfying any applicable deductible, self-insured retention or other payment by Sellers or their Controlled Affiliates under Seller Policies for any claim against the Seller Policies prosecuted or pursued by or at the request of the IPO Closing DateAcquiror. To the extent BGC Partners purchases a new type that any Acquiror’s Insurance Claim results in any Seller, any Affiliate of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark the Sellers or any other beneficiary of its Covered Subsidiariescoverage under any Seller Policy receiving a reduction in the payment to which such Person would have otherwise been entitled under such Seller Policy had such Acquiror’s Insurance Claim not been made (e.g., that portion because of aggregate caps, maximums or other limitations with respect to payments by the costs and expenses of insurer under such insurance attributable to Newmark or any of its Covered SubsidiariesSeller Policy), as determined in BGC Partners’ sole discretion, Acquiror shall be reimbursed by Newmarkliable for and promptly reimburse the Sellers for such reduction. (b) BGC Partners and Newmark agree At any time prior to cooperate in good faith the Closing, Acquiror may request that Sellers procure certain insurance policies (of a type described on Schedule 5.8(b) attached hereto) related to provide for an orderly transition of insurance coverage from the date hereof through Business or the Distribution Date. In no event shall any member Companies to be effective as of the BGC Partners Group or any BGC Partners Inc. IndemniteeClosing Date (the “Acquiror-Requested Policies”) by delivering written notice to Sellers and thereafter Sellers shall, BGC Holdings Indemniteeas promptly as practicable, BGC Opco Indemnitee have liability or obligation whatsoever use its reasonable best efforts to any member of procure such policies, in each case on the Newmark Group in terms and subject to the event conditions expressly approved by Acquiror, it being understood and agreed by the parties hereto that any insurance policy or all premiums and other contract or policy of insurance out-of-pockets costs and expenses actually paid to procure such Acquiror-Requested Policies shall be terminated or otherwise cease reimbursed by Acquiror to be Sellers, promptly following written request by Sellers. Sellers shall, at the written request of Acquiror, cancel as promptly as practicable, any such Acquiror-Requested Policies. To the extent any Seller is refunded any amounts in effect for any reasonrespect of premiums previously reimbursed by Acquiror, Sellers shall be unavailable or inadequate to cover any Liability as promptly as practicable transmit the amount of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration datesuch refunds to Acquiror. (c) From In the event of any conflict between this Section 5.8 and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member Section 6.3 of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes this Agreement with respect to any of its insurance policies and programs and to amend, modify Continuing Employee or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member former employee of the Newmark Group has made or could make in the futureCompanies, and no member Section 6.3 of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This this Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurancecontrol. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject to insurance market conditions Valero and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Corner Store agree to cooperate in good faith to provide for an orderly transition of arrange insurance coverage from the date hereof through for Corner Store to be effective no later than the Distribution Date. In no event shall Valero, any other member of the BGC Partners Valero Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Valero Indemnitee have liability or obligation whatsoever to any member of the Newmark Corner Store Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Corner Store Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (cb) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark Corner Store nor any member of the Newmark Corner Store Group shall have any rights to or under any of BGC Partners’ Valero’s or its Affiliates’ insurance policies. At the Distribution Date, Corner Store shall have in effect all insurance programs required to comply with Corner Store’s contractual obligations and such other insurance policies as reasonably necessary, and, following the Distribution Date, Corner Store shall maintain such insurance programs and policies with insurers which comply with the minimum financial credit rating standards set by the major global insurance brokers. (c) From and after the Distribution Date with respect to any losses, damages and liabilities incurred by any member of the Corner Store Group prior to or in respect of the period prior to the Distribution Date, Valero shall provide Corner Store with access to, and Corner Store may, upon ten (10) days’ prior written notice to Valero, make claims under, Valero’s third-party insurance policies and captive insurance policies in place at the time of the Distribution and Valero’s historical policies of insurance, but solely to the extent that such policies provided coverage for the Corner Store Group prior to the Distribution; provided, that such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Corner Store shall provide Valero with a written report sixty (60) days prior to any such third-party insurance policy’s renewal date, as advised by Valero, identifying any claims made by Corner Store for which notice has previously been provided to insurers of Valero; (ii) Corner Store and members of the Corner Store Group shall indemnify, hold harmless and reimburse Valero and members of the Valero Group for any deductibles, self-insured retention, fees and expenses incurred by Valero or members of the Valero Group to the extent resulting from any such access to, or any claims made by -44- Corner Store or members of the Corner Store Group under, any insurance provided pursuant to this Section 6.1(c), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim-handling fees, whether such claims are made by Corner Store, its employees or third Persons; and (iii) Corner Store shall exclusively bear (and neither Valero nor any member of the Valero Group shall have any obligation to repay or reimburse Corner Store or members of the Corner Store Group for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Corner Store or any member of the Corner Store Group under the policies as provided for in this Section 6.1(c). (iv) Notwithstanding the foregoing, nothing in this Section 6.1(c) shall be construed to limit any of Valero’s indemnification obligations, or any Corner Store Indemnitee’s rights to receive indemnification, under Article V. In the event that an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corner Store Group, on the one hand, and the Valero Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group submitted to Valero’s insurance carrier(s) (including any submissions prior to the Distribution Date). To the extent that the Valero Group or the Corner Store Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Valero’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. If Valero determines not to reinstate the policy aggregate, then each Group shall bear all of its own future costs. In the event that any member of the Valero Group incurs any losses, damages or liability prior to or in respect of the period prior to the Distribution Date for which such member of the Valero Group is entitled to coverage under Corner Store’s third-party insurance policies, the same process pursuant to this Section 6.1(c) shall apply, substituting “Valero” for “Corner Store” and “Corner Store” for “Valero.” (d) BGC Partners All payments and reimbursements by Corner Store pursuant to this Section 6.1 shall be made within fifteen (15) days after Corner Store’s receipt of an invoice therefor from Valero. If Valero incurs costs to enforce Corner Store’s obligations herein, Corner Store agrees to indemnify Valero for such enforcement costs, including attorneys’ fees. (e) All payments and reimbursements by Valero pursuant to this Section 6.1 shall be made within fifteen (15) days after Valero’s receipt of an invoice therefor from Corner Store. If Corner Store incurs costs to enforce Valero’s obligations herein, Valero agrees to indemnify Corner Store for such enforcement costs, including attorneys’ fees.Valero shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-buy back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply -45- to any Transferred Corner Store Liabilities and/or claims Newmark or any member of the Newmark Group Corner Store has made or could make in the future, and no member of the Newmark Corner Store Group shall, without the prior written consent of BGC PartnersValero, erode, exhaust, settle, release, commute, buyback buy-back or otherwise resolve disputes with BGC Partners’ Valero’s insurers with respect to any of BGC Partners’ Valero’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark Corner Store shall cooperate with BGC Partners Valero and share such information at Corner Store’s cost as is reasonably necessary in order to permit BGC Partners Valero to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners Valero nor any of the members of the BGC Partners Group its Affiliates shall have any obligation to secure extended reporting for any claims under any Liability of Valero’s or its Affiliates’ liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Corner Store Group incurred prior to the Distribution Date. To the extent reasonably practicable, Valero will notify Corner Store at least 10 days prior to terminating or initiating a buyback of any insurance policy or program with respect to which Corner Store has asserted a claim or given written notice to Valero that it proposes to submit a claim. (ef) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Valero Group in respect of any insurance policy or any other contract or policy of insurance. (fg) Newmark Corner Store does hereby, for itself and each other member of the Newmark Corner Store Group, agree that no member of the BGC Partners Valero Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners Valero and the members of the BGC Partners Group its Affiliates as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During the period ATL agrees that it will reimburse Odetics for its proportionate share of premiums paid or accrued, from the IPO Closing Date through date hereof until the Distribution Date, BGC Partners will, subject in respect of Insurance Policies under which ATL will continue to insurance market conditions have coverage following the date hereof. Odetics and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark ATL agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution DateDate and for the treatment of any Insurance Policies that will remain in effect following the Closing Date on a mutually agreeable basis. In no event shall any member of the BGC Partners Group Odetics, or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Odetics Indemnitee have any liability or obligation whatsoever to any member of the Newmark Group ATL in the event that any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability liability of any member of the Newmark Group ATL for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Ancillary Agreement, the parties intend by this Agreement that ATL and Newmark, neither Newmark nor its affiliates be successor-in-interest to all rights that any member may have as of the Newmark Group shall have Closing Date as a subsidiary or affiliate of Odetics prior to the Closing Date under any rights policy of insurance issued to Odetics by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights ATL and its affiliates may have, as an insured or additional named insured, subsidiary or affiliate to avail itself of BGC Partners’ any such policy of insurance or its Affiliates’ insurance policiesany such agreements related to such policies as in effect prior to the Closing Date. At the request of ATL, Odetics shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided however that Odetics shall not be required to pay any amounts, waive any rights or incur any liabilities in connection therewith. (dii) BGC Partners shall retain Except as otherwise contemplated by any Ancillary Agreement, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back neither of Odetics or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group ATL shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of the other hereunder; provided, however, that the foregoing shall not (A) preclude either from presenting any claim or from exhausting any policy limit, (B) require either to pay any premium or other amount or to incur any liability, or (C) require either to renew, extend or continue any policy in force. Each of ATL and programs. Newmark shall cooperate with BGC Partners and Odetics will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group either Odetics or ATL in respect of any insurance policy or any other contract or policy of insurance. (fd) Newmark ATL does hereby, for itself and each other member of the Newmark Groupits affiliates, agree that no member of the BGC Partners Group Odetics or any Odetics Indemnitee shall have any Liability liability whatsoever as a result of the insurance policies and practices of BGC Partners Odetics and the members of the BGC Partners Group its affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During Members of the period from Cal Dive Group will continue to have coverage under Helix’s insurance program until the IPO Closing Date through Trigger Date. Members of the Distribution Date, BGC Partners will, Cal Dive Group will be subject to insurance market conditions retrospective premium adjustments under each such Insurance Policy based on their loss experience under the Insurance Policy and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other in accordance with Helix’s pricing methodologies. The members of the Newmark Cal Dive Group (will have coverage under all Insurance Policies with respect to periods prior to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries Trigger Date in accordance with BGC Partners’ practice with respect to the Transferred Business as terms of the IPO Closing Dateeach such Insurance Policy. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs Helix and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Cal Dive agree to cooperate in good faith to provide for an orderly transition of insurance coverage leading up to the Trigger Date, and for the treatment of any Insurance Policies that will remain in effect following the Trigger Date on a mutually agreeable basis. Cal Dive may elect to decline or withdraw from the date hereof through the Distribution Datecoverage under any Insurance Policy by written notice to Helix at least sixty (60) days prior to such cancellation. In no event shall Helix, any other member of the BGC Partners Helix Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee Helix Indemnified Party have liability or obligation whatsoever to any member of the Newmark Cal Dive Group in the event that if any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability of any member of the Newmark Cal Dive Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. Helix shall provide notice to Cal Dive promptly upon its becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or is reasonably likely to be terminated or otherwise cease to be in effect. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Transaction Document, the parties intend by this Agreement that Cal Dive and Newmark, neither Newmark nor each other member of the Cal Dive Group be successors-in-interest to all rights that any member of the Newmark Cal Dive Group shall may have as of the Closing Date as a subsidiary, affiliate, division or department of Helix prior to the Closing Date under any rights policy of insurance issued to Helix by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of BGC Partners’ the Cal Dive Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the Closing Date. At the request of Cal Dive, Helix shall take all commercially reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that Helix shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (di) BGC Partners shall retain Except as otherwise contemplated by any Transaction Document, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back none of Helix or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Cal Dive or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided, however, that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Cal Dive and programs. Newmark shall cooperate with BGC Partners and Helix will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Helix Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Cal Dive does hereby, for itself and each other member of the Newmark Cal Dive Group, agree that no member of the BGC Partners Helix Group or any Helix Indemnified Party shall have any Liability whatsoever to Cal Dive or any other member of the Cal Dive Group as a result of the insurance policies and practices of BGC Partners Helix and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict any member of the Cal Dive Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period; provided that, Cal Dive shall give Helix prompt written notice of any such insurance policy acquired prior to the Trigger Date.

Insurance Matters. (a) During Limco and its subsidiaries will continue to have coverage under TAT's insurance policies (each an "Insurance Policy"; collectively, the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject "Insurance Policies") until such time as TAT ceases to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members beneficially own more than 50% of the Newmark Group total voting power of Limco Common Stock (to the extent "Trigger Date"). Limco will pay retrospective premium adjustments under each such members of Insurance Policy based on its loss experience under the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners Insurance Policy and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice TAT's pricing methodologies. Limco will have coverage under all Insurance Policies with respect to periods prior to the Transferred Business as Trigger Date in accordance with the terms of the IPO Closing Dateeach such Insurance Policy. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs TAT and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Limco agree to cooperate in good faith to provide for an orderly transition of insurance coverage from leading up to the date hereof through Trigger Date, and for the Distribution Datetreatment of any Insurance Policies that will remain in effect following the Trigger Date on a mutually agreeable basis. Limco may cancel coverage under any Insurance Policy by written notice to TAT at least sixty (60) days prior to such cancellation. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee TAT have liability or obligation whatsoever to Limco if any member of the Newmark Group in the event that any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability liability or obligation of any member of the Newmark Group Limco for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. TAT shall provide notice to Limco promptly upon its becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or is reasonably likely to be terminated or otherwise cease to be in effect. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners and Newmarkprovided, neither Newmark nor any member the parties intend by this Agreement that Limco shall be a successor-in-interest to all rights that it may have as of the Newmark Group shall have Closing Date as a subsidiary of TAT prior to the Closing Date under any rights Insurance Policy issued to TAT by any insurance carrier or under any agreements related to such Insurance Policy executed and delivered prior to the Closing Date, including any rights it may have, as an insured or additional named insured, subsidiary, affiliate, division or department, to avail itself of BGC Partners’ any such policy of insurance or its Affiliates’ insurance policiesany such agreements related to such policies as in effect prior to the Closing Date. At the request of Limco, TAT shall take all commercially reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; PROVIDED, HOWEVER, that TAT shall not be required to pay any amounts, waive any rights or incur any liabilities in connection therewith. (dii) BGC Partners shall retain Except as otherwise contemplated by any Transaction Document, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group neither TAT nor Limco shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide such insurance carrier under an Insurance Policy with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies Insurance Policy or agreement relating thereto, if such release, amendment, modification or waiver would adversely affect any their rights or potential rights thereunder; PROVIDED, HOWEVER, that the foregoing shall not (A) preclude TAT or Limco from presenting any claim or from exhausting any policy limit, (B) require any TAT or Limco to pay any premium or other amount or to incur any liability, or (C) require any member of any subsidiaries of affiliates of TAT or Limco to renew, extend or continue any policy in force. Each of Limco and programs. Newmark shall cooperate with BGC Partners and TAT will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance Insurance Policy or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group TAT in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Limco does hereby, for itself and each other member of the Newmark Group, hereby agree that no member of the BGC Partners Group TAT shall have any Liability no liability whatsoever to Limco as a result of the insurance policies Insurance Policies and practices of BGC Partners TAT and the members of the BGC Partners Group its affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policyInsurance Policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict Limco or any one of its subsidiaries or affiliates from acquiring at its own expense any other insurance policy in respect of any liabilities or covering any period; PROVIDED THAT, Limco shall give TAT prompt written notice of any such insurance policy acquired prior to the Trigger Date.

Insurance Matters. (a) During ARCO shall maintain insurance coverage with respect to each Company and the period from Conveyed Properties generally in a manner consistent with its past practice and overall insurance program for ARCO until the IPO applicable Closing Date through with respect to such Company or Conveyed Properties. From the Distribution ARCO Marine Transfer Date until the First Closing, ARCO agrees to maintain the ARCO excess general liability insurance program, insuring ARCO, its subsidiaries and divisions, in a manner consistent with ARCO's past practice. Purchaser acknowledges that upon the ARCO Marine Transfer Date, BGC Partners willthe excess comprehensive general liability insurance including tanker vessel pollution coverage maintained as part of the insurance coverage for ARCO and its subsidiaries may no longer be available with respect to the operations of ARCO Marine. Commencing on the ARCO Marine Transfer Date until the First Closing, Purchaser shall maintain insurance coverage for the AMI Conveyed Properties and the ARCO Trader, and for risks with respect to the operations of ARCO Marine, with an insurer which is a member of the International Group of Protection and Indemnity Associations, at the same or better level of coverage as ARCO maintained with the American Steamship Owners Mutual Protection and Indemnity Association, Inc. ("ASO") for the ARCO Trader, AMI Conveyed Properties and ARCO Marine immediately prior to the ARCO Marine Transfer Date. If Purchaser uses an insurer other than ASO, Purchaser will reimburse ARCO for 50% of any termination penalty, release call or other calls related to termination made against ARCO by ASO, subject to a maximum reimbursement by Purchaser of $1 million, and ARCO will reimburse Purchaser for 50% of any termination penalty, release call or other calls related to termination made against ARCO Marine by ASO. Sellers and Purchaser acknowledge that as and when insurance market conditions policies expire or are renewed, it may not be possible to maintain the same insurance coverage either in kind or amount as may be in place as of the date of this Agreement. From and other factors beyond BGC Partners’ control, maintain, for after the protection applicable Closing Date with respect to the Shares of Newmark each Company and the other members of Conveyed Properties, Purchaser shall solely be responsible for providing such insurance coverage as it may in its sole judgment determine to be appropriate which respect to occurrences and claims arising after such Closing Date with respect to each Company and the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC PartnersConveyed Properties, as the case may be. With respect to claims arising after the applicable Closing Date, including claims made after such Closing Date for all costs Losses occurring prior to the relevant Closing Date but insured on a "claims made" basis, Purchaser shall have no separate or independent claim against or interest in insurance policies of ARCO and expenses associated therewith that are allocated by BGC Partners ARCO's Subsidiaries (without prejudice to Newmark and its Covered Subsidiaries the Sellers' submission of claims in accordance conformity with BGC Partners’ practice the provisions of this Section) with respect to losses or claims related to occurrences prior to the Transferred Business as of the IPO applicable Closing Date. To Schedule 5.13 lists insurance policies that provide occurrence coverage to ARCO which may be available to Purchaser to respond to claims arising out of occurrences prior to the extent BGC Partners purchases a new type of insurance, applicable Closing Date. Sellers acknowledge that there may be additional policies which may provide some coverage with respect to losses or an amount or level of insurance not previously purchased by BGC Partners in order claims related to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of occurrences prior to the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark applicable Closing Date. Sellers agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemniteeon a reasonable basis with Purchaser, BGC Holdings Indemniteeat Purchaser's expense, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether identifying any such policies and will, as appropriate, tender, submit or programs apply to any Transferred Liabilities and/or present claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programssuch policies, provided that Sellers may in their sole discretion decline to tender, submit or amend, modify or waive any rights under present any such claim if acceptance or processing of any such claim by the relevant insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary carrier or provider would result in order any economic cost or charge to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners Sellers or any member Subsidiary or Affiliate of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. Sellers (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of policies written by or agreements by Subsidiaries or Affiliates of the level Sellers or scope policies that are experience rated, fronted or otherwise recapture all or a portion of any recovery from the insured or policy holder through subsequent premium adjustments or charges), provided Sellers shall submit or present any such insuranceclaim should Purchaser agree to hold Sellers harmless from any such economic cost or charge unless, in the creditworthiness reasonable judgment of Sellers, any insurance carrier, the terms and conditions such agreement of any policy, the adequacy or timeliness of any notice Purchaser would be insufficient to any insurance carrier with respect to any claim or potential claim or otherwise.prevent an adverse effect on a

Insurance Matters. (a) During From and after the period from date of this Agreement, Imagistics is responsible to take whatever action is needed or appropriate to provide notice to the IPO Closing Date through appropriate insurance companies of, and to process, claims under the Distribution Dateinsurance in effect on the date of this Agreement, BGC Partners willlisted on Schedule 8.04 hereto, subject to insurance market conditions and other factors beyond BGC Partners’ controlincluding applicable predecessor policies, maintain, for the protection of Newmark and the other members ("Applicable Insurance") that may cover all or any part of the Newmark Group (to the extent such members assets, liabilities, business or employees of the Newmark Imagistics Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to events occurring prior to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new earlier to occur, with respect to each type of insurance, or an amount or level of the effective date of insurance coverage obtained by Imagistics or the Distribution Date (any such claims being referred to as ("Imagistics Claims"), it being understood that in no event shall Pitney Bowes be obligated to process any such claims or to pay premiums witx xxxpect to the Applicable Insurance beyond what it has already paid. It is further understood that Pitney Bowes does not previously purchased by BGC Partners warrant that there will be any coverage or payment maxx xxder the Applicable Insurance for any Imagistics Claims and that Pitney Bowes shall not be responsible in order any respect if a claim for such coxxxxxe does not result in such coverage. Pitney Bowes agrees that the consummation of this agreement will not eliminxxx xr reduce any rights that Imagistics has or otherwise would have under the Applicable Insurance and Imagistics agrees that Pitney Bowes does not warrant the existence or extent of any such rights. Pxxxxx Bowes is also not responsible to protectobtain any renewal of any policy thxx xx part of the Applicable Insurance. Subject to the foregoing, Pitney Bowes agrees that, to the extent coverage under the Applicable Insurxxxx is available for Imagistics Claims, the Applicable Insurance shall be for the benefit of Imagistics and Pitney Bowes shall, at least in partImagistics' expense, Newmark or any of its Covered Subsidiariestake all action reasonably requxxxxx by Imagistics, that portion of necessary to permit Imagistics to make claims against and otherwise enforce the costs and expenses of such insurance attributable Applicable Insurance with respect to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by NewmarkImagistics Claims. (b) BGC Partners On or about the following respective dates, Imagistics will purchase (or will have purchased) the following insurance policy(ies) for its immediate and Newmark agree future interests which will respond to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that loss before any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for maintained by Pitney Bowes: (i) October 20, 2001, Property; (ii) November 1, 2001, Workerx' Xxmpensation, General Liability, Auto Liability, Umbrella policy(ies), Aircraft (non-owned). Should any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall loss not be renewed or extended beyond covered under Imagistics' policy(ies), consistent with and limited by the current expiration dateterms and conditions of this section an Imagistics Claim for such uncovered amounts may be made under Pitney Bowes' Applicable Insurance covering property losses which may respoxx xx Excess/Difference in Conditions capacity. (c) From Imagistics shall be liable for any and after all costs, expenses, damages, liabilities and deductibles associated with Imagistics Claims under the Distribution DateApplicable Insurance to the extent not covered by Applicable Insurance (the "Imagistics Claims Costs and Expenses"), except where the deductible is satisfied through accruals (referred to as otherwise agreed between BGC Partners and Newmark"accrued insurance" on Schedule 2.02 hereof), neither Newmark nor any member of the Newmark Group as reflected on Schedule 8.04 hereto, established by Pitney Bowes for such purpose. Imagistics shall have any rights to or not be responsible for a dexxxxxble in connection with claims made under any of BGC Partners’ or its Affiliates’ insurance policies"accrued insurance." (d) BGC Partners shall retain Imagistics will provide prompt written notice to Pitney Bowes of all insurance claims submitted by Imagistics under Applicabxx Xxsurance and will provide Pitney Bowes with regular reports, in writing, at least on a quarterly basix, xx to the exclusive right to control its insurance policies status of, significant developments in, costs and programsexpenses being incurred in, including and payments made in connection with the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under underlying claims involved in any such insurance policies claim, including any underlying litigation (an "Underlying Claim or Litigation") and programsthe status of the insurance claim itself. (e) Imagistics will in good faith take all appropriate steps to minimize the costs, notwithstanding whether expenses and liabilities incurred in connection with an Underlying Claim or Litigation and will in good faith consider any recommendations made by Pitney Bowes to minimize such policies costs, expenses and liabilities. (f) Imxxxxxics will not settle any Underlying Claim or programs apply Litigation for more than $250,000 without the consent of Pitney Bowes, such consent not to be unreasonably withheld. (g) The pxxxxxs agree that, to the extent that the Applicable Insurance applies directly or indirectly to any Transferred Liabilities and/or claims Newmark assets, liabilities, business or any member employees of the Newmark Group has made or could make in the futureImagistics Group, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect such Applicable Insurance shall be limited to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred insured events occurring prior to the Distribution Date. It is further understood that such Applicable Insurance shall also be for the benefit of Pitney Bowes Group to the extent directly or indirectly applicable to any axxxxx, liabilities, business or employees of Pitney Bowes Group. (eh) This Agreement All notices and reports to be delivered to Pixxxx Bowes pursuant to this Section 8.04 shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance delivered to Deborah Faxxxx, Risk Manager, Pitney Bowes Inc., 1 Elmcroft Road, MSX 00-00, Xxxxxord, CT 06926-0700, Telxxxxx: 203-300-0000, xxxx x xxxx xx: Xxx X. Xxxx, Xxxx Xxxxxxxxt and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insuranceCorporxxx Xxxxxxxxy, Pitney Bowes Inx. (f) Newmark does hereby, for itself and each other member of the Newmark Group0 Xxxxxoft Road, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any timeMSC 65-19, including as a result of the level or scope of any such insuranceStamford, the creditworthiness of any insurance carrierCT 06926-0700, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwiseTelxxxxx: 203-300-0000.

Insurance Matters. (a) During Members of the period from Outdoor Group will continue to have coverage under CCU’s insurance program until the IPO Closing Date through Trigger Date. Members of the Distribution DateOutdoor Group will pay retrospective premium adjustments under each such Insurance Policy based on their loss experience under the Insurance Policy and in accordance with CCU’s pricing methodologies. Except as otherwise set forth on Schedule 6.3, BGC Partners will, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Outdoor Group (will have coverage under all Insurance Policies with respect to periods prior to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries Trigger Date in accordance with BGC Partners’ practice with respect to the Transferred Business as terms of the IPO Closing Dateeach such Insurance Policy. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs CCU and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Outdoor agree to cooperate in good faith to provide for an orderly transition of insurance coverage from leading up to the date hereof through Trigger Date, and for the Distribution Datetreatment of any Insurance Policies that will remain in effect following the Trigger Date on a mutually agreeable basis. Outdoor may cancel coverage under any Insurance Policy by written notice to CCU at least sixty (60) days prior to such cancellation. In no event shall CCU, any other member of the BGC Partners CCU Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee CCU Indemnified Party have liability or obligation whatsoever to any member of the Newmark Outdoor Group in the event that if any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability of any member of the Newmark Outdoor Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. CCU shall provide notice to Outdoor promptly upon its becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or is reasonably likely to be terminated or otherwise cease to be in effect. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Transaction Document, the parties intend by this Agreement that Outdoor and Newmark, neither Newmark nor each other member of the Outdoor Group be successors-in-interest to all rights that any member of the Newmark Outdoor Group shall may have as of the Closing Date as a subsidiary, affiliate, division or department of CCU prior to the Closing Date under any rights policy of insurance issued to CCU by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of BGC Partners’ the Outdoor Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the Closing Date. At the request of Outdoor, CCU shall take all commercially reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that CCU shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (dii) BGC Partners shall retain Except as otherwise contemplated by any Transaction Document, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back none of CCU or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Outdoor or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided, however, that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Outdoor and programs. Newmark shall cooperate with BGC Partners and CCU will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners CCU Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Outdoor does hereby, for itself and each other member of the Newmark Outdoor Group, agree that no member of the BGC Partners CCU Group or any CCU Indemnified Party shall have any Liability whatsoever to Outdoor or any other member of the Outdoor Group as a result of the insurance policies and practices of BGC Partners CCU and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict any member of the Outdoor Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period; provided that, Outdoor shall give CCU prompt written notice of any such insurance policy acquired prior to the Trigger Date.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance)Group, policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During From and after the Split-Off Date, other than with respect to D&O Policies, Blockbuster and its Affiliates shall cease to be insured under insurance policies or programs issued to Viacom under which Blockbuster or its Affiliates were, prior to the Split-Off Date, also insured as additional insureds or otherwise (collectively, the “Viacom Insurance Policies”). Nothing in this Section 5.06 shall restrict or abridge Blockbuster’s or its Affiliates’ rights and responsibilities, if any, under the Viacom Insurance Policies (i) under occurrence-based policies, with respect to occurrences happening prior to the Split-Off Date or (ii) under claims-made policies, claims made or circumstances noticed to the insurer during the period from provided under the IPO Closing Date through applicable policy. Viacom shall, at the Distribution Datereasonable request of Blockbuster, BGC Partners will, subject take all steps reasonably necessary or desirable to insurance market conditions cooperate with and other factors beyond BGC Partners’ control, maintain, for to assist Blockbuster in its pursuit of any claims properly being asserted by or on behalf of Blockbuster or its Affiliates under the protection of Newmark and the other members Viacom Insurance Policies. With respect to any of the Newmark Group (Viacom Insurance Policies under which Blockbuster and its Affiliates shall cease to be insured, to the extent there is a period between the Split-Off Date and the later expiration of such members of the Newmark Group do not maintain separate policies of insurance)policy or program, policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases Blockbuster had been allocated and paid a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses premium for such policy or program, Viacom shall reimburse Blockbuster within 60 days after the end of such insurance the month in which the Split-Off Date occurs an amount equal to the pro rata portion of the premium amount allocated to Blockbuster attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmarksuch period. (b) BGC Partners From and Newmark agree to cooperate in good faith to provide for an orderly transition of insurance coverage from after the date hereof through the Distribution Split-Off Date. In no event , Viacom and its Affiliates shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be insured under insurance policies or programs issued to Blockbuster under which Viacom or its Affiliates were, prior to the Split-Off Date, also insured as additional insureds or otherwise (collectively, the “Blockbuster Insurance Policies”). Nothing in effect for any reasonthis Section 5.06 shall restrict or abridge Viacom or its Affiliates’ rights and responsibilities, shall be unavailable if any, under the Blockbuster Insurance Policies (i) under occurrence-based policies, with respect to occurrences happening prior to the Split-Off Date or inadequate (ii) under claims-made policies, claims made or circumstances noticed to cover any Liability the insurer during the period provided under the applicable policy. Blockbuster shall, at the reasonable request of Viacom, take all steps reasonably necessary or desirable to cooperate with and to assist Viacom in its pursuit of any member claims properly being asserted by or on behalf of Viacom or its Affiliates under the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration dateBlockbuster Insurance Policies. (c) From and Blockbuster shall be responsible at all times after the Distribution Split-Off Date for securing and maintaining on its own behalf all insurance that it desires or is required to secure and maintain, which shall, in any event, include: (i) any insurance that Blockbuster and its Affiliates purchased and maintained on their own behalf prior to the Split-Off Date, except as otherwise agreed between BGC Partners including, without limitation, general liability insurance, umbrella and Newmarkexcess liability insurance, neither Newmark nor comprehensive automobile liability insurance, workers compensation and employers liability insurance, aircraft hull and liability insurance; and (ii) any member of insurance under which Blockbuster and its Affiliates were covered prior to the Newmark Group shall have any rights Split-Off Date through insurance issued to or under any of BGC Partners’ or its Affiliates’ insurance policiesViacom, including directors and officers liability insurance, crime insurance, fiduciary insurance, errors and omissions insurance, employment practices insurance, business travel accident insurance, and all property insurance. (d) BGC Partners shall retain In the exclusive right to control its insurance policies event that both Viacom and programs, including the right to exhaust, settle, release, commute, buy-back Blockbuster or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could their respective Affiliates make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners Viacom Insurance Policy or any member of Blockbuster Insurance Policy which may individually or together exceed the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This Agreement shall not be considered as an attempted assignment amount of any policy applicable limit or sublimit, a fair and reasonable allocation of insurance such limit or as sublimit shall be made between Viacom and Blockbuster (the “Allocation”). Viacom and Blockbuster shall negotiate the Allocation in good faith for a contract of insurance period not to exceed thirty (30) days. If Viacom and shall not be construed Blockbuster fail to waive any right or remedy of any member of agree upon the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any Allocation within such insurancethirty-day period, the creditworthiness parties shall be free to submit their dispute to a court of any insurance carrier, competent jurisdiction for adjudication in accordance with the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwisethis Agreement.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject to insurance market conditions Valero and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Corner Store agree to cooperate in good faith to provide for an orderly transition of arrange insurance coverage from the date hereof through for Corner Store to be effective no later than the Distribution Date. In no event shall Valero, any other member of the BGC Partners Valero Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Valero Indemnitee have liability or obligation whatsoever to any member of the Newmark Corner Store Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Corner Store Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (cb) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark Corner Store nor any member of the Newmark Corner Store Group shall have any rights to or under any of BGC Partners’ Valero’s or its Affiliates’ insurance policies. At the Distribution Date, Corner Store shall have in effect all insurance programs required to comply with Corner Store’s contractual obligations and such other insurance policies as reasonably necessary, and, following the Distribution Date, Corner Store shall maintain such insurance programs and policies with insurers which comply with the minimum financial credit rating standards set by the major global insurance brokers. (dc) BGC Partners shall retain From and after the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes Distribution Date with respect to any of its insurance policies losses, damages and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or liabilities incurred by any member of the Newmark Corner Store Group has made prior to or could make in respect of the futureperiod prior to the Distribution Date, Valero shall provide Corner Store with access to, and no Corner Store may, upon ten (10) days’ prior written notice to Valero, make claims under, Valero’s third-party insurance policies and captive insurance policies in place at the time of the Distribution and Valero’s historical policies of insurance, but solely to the extent that such policies provided coverage for the Corner Store Group prior to the Distribution; provided, that such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Corner Store shall provide Valero with a written report sixty (60) days prior to any such third-party insurance policy’s renewal date, as advised by Valero, identifying any claims made by Corner Store for which notice has previously been provided to insurers of Valero; (ii) Corner Store and members of the Corner Store Group shall indemnify, hold harmless and reimburse Valero and members of the Valero Group for any deductibles, self-insured retention, fees and expenses incurred by Valero or members of the Valero Group to the extent resulting from any such access to, or any claims made by Corner Store or members of the Corner Store Group under, any insurance provided pursuant to this Section 6.1(c), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim-handling fees, whether such claims are made by Corner Store, its employees or third Persons; and (iii) Corner Store shall exclusively bear (and neither Valero nor any member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Valero Group shall have any obligation to secure extended reporting repay or reimburse Corner Store or members of the Corner Store Group for) and shall be liable for any all uninsured, uncovered, unavailable or uncollectible amounts of all such claims under any Liability policies of BGC Partners made by Corner Store or any member of the BGC Partners Corner Store Group under the policies as provided for in this Section 6.1(c). (iv) Notwithstanding the foregoing, nothing in this Section 6.1(c) shall be construed to limit any acts of Valero’s indemnification obligations, or omissions by any member Corner Store Indemnitee’s rights to receive indemnification, under Article V. In the event that an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corner Store Group, on the one hand, and the Valero Group, on the other hand, shall be responsible for their pro rata portion of the Newmark reinstatement premium, based upon the losses of such Group incurred submitted to Valero’s insurance carrier(s) (including any submissions prior to the Distribution Date. (e) This Agreement ). To the extent that the Valero Group or the Corner Store Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Valero’s insurance carrier(s), the other party shall not be considered as promptly pay the first party an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member amount so that each Group has been properly allocated its pro rata portion of the BGC Partners Group in respect of any insurance reinstatement premium. If Valero determines not to reinstate the policy or any other contract or policy of insurance. (f) Newmark does herebyaggregate, for itself and then each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result bear all of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwiseits own future costs.

Insurance Matters. (a) During Members of the period from Brands Group will continue to have coverage under Alon USA’s insurance program until the IPO Closing Date through Trigger Date. Members of the Distribution DateBrands Group will pay retrospective premium adjustments under each such Insurance Policy based on their loss experience under the Insurance Policy and in accordance with Alon USA’s pricing methodologies. Except as otherwise set forth on Schedule 6.3, BGC Partners will, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Brands Group (will have coverage under all Insurance Policies with respect to periods prior to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries Trigger Date in accordance with BGC Partners’ practice with respect to the Transferred Business as terms of the IPO Closing Dateeach such Insurance Policy. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs Alon USA and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Brands agree to cooperate in good faith to provide for an orderly transition of insurance coverage from leading up to the date hereof through Trigger Date, and for the Distribution Datetreatment of any Insurance Policies that will remain in effect following the Trigger Date on a mutually agreeable basis. Brands may cancel coverage under any Insurance Policy by written notice to Alon USA at least sixty (60) days prior to such cancellation. In no event shall Alon USA, any other member of the BGC Partners Alon USA Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee Alon USA Indemnified Party have liability or obligation whatsoever to any member of the Newmark Brands Group in the event that if any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability of any member of the Newmark Brands Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. Alon USA shall provide notice to Brands promptly upon its becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or is reasonably likely to be terminated or otherwise cease to be in effect. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Transaction Document, the parties intend by this Agreement that Brands and Newmark, neither Newmark nor each other member of the Brands Group be successors-in-interest to all rights that any member of the Newmark Brands Group shall may have as of the Closing Date as a subsidiary, affiliate, division or department of Alon USA prior to the Closing Date under any rights policy of insurance issued to Alon USA by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of BGC Partners’ the Brands Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the Closing Date. At the request of Brands, Alon USA shall take all commercially reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that Alon USA shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (dii) BGC Partners shall retain Except as otherwise contemplated by any Transaction Document, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back none of Alon USA or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Brands or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided, however, that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Brands and programs. Newmark shall cooperate with BGC Partners and Alon USA will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Alon USA Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Brands does hereby, for itself and each other member of the Newmark Brands Group, agree that no member of the BGC Partners Alon USA Group or any Alon USA Indemnified Party shall have any Liability whatsoever to Brands or any other member of the Brands Group as a result of the insurance policies and practices of BGC Partners Alon USA and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict any member of the Brands Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period; provided that, Brands shall give Alon USA prompt written notice of any such insurance policy acquired prior to the Trigger Date.

Insurance Matters. (a) During Members of the period from Outdoor Group will continue to have coverage under CCU’s insurance program until the IPO Closing Date through Trigger Date. Members of the Distribution Date, BGC Partners will, subject to insurance market conditions Outdoor Group will pay retrospective premium adjustments under each such Insurance Policy based on their loss experience under the Insurance Policy and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other in accordance with CCU’s pricing methodologies. The members of the Newmark Outdoor Group (will have coverage under all Insurance Policies with respect to periods prior to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries Trigger Date in accordance with BGC Partners’ practice with respect to the Transferred Business as terms of the IPO Closing Dateeach such Insurance Policy. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs CCU and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Outdoor agree to cooperate in good faith to provide for an orderly transition of insurance coverage from leading up to the date hereof through Trigger Date, and for the Distribution Datetreatment of any Insurance Policies that will remain in effect following the Trigger Date on a mutually agreeable basis. Outdoor may cancel coverage under any Insurance Policy by written notice to CCU at least sixty (60) days prior to such cancellation. In no event shall CCU, any other member of the BGC Partners CCU Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee CCU Indemnified Party have liability or obligation whatsoever to any member of the Newmark Outdoor Group in the event that if any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect or for any reason, reason shall be unavailable or inadequate to cover any Liability of any member of the Newmark Outdoor Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. CCU shall provide notice to Outdoor promptly upon its becoming aware that any Insurance Policy has been terminated or is otherwise no longer in effect or is reasonably likely to be terminated or otherwise cease to be in effect. (ci) From and after the Distribution Date, except Except as otherwise agreed between BGC Partners provided in any Transaction Document, the parties intend by this Agreement that Outdoor and Newmark, neither Newmark nor each other member of the Outdoor Group be successors-in-interest to all rights that any member of the Newmark Outdoor Group shall may have as of the Closing Date as a subsidiary, affiliate, division or department of CCU prior to the Closing Date under any rights policy of insurance issued to CCU by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Closing Date, including any rights such member of BGC Partners’ the Outdoor Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the Closing Date. At the request of Outdoor, CCU shall take all commercially reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that CCU shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (di) BGC Partners shall retain Except as otherwise contemplated by any Transaction Document, after the exclusive right to control its insurance policies and programsClosing Date, including the right to exhaust, settle, release, commute, buy-back none of CCU or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Outdoor or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided, however, that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Outdoor and programs. Newmark shall cooperate with BGC Partners and CCU will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners CCU Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Outdoor does hereby, for itself and each other member of the Newmark Outdoor Group, agree that no member of the BGC Partners CCU Group or any CCU Indemnified Party shall have any Liability whatsoever to Outdoor or any other member of the Outdoor Group as a result of the insurance policies and practices of BGC Partners CCU and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the Closing Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict any member of the Outdoor Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period; provided that, Outdoor shall give CCU prompt written notice of any such insurance policy acquired prior to the Trigger Date.

Insurance Matters. (a) During ARCO shall maintain insurance coverage with respect to each Company and the period from Conveyed Properties generally in a manner consistent with its past practice and overall insurance program for ARCO until the IPO applicable Closing Date through with respect to such Company or Conveyed Properties. From the Distribution ARCO Marine Transfer Date until the First Closing, ARCO agrees to maintain the ARCO excess general liability insurance program, insuring ARCO, its subsidiaries and divisions, in a manner consistent with ARCO's past practice. Purchaser acknowledges that upon the ARCO Marine Transfer Date, BGC Partners willthe excess comprehensive general liability insurance including tanker vessel pollution coverage maintained as part of the insurance coverage for ARCO and its subsidiaries may no longer be available with respect to the operations of ARCO Marine. Commencing on the ARCO Marine Transfer Date until the First Closing, Purchaser shall maintain insurance coverage for the AMI Conveyed Properties and the ARCO Trader, and for risks with respect to the operations of ARCO Marine, with an insurer which is a member of the International Group of Protection and Indemnity Associations, at the same or better level of coverage as ARCO maintained with the American Steamship Owners Mutual Protection and Indemnity Association, Inc. ("ASO") for the ARCO Trader, AMI Conveyed Properties and ARCO Marine immediately prior to the ARCO Marine Transfer Date. If Purchaser uses an insurer other than ASO, Purchaser will reimburse ARCO for 50% of any termination penalty, release call or other calls related to termination made against ARCO by ASO, subject to a maximum reimbursement by Purchaser of $1 million, and ARCO will reimburse Purchaser for 50% of any termination penalty, release call or other calls related to termination made against ARCO Marine by ASO. Sellers and Purchaser acknowledge that as and when insurance market conditions policies expire or are renewed, it may not be possible to maintain the same insurance coverage either in kind or amount as may be in place as of the date of this Agreement. From and other factors beyond BGC Partners’ control, maintain, for after the protection applicable Closing Date with respect to the Shares of Newmark each Company and the other members of Conveyed Properties, Purchaser shall solely be responsible for providing such insurance coverage as it may in its sole judgment determine to be appropriate which respect to occurrences and claims arising after such Closing Date with respect to each Company and the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC PartnersConveyed Properties, as the case may be. With respect to claims arising after the applicable Closing Date, including claims made after such Closing Date for all costs Losses occurring prior to the relevant Closing Date but insured on a "claims made" basis, Purchaser shall have no separate or independent claim against or interest in insurance policies of ARCO and expenses associated therewith that are allocated by BGC Partners ARCO's Subsidiaries (without prejudice to Newmark and its Covered Subsidiaries the Sellers' submission of claims in accordance conformity with BGC Partners’ practice the provisions of this Section) with respect to losses or claims related to occurrences prior to the Transferred Business as of the IPO applicable Closing Date. To Schedule 5.13 lists insurance policies that provide occurrence coverage to ARCO which may be available to Purchaser to respond to claims arising out of occurrences prior to the extent BGC Partners purchases a new type of insurance, applicable Closing Date. Sellers acknowledge that there may be additional policies which may provide some coverage with respect to losses or an amount or level of insurance not previously purchased by BGC Partners in order claims related to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of occurrences prior to the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark applicable Closing Date. Sellers agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemniteeon a reasonable basis with Purchaser, BGC Holdings Indemniteeat Purchaser's expense, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether identifying any such policies and will, as appropriate, tender, submit or programs apply to any Transferred Liabilities and/or present claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programssuch policies, provided that Sellers may in their sole discretion decline to tender, submit or amend, modify or waive any rights under present any such claim if acceptance or processing of any such claim by the relevant insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary carrier or provider would result in order any economic cost or charge to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners Sellers or any member Subsidiary or Affiliate of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. Sellers (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of policies written by or agreements by Subsidiaries or Affiliates of the level Sellers or scope policies that are experience rated, fronted or otherwise recapture all or a portion of any recovery from the insured or policy holder through subsequent premium adjustments or charges), provided Sellers shall submit or present any such insuranceclaim should Purchaser agree to hold Sellers harmless from any such economic cost or charge unless, in the creditworthiness reasonable judgment of Sellers, any insurance carrier, such agreement of Purchaser would be insufficient to prevent an adverse effect on a Seller. Sellers do not represent or warrant that coverage under such policies would be available to cover a loss sustained by Purchaser in any particular instance or generally. Any coverage under any such policy would be subject to the terms and conditions of any policy, such policies and rules of the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwiserelevant underwriter.

Insurance Matters. 6.01 Tutopia and IFX agree that Tutopia may remain on IFX's insurance policies relating to Directors and Officers, property, errors and omissions, professional liability, worker's compensation, office content and general liability until the earlier of such time as Tutopia no longer qualifies for coverage on the respective IFX Insurance Policy or, upon thirty (a30) During days' prior written notice to IFX, Tutopia elects to be removed from the IFX Insurance Policy or Policies. For so long as Tutopia is covered by IFX's Insurance Policies, Tutopia shall pay to IFX on a quarterly calendar basis (prorated on a daily basis for any partial month), no later than thirty (30) days after the end of each respective quarter, in respect of the period from the IPO Closing Date through date hereof until the Distribution Datetermination of Tutopia's coverage on all of IFX's Insurance Policies, BGC Partners will, subject in respect of Insurance Policies under which Tutopia shall continue to insurance market conditions have coverage following the date hereof. IFX and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Tutopia agree to cooperate in good faith to provide for an orderly transition the treatment of insurance coverage from any Insurance Policies that shall remain in effect following the date hereof through on a mutually agreeable basis. IFX shall provide Tutopia with prompt notice in the Distribution Dateevent that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason, provided that IFX shall provide Tutopia with reasonable notice prior to taking any action to terminate or reduce the scope of insurance. In no event shall IFX, any other member of the BGC Partners IFX Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco IFX Indemnitee have liability or obligation whatsoever to any member of the Newmark Tutopia Group in the event (i) that any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Tutopia Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date; or (ii) notwithstanding the provisions of the immediately preceding sentence, that IFX fails to provide Tutopia with notice of any such event. (ca) From The parties intend by this Agreement that Tutopia and after each other member of the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor Tutopia Group be successors-in-interest to all rights that any member of the Newmark Tutopia Group shall may have as of the date hereof as a subsidiary, affiliate, division or department of IFX prior to the date hereof under any rights policy of insurance issued to IFX by any insurance carrier unaffiliated with IFX or under any agreements related to such policies executed and delivered prior to the date hereof, including any rights such member of BGC Partners’ the Tutopia Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the date hereof. At the request of Tutopia, IFX shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however that IFX shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (db) BGC Partners shall retain after the exclusive right to control its insurance policies and programsdate hereof, including the right to exhaust, settle, release, commute, buy-back none of IFX or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Tutopia or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided however that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Tutopia and programs. Newmark shall cooperate with BGC Partners and IFX will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date.in an orderly fashion (e) 6.03 This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners IFX Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (f) Newmark 6.04 Tutopia does hereby, for itself and each other member of the Newmark Tutopia Group, agree that no member of the BGC Partners IFX Group or any IFX Indemnitee shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners IFX and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the date hereof, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. 6.05 Nothing in this Agreement shall be deemed to restrict any member of the Tutopia Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) During Dispatch and Citadel will reasonably cooperate to ensure that, as at the period from the IPO Closing Date through the Distribution DateSpin-Off Effective Time, BGC Partners willSpinCo has in effect all insurance programs and policies required to comply with SpinCo’s contractual obligations, subject to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (including pursuant to the extent XxxXx Financing, and such members of the Newmark Group do not maintain separate other insurance policies of insurance), policies of insurance that are comparable to those maintained generally required by applicable Law or as reasonably necessary or appropriate for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect companies operating a business similar to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by NewmarkSpinCo Business. (b) BGC Partners SpinCo will use its Commercially Reasonable Efforts to administer all claims with respect to insured events affecting the SpinCo Group occurring prior to the Lockbox Date in accordance with the terms of the insurance programs and Newmark agree policies available to cooperate it for such claims in good faith the Ordinary Course. To the extent that such claims are intended to provide for an orderly transition cover Cash expended by the Citadel Group (including the SpinCo Group) prior to the Lockbox Date, Citadel will retain and receive the benefit of insurance coverage any recovery with respect to such claims (and SpinCo will turn over such recovery to Citadel promptly and in any event within five Business Days from the date hereof through receipt thereof); provided that such recovery will be net of any deductibles and self-insured retention amounts or costs of any retroactive insurance premiums (in each case, to the Distribution Date. In no event shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever extent reasonably attributable to any member of the Newmark Group in the event that any insurance policy such claims on a pro rata basis) or other contract amounts paid or policy of insurance shall be terminated or otherwise cease to be expenses reasonably incurred by SpinCo in effect for connection with any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration datesuch claims. (c) From To the extent not included in the SpinCo Prepaid Expenses that are the subject of Section 1.09(d)(ii), SpinCo will turn over all premium refunds and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor will pay all premium credits issued by any member underwriter or insurance company in respect of all premiums paid by or on behalf of the Newmark Citadel Group shall have prior to the Lockbox Date to Citadel promptly and in any rights to or under any of BGC Partners’ or its Affiliates’ insurance policiesevent within five Business Days from the receipt thereof. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark SpinCo does hereby, for itself and each other member of the Newmark SpinCo Group, agree that no member of the BGC Partners Citadel Group shall will have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members Citadel, any member of the BGC Partners Group Citadel Group, the Citadel GP or the Manager of the SpinCo Vessels as in effect at any from time to time, including as a result of with respect to the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During Metar and Path 1 contemplate that Metar shall obtain its own Directors and Officers Insurance Policy in a timely manner following the sale of equity to new investors. Each of Metar and Path 1 agree that Metar may remain on Path 1's insurance policies relating to property, errors and omissions, professional liability, automobile and general liability until the earlier of such time as Metar no longer qualifies for coverage on the respective Path 1 Insurance Policy or, upon thirty (30) days' prior written notice to Path 1, Metar elects to be removed from the Path 1 Insurance Policy or Policies. For so long as Metar is covered by Path 1's Insurance Policies, Metar will pay to Path 1 each month (prorated on a daily basis for any partial month) in respect of the period from the IPO Closing Date through date hereof until the Distribution Datetermination of Metar's coverage on all of Path 1's Insurance Policies the amount calculated as set forth on Exhibit D hereto, BGC Partners will, subject such amount to insurance market conditions and other factors beyond BGC Partners’ control, maintain, for be payable in arrears by the protection of Newmark and the other members 10th day of the Newmark Group (next succeeding month, in respect of Insurance Policies under which Metar will continue to have coverage following the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners date hereof. Path 1 and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Metar agree to cooperate in good faith to provide for an orderly transition the treatment of insurance coverage from any Insurance Policies that will remain in effect following the date hereof through on a mutually agreeable basis. Path 1 shall provide Metar with prompt notice in the Distribution Dateevent that any Insurance Policy shall be terminated or otherwise cease to be in effect for any reason. In no event shall Path 1, any other member of the BGC Partners Path 1 Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Path 1 Indemnitee have liability or obligation whatsoever to any member of the Newmark Metar Group in the event (i) that any insurance policy Insurance Policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Metar Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date, or (ii) notwithstanding the provisions of the immediately preceding sentence, that Path 1 fails to provide Metar with notice of any such event. (ci) From The parties intend by this Agreement that Metar and after each other member of the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor Metar Group be successors-in-interest to all rights that any member of the Newmark Metar Group shall may have as of the date hereof as a subsidiary, affiliate, division or department of Path 1 prior to the date hereof under any rights policy of insurance issued to Path 1 by any insurance carrier unaffiliated with Path 1 or under any agreements related to such policies executed and delivered prior to the date hereof, including any rights such member of BGC Partners’ the Metar Group may have, as an insured or its Affiliates’ additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance policiesor any such agreements related to such policies as in effect prior to the date hereof. At the request of Metar, Path 1 shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however that Path 1 shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (dii) BGC Partners shall retain After the exclusive right to control its insurance policies and programsdate hereof, including the right to exhaust, settle, release, commute, buy-back none of Path 1 or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark Metar or any member of the Newmark Group has made or could make in the future, and no member of the Newmark Group their respective Groups shall, without the prior written consent of BGC Partnersthe other, erode, exhaust, settle, provide any such insurance carrier with a release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights of any member of the other Group thereunder; provided, however that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability, or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Path 1 and programs. Newmark shall cooperate with BGC Partners and Metar will share such information as is reasonably necessary in order to permit BGC Partners the other to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Datein an orderly fashion. (ec) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Path 1 Group in respect of any insurance policy Insurance Policy or any other contract or policy of insurance. (fd) Newmark Metar does hereby, for itself and each other member of the Newmark Metar Group, agree that no member of the BGC Partners Path 1 Group or any Path 1 Indemnitee shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners Path 1 and the members of the BGC Partners Group its Affiliates as in effect at any timetime prior to the date hereof, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Nothing in this Agreement shall be deemed to restrict any member of the Metar Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) During Buyer and the period from Company acknowledge and agree that, effective as of the IPO Closing Date through the Distribution Date, BGC Partners willcoverage for all Employees, subject to Former Employees and their Beneficiaries under all health and medical insurance market conditions and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (plans or programs as applied to the extent such members Company and each of its subsidiaries including the Newmark Group do not maintain separate policies of insurance), policies of $50,000 per covered participant stop loss health insurance that are comparable coverage as applied to those maintained generally for BGC Partners the Company and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries subsidiaries in accordance with BGC Partners’ DKM's and the Company's prior practice (other than Pattxxxxx Xxxolulu Broadcasting Corp.) (the "Group's Health Plan") shall terminate and be of no further force or effect. Notwithstanding the preceding sentence, any expense incurred by an Employee, Former Employee or Beneficiary prior to the Closing Date that would have been covered under the Group's Health Plan shall continue to be the responsibility of DKM. From and after the Closing Date, Buyer shall cause the Company and each of its subsidiaries to pay (and the Company and each subsidiary hereby agree to pay) to DKM any premium or other charges due in respect of coverage of Employees, Former Employees or Beneficiaries under the Group's Health Plan through the Closing Date within 30 days after receipt of an invoice or statement relating to the same. The amount of such premiums and charges shall be calculated in accordance with DKM's and the Company's and each of its subsidiaries' prior practices regarding such premiums and charges. DKM shall promptly refund to the Company any excess premiums and charges paid by the Company through the Closing Date in accordance with DKM's prior practices regarding excess premiums and charges. Buyer agrees to notify all Employees, Former Employees and their Beneficiaries of the manner in which pre-Closing Date expenses under the Group's Health Plan are to be submitted for reimbursement and to request that all such expenses be submitted within 60 days after the Closing Date. Buyer and the Company acknowledge and agree that, effective as of the Closing Date, coverage for all Employees, Former Employees and their Beneficiaries under all life insurance, disability, AD&D or any other welfare or benefit plans or programs sponsored or maintained by DKM as applied to the Company and each of its subsidiaries shall terminate and be of no further force or effect with respect to periods after the Transferred Business Closing Date. Buyer and the Company acknowledge and agree that, effective as of the IPO Closing Date, coverage for all Employees, Former Employees and their beneficiaries under the Stop Loss Contract between Trustmark Insurance Company ("Trustmark") and DKM (the "Stop Loss Contract") shall terminate and be of no further force or effect. To Notwithstanding the extent BGC Partners purchases a new type of insurancepreceding sentence, DKM shall cause all claims for expenses incurred by an Employee, Former Employee or an amount or level of insurance not previously purchased by BGC Partners beneficiary prior to the Closing Date that otherwise would have been allowed to be submitted under the Stop Loss Contract to be submitted to Trustmark in order to protect, at least in part, Newmark or any accordance with prior practices. Buyer shall cause the Company and each of its Covered Subsidiaries, that portion subsidiaries to pay (and the Company and each subsidiary hereby agrees to pay) to DKM the premiums for such coverage calculated in accordance with the prior practices regarding such premiums within 30 days after receipt of an invoice or statement relating to the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmarksame. (b) BGC Partners From and Newmark agree to cooperate in good faith to provide for an orderly transition after the Closing Date, (i) the Company and each of insurance coverage from the date hereof through the Distribution Date. In no event its subsidiaries shall any member of the BGC Partners Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Indemnitee have liability or obligation whatsoever to any member of the Newmark Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be covered with respect to any event or occurrence after the Closing Date under all insurance policies covering the Company or any of its subsidiaries (other than insurance policies described in effect for any reasonthe first sentence of subsection (a) above and other than the Stop Loss Contract, each of which shall be unavailable subject to the provisions of such subsection) and (ii) with respect to any event or inadequate occurrence on or prior to cover any Liability the Closing Date, the Company and each of any member its subsidiaries shall, subject to the terms and conditions of such policies, continue to be entitled to the Newmark Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration datebenefits thereof. (c) From Buyer shall cause the Company and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark nor any member of the Newmark Group shall have any rights to or under any of BGC Partners’ or its Affiliates’ insurance policies. (d) BGC Partners shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any each of its insurance policies subsidiaries to pay to DKM from time to time any and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Liabilities and/or claims Newmark or any member all Retro-Premium Insurance Amounts within 30 days after receipt by Buyer of the Newmark Group an invoice from DKM that DKM has made or could make in the future, and no member of the Newmark Group shall, without the prior written consent of BGC Partners, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with BGC Partners’ insurers with respect to any of BGC Partners’ insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark shall cooperate with BGC Partners and share such information as is reasonably necessary in order to permit BGC Partners to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners nor any of the members of the BGC Partners Group shall have any obligation to secure extended reporting for any claims under any Liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Group incurred prior to the Distribution Date. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Group in respect of any insurance policy or any other contract or policy of insurance. (f) Newmark does hereby, for itself and each other member of the Newmark Group, agree that no member of the BGC Partners Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners and the members of the BGC Partners Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.paid Retro-

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners Sunoco will, subject to insurance market conditions and other factors beyond BGC Partners’ Sunoco’s control, maintain, for the protection of Newmark SunCoke and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance)its Covered Subsidiaries, policies of insurance that are comparable to those maintained generally for BGC Partners Sunoco and its Covered Subsidiaries during the same period. Newmark SunCoke will promptly pay or reimburse BGC PartnersSunoco, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners Sunoco to Newmark SunCoke and its Covered Subsidiaries in accordance with BGC Partners’ Sunoco’s practice with respect to the Transferred SunCoke Business as of the IPO Closing Date. To the extent BGC Partners Sunoco purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners Sunoco in order to protect, at least in part, Newmark SunCoke or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark SunCoke or any of its Covered Subsidiaries, as determined in BGC Partners’ Sunoco’s sole discretion, shall be reimbursed by NewmarkSunCoke. (b) BGC Partners Sunoco and Newmark SunCoke agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date. In no event shall Sunoco, any other member of the BGC Partners Sunoco Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Sunoco Indemnitee have liability or obligation whatsoever to any member of the Newmark SunCoke Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark SunCoke Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (c) From and after the Distribution Date, except other than as otherwise agreed between BGC Partners and Newmarkprovided in Section 6.5(d), neither Newmark SunCoke nor any member of the Newmark SunCoke Group shall have any rights to or under any of BGC Partners’ Sunoco’s or its Affiliates’ insurance policies. At the Distribution Date, SunCoke shall have in effect all insurance programs required to comply with SunCoke’s contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating a business similar to SunCoke’s. Such insurance programs may include, but are not limited to, general liability, commercial auto liability, workers’ compensation, employer’s liability, product liability, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, aircraft hull and liability, directors’ and officers’ liability and fiduciary liability. (d) BGC Partners From and after the Distribution Date, with respect to any losses, damages and liability incurred by any member of the SunCoke Group prior to the Distribution Date, Sunoco will provide SunCoke with access to, and SunCoke may make claims under Sunoco’s third-party insurance policies in place at the time of the Distribution and Sunoco’s historical policies of insurance, but solely to the extent that such policies provided coverage for the SunCoke Group prior to the Distribution; provided, that such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (A) SunCoke shall report, as promptly as practicable claims in accordance with Sunoco’s claim reporting procedures in effect immediately prior to the Distribution Date (or in accordance with any modifications to such procedures after the Distribution Date communicated by Sunoco to SunCoke in writing); (B) SunCoke and its Affiliates shall indemnify, hold harmless and reimburse Sunoco and its Affiliates for any deductibles, self-insured retention, fees and expenses incurred by Sunoco or its Affiliates to the extent resulting from any access to, any claims made by SunCoke or any of its Affiliates under, any insurance provided pursuant to this Section 6.5(g), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by SunCoke, its employees or third Persons; and (C) SunCoke shall exclusively bear (and neither Sunoco nor its Affiliates shall have any obligation to repay or reimburse SunCoke or its Affiliates for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by SunCoke or any of its Affiliates under the policies as provided for in this Section 6.5(g). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SunCoke Group, on the one hand, and the Sunoco Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group submitted to Sunoco’s insurance carrier(s) (including any submissions prior to the Distribution Date). To the extent that the Sunoco Group or the SunCoke Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Sunoco’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Sunoco and SunCoke can mutually agree not to reinstate the policy aggregate and each Group then will bear all of its own future costs. (e) All payments and reimbursements by SunCoke pursuant to this Section 6.5 will be made within fifteen (15) days after SunCoke’s receipt of an invoice therefor from Sunoco. If Sunoco incurs costs to enforce SunCoke’s obligations herein, SunCoke agrees to indemnify Sunoco for such enforcement costs, including attorneys’ fees. (f) Sunoco shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred SunCoke Liabilities and/or claims Newmark or any member of the Newmark Group SunCoke has made or could make in the future, and no member of the Newmark SunCoke Group shall, without the prior written consent of BGC PartnersSunoco, erode, exhaust, settle, release, commute, buyback buy-back or otherwise resolve disputes with BGC Partners’ Sunoco’s insurers with respect to any of BGC Partners’ Sunoco’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark SunCoke shall cooperate with BGC Partners Sunoco and share such information as is reasonably necessary in order to permit BGC Partners Sunoco to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners Sunoco nor any of the members of the BGC Partners Group its Affiliates shall have any obligation to secure extended reporting for any claims under any Liability of Sunoco’s or its Affiliates’ liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark SunCoke Group incurred prior to the Distribution Date. (eg) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Sunoco Group in respect of any insurance policy or any other contract or policy of insurance. (fh) Newmark SunCoke does hereby, for itself and each other member of the Newmark SunCoke Group, agree that no member of the BGC Partners Sunoco Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners Sunoco and the members of the BGC Partners Group its Affiliates as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) During the period from the IPO Closing Date through the Distribution Date, BGC Partners will, subject to insurance market conditions Valero and other factors beyond BGC Partners’ control, maintain, for the protection of Newmark and the other members of the Newmark Group (to the extent such members of the Newmark Group do not maintain separate policies of insurance), policies of insurance that are comparable to those maintained generally for BGC Partners and its Covered Subsidiaries during the same period. Newmark will promptly pay or reimburse BGC Partners, as the case may be, for all costs and expenses associated therewith that are allocated by BGC Partners to Newmark and its Covered Subsidiaries in accordance with BGC Partners’ practice with respect to the Transferred Business as of the IPO Closing Date. To the extent BGC Partners purchases a new type of insurance, or an amount or level of insurance not previously purchased by BGC Partners in order to protect, at least in part, Newmark or any of its Covered Subsidiaries, that portion of the costs and expenses of such insurance attributable to Newmark or any of its Covered Subsidiaries, as determined in BGC Partners’ sole discretion, shall be reimbursed by Newmark. (b) BGC Partners and Newmark Corner Store agree to cooperate in good faith to provide for an orderly transition of arrange insurance coverage from the date hereof through for Corner Store to be effective no later than the Distribution Date. In no event shall Valero, any other member of the BGC Partners Valero Group or any BGC Partners Inc. Indemnitee, BGC Holdings Indemnitee, BGC Opco Valero Indemnitee have liability or obligation whatsoever to any member of the Newmark Corner Store Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Newmark Corner Store Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (cb) From and after the Distribution Date, except as otherwise agreed between BGC Partners and Newmark, neither Newmark Corner Store nor any member of the Newmark Corner Store Group shall have any rights to or under any of BGC Partners’ Valero’s or its Affiliates’ insurance policies. At the Distribution Date, Corner Store shall have in effect all insurance programs required to comply with Corner Store’s contractual obligations and such other insurance policies as reasonably necessary, and, following the Distribution Date, Corner Store shall maintain such insurance programs and policies with insurers which comply with the minimum financial credit rating standards set by the major global insurance brokers. (c) From and after the Distribution Date with respect to any losses, damages and liabilities incurred by any member of the Corner Store Group prior to or in respect of the period prior to the Distribution Date, Valero shall provide Corner Store with access to, and Corner Store may, upon ten (10) days’ prior written notice to Valero, make claims under, Valero’s third-party insurance policies and captive insurance policies in place at the time of the Distribution and Valero’s historical policies of insurance, but solely to the extent that such policies provided coverage for the Corner Store Group prior to the Distribution; provided, that such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) Corner Store shall provide Valero with a written report sixty (60) days prior to any such third-party insurance policy’s renewal date, as advised by Valero, identifying any claims made by Corner Store for which notice has previously been provided to insurers of Valero; (ii) Corner Store and members of the Corner Store Group shall indemnify, hold harmless and reimburse Valero and members of the Valero Group for any deductibles, self-insured retention, fees and expenses incurred by Valero or members of the Valero Group to the extent resulting from any such access to, or any claims made by Corner Store or members of the Corner Store Group under, any insurance provided pursuant to this Section 6.1(c), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim-handling fees, whether such claims are made by Corner Store, its employees or third Persons; and (iii) Corner Store shall exclusively bear (and neither Valero nor any member of the Valero Group shall have any obligation to repay or reimburse Corner Store or members of the Corner Store Group for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Corner Store or any member of the Corner Store Group under the policies as provided for in this Section 6.1(c). (iv) Notwithstanding the foregoing, nothing in this Section 6.1(c) shall be construed to limit any of Valero’s indemnification obligations, or any Corner Store Indemnitee’s rights to receive indemnification, under Article V. In the event that an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Corner Store Group, on the one hand, and the Valero Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, based upon the losses of such Group submitted to Valero’s insurance carrier(s) (including any submissions prior to the Distribution Date). To the extent that the Valero Group or the Corner Store Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Valero’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. If Valero determines not to reinstate the policy aggregate, then each Group shall bear all of its own future costs. In the event that any member of the Valero Group incurs any losses, damages or liability prior to or in respect of the period prior to the Distribution Date for which such member of the Valero Group is entitled to coverage under Corner Store’s third-party insurance policies, the same process pursuant to this Section 6.1(c) shall apply, substituting “Valero” for “Corner Store” and “Corner Store” for “Valero.” (d) BGC Partners All payments and reimbursements by Corner Store pursuant to this Section 6.1 shall be made within fifteen (15) days after Corner Store’s receipt of an invoice therefor from Valero. If Valero incurs costs to enforce Corner Store’s obligations herein, Corner Store agrees to indemnify Valero for such enforcement costs, including attorneys’ fees. (e) All payments and reimbursements by Valero pursuant to this Section 6.1 shall be made within fifteen (15) days after Valero’s receipt of an invoice therefor from Corner Store. If Corner Store incurs costs to enforce Valero’s obligations herein, Valero agrees to indemnify Corner Store for such enforcement costs, including attorneys’ fees. Valero shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-buy back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Transferred Corner Store Liabilities and/or claims Newmark or any member of the Newmark Group Corner Store has made or could make in the future, and no member of the Newmark Corner Store Group shall, without the prior written consent of BGC PartnersValero, erode, exhaust, settle, release, commute, buyback buy-back or otherwise resolve disputes with BGC Partners’ Valero’s insurers with respect to any of BGC Partners’ Valero’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newmark Corner Store shall cooperate with BGC Partners Valero and share such information at Corner Store’s cost as is reasonably necessary in order to permit BGC Partners Valero to manage and conduct its insurance matters as it deems appropriate. Neither BGC Partners Valero nor any of the members of the BGC Partners Group its Affiliates shall have any obligation to secure extended reporting for any claims under any Liability of Valero’s or its Affiliates’ liability policies of BGC Partners or any member of the BGC Partners Group for any acts or omissions by any member of the Newmark Corner Store Group incurred prior to the Distribution Date. To the extent reasonably practicable, Valero will notify Corner Store at least 10 days prior to terminating or initiating a buyback of any insurance policy or program with respect to which Corner Store has asserted a claim or given written notice to Valero that it proposes to submit a claim. (ef) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the BGC Partners Valero Group in respect of any insurance policy or any other contract or policy of insurance. (fg) Newmark Corner Store does hereby, for itself and each other member of the Newmark Corner Store Group, agree that no member of the BGC Partners Valero Group shall have any Liability whatsoever as a result of the insurance policies and practices of BGC Partners Valero and the members of the BGC Partners Group its Affiliates as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.