Common use of REPRESENTATIONS AND WARRANTIES OF GFI Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GFI. Except as (i) set forth in the corresponding sections or subsections of a disclosure letter delivered to Parent by GFI prior to the execution of this Agreement by Parent and Purchaser, and as supplemented pursuant to Section 5.15 (the “GFI Disclosure Letter”) (it being agreed that disclosure of any item in any Section or Subsection of the GFI Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure (other than with respect to Section 2.11 (Absence of Certain Changes), which shall not be subject to or qualified by the information set forth in any Section or Subsection of the GFI Disclosure Letter other than Section 2.11 (Absence of Certain Changes) thereof)) or (ii) other than with respect to the GFI Identified Representations, disclosed in the GFI SEC Documents filed with the SEC pursuant to the Exchange Act since January 1, 2014 and at least three Business Days prior to the Date of Delivery, excluding any disclosures set forth in any Section entitled “Risk Factors” or “Forward-Looking Statements” or in any other Section to the extent they are forward-looking statements or cautionary, nonspecific, predictive or forward-looking in nature, GFI represents and warrants to Parent and Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF GFI. Except as (i) set forth in the corresponding sections or subsections of a disclosure letter delivered to Parent BGCP by GFI prior to the execution of this Agreement by Parent BGCP and Purchaser, and as supplemented pursuant to Section 5.15 Purchaser (the “GFI Disclosure Letter”) (it being agreed that disclosure of any item in any Section or Subsection of the GFI Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure (other than with respect to Section 2.11 (Absence of Certain Changes), which shall not be subject to or qualified by the information set forth in any Section or Subsection of the GFI Disclosure Letter other than Section 2.11 (Absence of Certain Changes) thereof)) or (ii) other than with respect to the GFI Identified Representations, disclosed in the GFI SEC Documents filed with the SEC pursuant to the Exchange Act since January 1, 2014 and at least three Business Days prior to the Date date of Deliverythis Agreement, excluding any disclosures set forth in any Section entitled “Risk Factors” or “Forward-Looking Statements” or in any other Section to the extent they are forward-looking statements or cautionary, nonspecific, predictive or forward-looking in nature, GFI represents and warrants to Parent BGCP and Purchaser as follows:

REPRESENTATIONS AND WARRANTIES OF GFI. Except as (i) set forth in the corresponding sections or subsections of a disclosure letter delivered to Parent CME by GFI prior to the execution of this Agreement by Parent and Purchaser, and as supplemented pursuant to Section 5.15 (the “GFI Disclosure Letter”) (it being agreed that disclosure of any item in any Section or Subsection of the GFI Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure (other than with respect to Section 2.11 3.11(b) (Absence of Certain Changes), which shall not be subject to or qualified by the information set forth in any Section or Subsection of the GFI Disclosure Letter other than Section 2.11 3.11(b) (Absence of Certain Changes) thereof)) or (ii) other than with respect to the GFI Identified Representations, disclosed in the GFI SEC Documents filed with the SEC pursuant to the Exchange Act since January 1, 2014 and at least three Business Days prior to the Date date of Deliverythis Agreement, excluding any disclosures set forth in any Section entitled “Risk Factors” or “Forward-Looking Statements” or in any other Section to the extent they are forward-looking statements or cautionary, nonspecific, predictive or forward-looking in nature, GFI represents and warrants to Parent CME, Merger Sub 1 and Purchaser Merger Sub 2 as follows:

REPRESENTATIONS AND WARRANTIES OF GFI. Capitalized terms used but not defined in this Exhibit F shall have the meanings given to them in the GFI Merger Agreement. Except as (i) set forth in the corresponding sections or subsections of a disclosure letter delivered to Parent by the GFI Disclosure Letter (as defined in the GFI Merger Agreement) prior to the execution of this Agreement by Parent and Purchaser, and as supplemented pursuant to Section 5.15 (the “GFI Disclosure Letter”) (it being agreed that disclosure of any item in any Section or Subsection of the GFI Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure (other than with respect to Section 2.11 3.11(b) (Absence of Certain Changes), which shall not be subject to or qualified by the information set forth in any Section or Subsection of the GFI Disclosure Letter other than Section 2.11 3.11(b) (Absence of Certain Changes) thereof)) or (ii) other than with respect to the GFI Identified Representations, disclosed in the GFI SEC Documents filed with the SEC pursuant to the Exchange Act since January 1, 2014 and at least three Business Days prior to the Date date of Deliverythis Agreement, excluding any disclosures set forth in any Section entitled “Risk Factors” or “Forward-Looking Statements” or in any other Section to the extent they are forward-looking statements or cautionary, nonspecific, predictive or forward-looking in nature, GFI represents and warrants to Parent CME, Merger Sub 1 and Purchaser Merger Sub 2 as follows:

REPRESENTATIONS AND WARRANTIES OF GFI. Capitalized terms used but not defined in this Exhibit F shall have the meanings given to them in the GFI Merger Agreement. Except as (i) set forth in the corresponding sections or subsections of a disclosure letter delivered to Parent by the GFI Disclosure Letter (as defined in the GFI Merger Agreement) prior to the execution of this Agreement by Parent and Purchaser, and as supplemented pursuant to Section 5.15 (the “"GFI Disclosure Letter”") (it being agreed that disclosure of any item in any Section or Subsection of the GFI Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure (other than with respect to Section 2.11 3.11(b) (Absence of Certain Changes), which shall not be subject to or qualified by the information set forth in any Section or Subsection of the GFI Disclosure Letter other than Section 2.11 3.11(b) (Absence of Certain Changes) thereof)) or (ii) other than with respect to the GFI Identified Representations, disclosed in the GFI SEC Documents filed with the SEC pursuant to the Exchange Act since January 1, 2014 and at least three Business Days prior to the Date date of Deliverythis Agreement, excluding any disclosures set forth in any Section entitled “"Risk Factors” " or “"Forward-Looking Statements” " or in any other Section to the extent they are forward-looking statements or cautionary, nonspecific, predictive or forward-looking in nature, GFI represents and warrants to Parent CME, Merger Sub 1 and Purchaser Merger Sub 2 as follows:: Section 3.1

REPRESENTATIONS AND WARRANTIES OF GFI. Except as (i) set forth in the corresponding sections or subsections of a disclosure letter delivered to Parent CME by GFI prior to the execution of this Agreement by Parent and Purchaser, and as supplemented pursuant to Section 5.15 (the “"GFI Disclosure Letter”") (it being agreed that disclosure of any item in any Section or Subsection of the GFI Disclosure Letter shall be deemed disclosure with respect to any other Section or Subsection to which the relevance of such item is reasonably apparent on the face of such disclosure (other than with respect to Section 2.11 3.11(b) (Absence of Certain Changes), which shall not be subject to or qualified by the information set forth in any Section or Subsection of the GFI Disclosure Letter other than Section 2.11 3.11(b) (Absence of Certain Changes) thereof)) or (ii) other than with respect to the GFI Identified Representations, disclosed in the GFI SEC Documents filed with the SEC pursuant to the Exchange Act since January 1, 2014 and at least three Business Days prior to the Date date of Deliverythis Agreement, excluding any disclosures set forth in any Section entitled “"Risk Factors” " or “"Forward-Looking Statements” " or in any other Section to the extent they are forward-looking statements or cautionary, nonspecific, predictive or forward-looking in nature, GFI represents and warrants to Parent CME, Merger Sub 1 and Purchaser Merger Sub 2 as follows: