Common use of Additional Disruption Events Clause in Contracts

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b) of the Equity Definitions (except as expressly set forth below),

Additional Disruption Events. Change in Law: Applicable; provided that (a) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or announcement or statement of of, the formal or informal interpretation”; , (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) restating Section adding the words “, or holding, acquiring or disposing of Shares or any Hedge Position relating to,” after the word “under” in clause (Y) thereof and (b) MSCO shall not terminate any “Transaction” for a Change in its entirety as follows: “Law referred to in clause (Y) of section 12.9(a)(ii) of the Equity Definitions except to the extent it will require approval from applicable regulatory authorities is exercising its right to retain its ownership position terminate as a result of such “Change in the Preferred Units”Law” with respect to other similarly situated counterparties in respect of similar transactions; provided, provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(except as expressly set forth belowincluding, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute),”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable

Additional Disruption Events. Change in Law: Applicable; (A) With respect to the definition of “Change in Law” provided that in Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by addingDefinitions, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (i) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statutelaw) or (Bii) the promulgation of or any change in or announcement or statement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except as expressly i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the words “the interpretation” with the words “or announcement or statement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Increased Cost of Hedging: For the purposes of the provision set forth opposite the caption “Hedging Event” below),, Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: For the purposes of the provision set forth opposite the caption “Hedging Event” below, Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position with respect to the relevant Transaction, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the rate set forth opposite the caption “Initial Stock Loan Rate” in the Accepted Placement Notice for such Transaction. Loss of Stock Borrow: For the purposes of the provision set forth opposite the caption “Hedging Event” below, Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) replacing the words “neither the Non-Hedging Party nor the Lending Party lends” with “the Lending Party does not lend” in the second sentence thereof. The Lending Party may not be the Issuer or an affiliate of the Issuer. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the rate set forth opposite the caption “Maximum Stock Loan Rate” in the Accepted Placement Notice for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; providedand provided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. 769147677.3 Hedging Disruption: Applicable. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include, without duplication, any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (iA) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (Bii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect Date of Change in Law: Notwithstanding 12.9(bsuch Transaction and (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except i) by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Transaction; otherwise, Not Applicable. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; and (iii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer Determining Party: For all applicable Extraordinary Events, Dealer

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; and provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if GS&Co. is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is hereby modified by inserting at the end of such Section: “provided, however, that any such inability that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be a Hedging Disruption.” Increased Cost of Hedging: Applicable; provided that (x) Section 12.9(a)(vi) of the Equity Definitions is hereby amended by inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Hedging” and (y) Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include, without duplication, any cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: 25 basis points per annum Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200 basis points per annum Hedging Party: For all applicable Additional Disruption Events, GS&Co. Determining Party: For all applicable Extraordinary Events, GS&Co.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; and provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include any cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: 25 basis points per annum Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 200 basis points per annum Hedging Party: For all applicable Additional Disruption Events, Dealer Determining Party: For all applicable Extraordinary Events, Dealer

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; , (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) by immediately following the word “Transaction” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by Dealer on the Trade Date”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including. The parties agree that, for the avoidance of doubt and without limitationdoubt, (xfor purposes of Section 12.9(a)(ii) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any courtEquity Definitions, tribunal or regulatory authority with competent jurisdiction of “any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Lawregulation” shall be made without regard to and for purposes of Section 739 5(b)(i) of the Agreement, “any applicable law”, shall include the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or 2010, any rules and regulations promulgated thereunder and any similar legal certainty provision in any legislation enacted, or rule law or regulation promulgated(collectively, on or after the Trade Date. Effect of Change “Wall Street Act”), and the consequences specified in Law: Notwithstanding 12.9(bSection 12.9(b)(i) of the Equity Definitions shall apply to any Change in Law or Illegality, as the case may be, arising from any such act, rule or regulation. The foregoing constitutes a specific reservation for purposes of the Wall Street Act. Failure to Deliver: Not Applicable. Insolvency Filing: Applicable; provided that the definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be amended by deleting the clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained in each case within fifteen (except as expressly set forth below),15) days of the institution or presentation thereof.”

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; providedand provided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. 766089616.3 Hedging Disruption: Applicable. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include, without duplication, any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; , (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) restating Section (Y) replacing the parenthetical beginning after the word “regulation” in the second line thereof in its entirety as follows: with the words “(Yincluding, for the avoidance of doubt and without limitation, (x) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsany tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”; provided, and provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(bSection 12.9(b)(i) of the Equity Definitions, if a Change in Law occurs then, unless such remedy is not permitted under applicable law, CS’ sole remedy shall be Early Settlement. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable; provided that the definition of “Hedging Disruption” in the Equity Definitions (except shall be amended by inserting before the period at the end thereof the words, “; provided that, notwithstanding the foregoing, a Hedging Disruption shall occur if, at any time, the Hedging Party is unable to maintain any transaction it is relying upon at such time to hedge the equity price risk of entering into and performing its obligations with respect to this Transaction without any requirement that the Hedging Party use commercially reasonable efforts to maintain or replace such hedge position.” Notwithstanding Section 12.9(b)(iii) of the Equity Definitions, if a Hedging Disruption occurs then, unless such remedy is not permitted under applicable law or is commercially impracticable, CS’ sole remedy shall be Early Settlement. Increased Cost of Hedging: Applicable. Notwithstanding Section 12.9(b)(vi) of the Equity Definitions, if an Increased Cost of Hedging occurs then, to the extent termination would apply under Section 12.9(b)(iv), unless such remedy is not permitted under applicable law or is commercially impracticable, CS’ sole remedy shall be Early Settlement. Loss of Stock Borrow: Not Applicable Increased Cost of Stock Borrow: Not Applicable Hedging Party: CS and/or an Affiliate of CS shall be the Hedging Party for all applicable events; provided that, when making any determination or calculation, the Hedging Party shall be bound by the same obligations relating to required acts of the Calculation Agent as expressly set forth belowin Section 1.40 of the Equity Definitions and this Confirmation as if the Hedging Party were the Calculation Agent. Upon a reasonable request from Counterparty, the Hedging Party shall provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by the Hedging Party, and shall use commercially reasonable efforts to provide such written explanation within five Local Business Days from the receipt of such request unless otherwise agreed with Counterparty (including any market data or information from internal sources used in arriving at such calculation, adjustment or determination, but without disclosing the Hedging Party’s proprietary models or other confidential or propriety information or data (including, for the avoidance of doubt, any such information or data that is subject to a confidentiality or similar agreement or with respect to which CS is otherwise subject to a duty or obligation not to disclose) used by it for such calculation, adjustment or determination),. Determining Party: CS shall be the Determining Party for all applicable events; provided that, when making any determination or calculation as Determining Party, CS shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Determining Party were the Calculation Agent. Upon a reasonable request from Counterparty, the Determining Party shall provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by the Determining Party, and shall use commercially reasonable efforts to provide such written explanation within five Local Business Days from the receipt of such request unless otherwise agreed with Counterparty (including any market data or information from internal sources used in arriving at such calculation, adjustment or determination, but without disclosing the Determining Party’s proprietary models or other confidential or propriety information or data (including, for the avoidance of doubt, any such information or data that is subject to a confidentiality or similar agreement or with respect to which CS is otherwise subject to a duty or obligation not to disclose) used by it for such calculation, adjustment or determination).

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (iA) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (Bii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect Date of Change in Law: Notwithstanding 12.9(bsuch Transaction and (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except i) by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Transaction; otherwise, Not Applicable. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; and (iii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Hedging Party: For all applicable Additional Disruption Events, Dealer Determining Party: For all applicable Extraordinary Events, Dealer

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; providedand provided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption y)adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except as expressly set forth belowincluding, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute),”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable; provided that: (i)Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms; and (ii)Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Not Applicable. Loss of Stock Borrow: Not Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof thereof, and (iii) restating Section (Y) thereof in its entirety as follows: by adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”manner contemplated by the Hedging Party on the Trade Date” after the word “Transaction” in clause (X) thereof; providedand provided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include, without duplication, any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation and the related Forward Placement Notice. Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; providedand provided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include, without duplication, any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.

Additional Disruption Events. (in each case, subject to Section 12(b)): Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof thereof, and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Notwithstanding anything to the contrary herein, in the ISDA Agreement or in the Definitions, upon any Insolvency Filing or other proceeding under the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”) in respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except as expressly set forth belowfor any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such Insolvency Filing or other proceeding),, it being understood that the Transaction is a contract for the issuance of Shares by the Issuer. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Hedging Party: For all applicable Additional Disruption Events, Bank Determining Party: For all applicable Additional Disruption Events, Bank Bank agrees to give advance notice to Counterparty of its hedging strategy with respect to the Transaction and any subsequent material changes to such hedging strategy.

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (iA) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (Bii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect Date of Change in Law: Notwithstanding 12.9(bsuch Transaction and (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except as expressly set forth belowi) by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute),” and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Transaction; otherwise, Not Applicable. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; and (iii) deleting the third and fourth sentences thereof.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and (iii) restating Section by immediately following the word “Transaction” in clause (YX) thereof in its entirety as follows: thereof, adding the phrase “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Unitsmanner contemplated by the Hedging Party on the Trade Date”; providedand provided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable. Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include, without duplication, any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its commercially reasonable hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation and the related Forward Placement Notice. Loss of Stock Borrow: Applicable.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (iA) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statutelaw) or (Bii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except as expressly set forth belowi) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute),” after the word “regulation” in the second line thereof and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added at the end of clause (X) thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and provided further that the “Materially Increased Costs Provision below shall apply.

Additional Disruption Events. Change in Law: Applicable; (A) With respect to the definition of “Change in Law” provided that in Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by addingDefinitions, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (i) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statutelaw) or (Bii) the promulgation of or any change in or announcement or statement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except as expressly i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the words “the interpretation” with the words “or announcement or statement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Increased Cost of Hedging: For the purposes of the provision set forth opposite the caption “Hedging Event” below),, Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: For the purposes of the provision set forth opposite the caption “Hedging Event” below, Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof, (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position with respect to the relevant Transaction, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the rate set forth opposite the caption “Initial Stock Loan Rate” in the Accepted Placement Notice for such Transaction.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof ; and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; providedprovided further, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable on and following the first Trading Day of the Forward Hedge Selling Period. Increased Cost of Hedging: Applicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof, (ii) replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and (iii) inserting the following language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party relative to comparable financial institutions shall not be an Increased Cost of Hedging.”. Increased Cost of Stock Borrow: Applicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof, (ii) replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and (iii) deleting the fifth sentence thereof. Initial Stock Loan Rate: For each Transaction, as expressly set forth below),specified in the Supplemental Confirmation which shall be as specified in the related Forward Placement Notice or Amended Notice, as applicable. Loss of Stock Borrow: Applicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof.

Additional Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement or statement of of, the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)Position” after the word “Shares” in clause (X) thereof and thereof, (iii) restating Section by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”, and (iv) adding the words “provided that in the case of clause (Y) thereof hereof, the consequence of such law, regulation or interpretation is applied consistently by Dealer to similar transactions in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position a non-discriminatory manner;” after the semi-colon in the Preferred Units”last line thereof; and provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect of Change in Law: Notwithstanding 12.9(b, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(except including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: [Not Applicable] Increased Cost of Hedging: Not Applicable. Increased Cost of Stock Borrow: Applicable provided that clause (C) of Section 12.9(b)(v) of the Equity Definitions and the third, fourth and fifth sentences therein shall be deleted. Initial Stock Loan Rate: For each Transaction, as expressly set forth below),in the related Supplement Confirmation. Loss of Stock Borrow: Applicable.

Additional Disruption Events. Change in Law: ApplicableWith respect to any Transaction, applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”; (ii) by adding, after the parenthetical in clause (B), “or (C) (i) due to the recapitalization, distribution of assets or payment of dividends, spin-off of assets, repurchase of equity interest or other similar transactions affecting the capital structure of Newmark Partners, L.P., or (ii) due to the representation made by Newmark, L.P. in Section 2(f)(vi) of the Parent Agreement no longer being true and correct” (ii) by adding the phrase “and/or Hedge Positions (which shall be deemed to include the Preferred Units)” after the word “Shares” in clause (X) thereof and (iii) restating Section (Y) thereof in its entirety as follows: “(Y) it will require approval from applicable regulatory authorities to retain its ownership position in the Preferred Units”; provided, further that (iA) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (Bii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date. Effect Date of Change in Law: Notwithstanding 12.9(bsuch Transaction and (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (except i) by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof and (C) the words “, unless the illegality is due to an act or omission of the party seeking to elect termination of the Transaction with the intent to avoid its obligations under the terms of the Transaction” are added immediately following the word “Transaction” in the fifth line thereof; and provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”. Failure to Deliver: Applicable with respect to a Transaction if Dealer is required to deliver Shares under such Transaction; otherwise, Not Applicable. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) adding “or” before clause (B) of the second sentence thereof; (ii) deleting clause (C) of the second sentence thereof; and (iii) deleting the third and fourth sentences thereof. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as expressly set forth below),used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation for such Transaction. Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof..