Common use of Hague Convention Clause in Contracts

Hague Convention. (i) At the time of its entry into the governing law provisions of any agreement between Counterparty and any securities intermediary governing the Collateral Account (each such agreement, an “Account Agreement”) that are currently in force and at each time of any later EXECUTION amendment to any Account Agreement that reaffirmed such governing law provisions, any securities intermediary had an office located in the United States of America that was not a temporary office and that engaged in a business or other regular activity of maintaining securities accounts within the meaning of Article 4(1)(a) of the Hague Securities Convention. (ii) This Agreement, each Collateral Account and any matter arising among the parties under or in connection with this Agreement or any Collateral Account, including the issues specified in Article 2 of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”), will be governed by and construed in accordance with the laws of the State of New York. (iii) Counterparty, Dealer and any securities intermediary agree that each and every Account Agreement is hereby amended to provide that with respect to the Collateral Account, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York. Counterparty and any securities intermediary covenant that no amendment with respect to any Account Agreement shall be entered into that would have the effect of changing the parties’ choice of law set forth in the previous sentence without the prior written consent of any applicable securities intermediary. EXECUTION SUPPLEMENTAL CONFIRMATION NO. [ ] Reference is hereby made to the Confirmation entered into between [Dealer] (“Dealer”) and Newmark SPV I, LLC (“Counterparty”) on [DATE] (the “Confirmation”). This Supplemental Confirmation No. [ ] (this “Supplemental Confirmation”) shall be a “Supplemental Confirmation” within the meaning of the Confirmation, and shall supplement, form part of and be subject to the Confirmation. All provisions contained in the Confirmation govern this Supplemental Confirmation except as expressly modified below. The parties hereto hereby agree to enter into an Additional Tranche with the terms set forth below: Trade Date: [DATE] Share Reference Price: USD [ ] Forward Floor Price: [ ]% of the Share Reference Price Initial Amount: USD [ ] Preferred Units: The “Series [ ] Exchangeable Preferred Units” of Newmark Partners, L.P., as defined in the Newmark LPA (as amended and/or supplemented on or prior to the Trade Date), purchased by Dealer pursuant to the Parent Agreement (as amended and/or supplemented on or prior to the Trade Date). Optional Settlement Period: The 365-day period beginning on, and including November 30, 20[ ] First Possible Optional Settlement Date: November 30, 20[ ] Number of Shares: [ ] in the aggregate for all Tranches Number of Components: [ ]