ERISA,
AND (2) DO NOT CONSTITUTE "PLAN ASSETS" WITHIN THE MEANING OF DEPARTMENT OF
LABOR REGULATION 2510.3-101, 29 CFR SECTION 2510-3-101.
(H)
THERE IS NO LAW, RULE, REGULATION OR
REGULATORY ORDER (COLLECTIVELY, "ADVERSE LAWS") THAT, AS A RESULT OF THE
OWNERSHIP OR CONTROL (WHETHER DIRECT, BENEFICIAL, CONSTRUCTIVE OR OTHERWISE) OF
SHARES BY
THE GOLDMAN SACHS GROUP, INC. ("BANK PARENT") OR ANY PERSON
CONTROLLED DIRECTLY OR INDIRECTLY BY BANK PARENT, WOULD GIVE RISE TO REPORTING
OR REGISTRATION OBLIGATIONS OR A REQUIREMENT TO OBTAIN PRIOR APPROVAL FROM ANY
PERSON OR ENTITY ON
BANK PARENT OR ANY SUCH CONTROLLED PERSON OR WOULD RESULT
IN A NOT INSIGNIFICANT ADVERSE EFFECT ON BANK PARENT OR ANY SUCH CONTROLLED
PERSON, OTHER THAN ANY ADVERSE LAW THAT APPLIES TO THE OWNERSHIP OF EQUITY
POSITIONS GENERALLY WITHOUT REGARD TO THE NATURE OF THE ISSUER'S BUSINESS (SUCH
AS SECTIONS 13 AND 16 OF THE EXCHANGE ACT) OR ANY ADVERSE LAW THAT APPLIES
SOLELY AS A RESULT OF THE BUSINESS, IDENTITY, PLACE OF BUSINESS OR JURISDICTION
OF ORGANIZATION OF THE HOLDER OF THE COMMON STOCK (SUCH AS THE BANK HOLDING
COMPANY ACT OF 1956, AS AMENDED).
(I)
OTHER THAN TEXTRON BUSINESS
CREDIT, INC., WHICH IS A "RHODE ISLAND FINANCIAL INSTITUTION," AND TEXTRON
FINANCIAL CORPORATION, WHICH IS A "RHODE ISLAND BANK HOLDING COMPANY" BUT IS NOT
A BANK HOLDING COMPANY UNDER THE BANK HOLDING COMPANY ACT OF 1956, AS AMENDED,
COUNTERPARTY IS NOT AND DOES NOT CONTROL, DIRECTLY OR INDIRECTLY, A BANK OR BANK
HOLDING COMPANY OR OTHER FINANCIAL INSTITUTION REGULATED UNDER FEDERAL OR STATE
BANKING LAW.
10
(J)
IT HAS RECEIVED, READ AND UNDERSTANDS
THE OTC OPTIONS RISK DISCLOSURE STATEMENT AND A COPY OF THE MOST RECENT
DISCLOSURE PAMPHLET PREPARED BY THE OPTIONS CLEARING CORPORATION ENTITLED
"CHARACTERISTICS AND RISKS OF STANDARDIZED OPTIONS".
EACH PARTY ACKNOWLEDGES
AND AGREES TO BE BOUND BY THE CONDUCT RULES OF THE FINANCIAL INDUSTRY REGULATORY
AUTHORITY, INC. APPLICABLE TO TRANSACTIONS IN OPTIONS, AND FURTHER AGREES NOT TO
VIOLATE THE POSITION AND EXERCISE LIMITS SET FORTH THEREIN.
9.
OTHER PROVISIONS:
(A)
OPINIONS. COUNTERPARTY SHALL DELIVER TO
BANK AN OPINION OF COUNSEL (INCLUDING AN IN-HOUSE LAWYER OF COUNTERPARTY), DATED
AS OF THE TRADE DATE, WITH RESPECT TO THE MATTERS SET FORTH IN SECTIONS
8(A) THROUGH (C) OF THIS CONFIRMATION.
(B)
NO RELIANCE, ETC. EACH PARTY REPRESENTS THAT
(I) IT IS ENTERING INTO THE TRANSACTION EVIDENCED HEREBY AS PRINCIPAL (AND NOT
AS AGENT OR IN ANY OTHER CAPACITY); (II) NEITHER THE OTHER PARTY NOR ANY OF ITS
AGENTS ARE ACTING AS A FIDUCIARY FOR IT; (III) IT IS NOT RELYING UPON ANY
REPRESENTATIONS EXCEPT THOSE EXPRESSLY SET FORTH IN THE AGREEMENT OR THIS
CONFIRMATION; (IV) IT HAS NOT RELIED ON THE OTHER PARTY FOR ANY LEGAL,
REGULATORY, TAX, BUSINESS, INVESTMENT, FINANCIAL, AND ACCOUNTING ADVICE, AND IT
HAS MADE ITS OWN INVESTMENT, HEDGING, AND TRADING DECISIONS BASED UPON ITS OWN
JUDGMENT AND UPON ANY VIEW EXPRESSED BY THE OTHER PARTY OR ANY OF ITS AGENTS;
AND (V) IT IS ENTERING INTO THE TRANSACTION WITH A FULL UNDERSTANDING OF THE