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21.
GOVERNING LAW.
THE AGREEMENT, THIS MASTER CONFIRMATION, EACH
SUPPLEMENTAL CONFIRMATION, EACH TRADE NOTIFICATION AND ALL MATTERS ARISING IN
CONNECTION WITH THE AGREEMENT, THIS MASTER CONFIRMATION,
EACH SUPPLEMENTAL
CONFIRMATION AND EACH TRADE NOTIFICATION SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ITS CHOICE OF LAWS DOCTRINE).
22.
OFFICES.
(A)
THE OFFICE OF GS&CO. FOR EACH TRANSACTION IS:
ONE NEW YORK PLAZA,
NEW YORK, NEW YORK 10004.
(B)
THE OFFICE OF COUNTERPARTY FOR EACH TRANSACTION IS:
6829 LBJ
FREEWAY, DALLAS, TEXAS 75240.
23.
SUBMISSION TO JURISDICTION.
EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING BY THE OTHER PARTY AGAINST IT RELATING TO ANY TRANSACTION TO WHICH IT
IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW
YORK, SITTING IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF.
24.
WAIVER OF JURY TRIAL.
EACH PARTY HEREBY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE
AGREEMENT, THIS MASTER CONFIRMATION, ANY SUPPLEMENTAL CONFIRMATION, ANY TRADE
NOTIFICATION OR ANY TRANSACTION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
25.
Counterparts.
This Master Confirmation may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Master Confirmation by signing
and delivering one or more counterparts.
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26.
COUNTERPARTY HEREBY AGREES (A) TO CHECK THIS MASTER CONFIRMATION
CAREFULLY AND IMMEDIATELY UPON RECEIPT SO THAT ERRORS OR DISCREPANCIES CAN BE
PROMPTLY IDENTIFIED AND RECTIFIED AND (B) TO CONFIRM THAT THE FOREGOING (IN THE
EXACT FORM PROVIDED BY GS&CO.) CORRECTLY SETS FORTH THE TERMS OF THE AGREEMENT
BETWEEN GS&CO. AND COUNTERPARTY WITH RESPECT TO ANY PARTICULAR TRANSACTION TO
WHICH THIS MASTER CONFIRMATION RELATES, BY MANUALLY SIGNING THIS MASTER
CONFIRMATION OR THIS PAGE HEREOF AS EVIDENCE OF AGREEMENT TO SUCH TERMS AND
PROVIDING THE OTHER INFORMATION REQUESTED HEREIN AND IMMEDIATELY RETURNING AN
EXECUTED COPY TO EQUITY DERIVATIVES DOCUMENTATION DEPARTMENT, FACSIMILE NO.
212-428-1980/83.
Yours faithfully,
GOLDMAN, SACHS & CO.
By:
/s/ Conrad Langenegger
Authorized Signatory
Agreed and Accepted By:
BRINKER INTERNATIONAL, INC.
By:
/s/ Marie Perry
Name: Marie Perry
Title: Vice President and Treasurer
SCHEDULE A
SUPPLEMENTAL CONFIRMATION
To:
Brinker International, Inc.