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 TERMS, CONDITIONS AND RISKS THEREOF
AND IT IS