ANY RULE 10B-18 PURCHASES OF BLOCKS
(AS DEFINED IN RULE 10B-18)) DURING ANY RELEVANT PERIOD (AS EXTENDED PURSUANT TO
THE PROVISIONS HEREOF).
DURING THIS TIME, ANY SUCH PURCHASES BY COUNTERPARTY
SHALL BE MADE THROUGH GS&CO., OR IF NOT THROUGH GS&CO., WITH THE PRIOR WRITTEN
CONSENT OF GS&CO., AND IN COMPLIANCE WITH RULE 10B-18 OR OTHERWISE IN A MANNER
THAT COUNTERPARTY AND GS&CO. BELIEVE IS IN COMPLIANCE WITH APPLICABLE
REQUIREMENTS.
8.
ADDITIONAL TERMINATION EVENT.
THE DECLARATION OF ANY
EXTRAORDINARY DIVIDEND BY THE ISSUER DURING THE CALCULATION PERIOD WILL
CONSTITUTE AN ADDITIONAL TERMINATION EVENT, WITH COUNTERPARTY AS THE SOLE
AFFECTED PARTY AND ALL TRANSACTIONS HEREUNDER AS THE AFFECTED TRANSACTIONS.
9.
SPECIAL PROVISIONS FOR MERGER TRANSACTIONS.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN OR IN THE EQUITY DEFINITIONS,
(A)
COUNTERPARTY SHALL NOTIFY GS&CO. OF ANY MERGER TRANSACTION UPON
THE EARLIER TO OCCUR OF (X) THE PUBLIC ANNOUNCEMENT (AS DEFINED IN RULE 165(F)
UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF SUCH MERGER TRANSACTION OR (Y)
THE TIME IMMEDIATELY PRIOR TO THE OPENING OF TRADING IN SHARES ON ANY DAY DURING
WHICH SUCH PUBLIC ANNOUNCEMENT OCCURS PRIOR TO THE CLOSE OF TRADING IN THE
SHARES.
(B)
PROMPTLY NOTIFY GS&CO. FOLLOWING ANY SUCH ANNOUNCEMENT THAT SUCH
ANNOUNCEMENT HAS BEEN MADE; AND
(C)
PROMPTLY PROVIDE GS&CO. WITH WRITTEN NOTICE SPECIFYING (I)
COUNTERPARTY'S AVERAGE DAILY RULE 10B-18 PURCHASES (AS DEFINED IN RULE 10B-18)
DURING THE THREE FULL CALENDAR MONTHS IMMEDIATELY PRECEDING THE ANNOUNCEMENT
DATE THAT WERE NOT EFFECTED THROUGH GS&CO. OR ITS AFFILIATES AND (II) THE NUMBER
OF SHARES PURCHASED PURSUANT TO THE PROVISO IN RULE 10B-18(B)(4) UNDER THE
EXCHANGE ACT FOR THE THREE FULL CALENDAR MONTHS PRECEDING THE ANNOUNCEMENT
DATE.
SUCH WRITTEN NOTICE SHALL BE DEEMED TO BE A CERTIFICATION BY COUNTERPARTY
TO GS&CO. THAT SUCH INFORMATION IS TRUE AND CORRECT.
IN ADDITION, COUNTERPARTY
SHALL PROMPTLY NOTIFY GS&CO. OF THE EARLIER TO OCCUR OF THE COMPLETION OF SUCH
TRANSACTION AND THE COMPLETION OF THE VOTE BY TARGET SHAREHOLDERS.
COUNTERPARTY
ACKNOWLEDGES THAT ANY SUCH NOTICE MAY CAUSE THE TERMS OF ANY TRANSACTION TO BE
ADJUSTED OR SUCH TRANSACTION TO BE TERMINATED; ACCORDINGLY, COUNTERPARTY
ACKNOWLEDGES THAT ITS DELIVERY OF SUCH NOTICE MUST COMPLY WITH THE STANDARDS SET
FORTH IN SECTION 6; AND
(D)
GS&CO. IN ITS SOLE DISCRETION MAY (I) MAKE ADJUSTMENTS TO THE
TERMS OF ANY TRANSACTION, INCLUDING, WITHOUT LIMITATION, THE TERMINATION DATE,
THE FORWARD PRICE ADJUSTMENT AMOUNT AND THE MAXIMUM SHARES TO ACCOUNT FOR THE
NUMBER OF SHARES THAT COULD BE PURCHASED ON EACH DAY DURING THE CALCULATION
PERIOD IN COMPLIANCE WITH RULE 10B-18 FOLLOWING SUCH PUBLIC ANNOUNCEMENT,
PROVIDED THAT COUNTERPARTY SHALL NOT BE REQUIRED TO MAKE ANY ADDITIONAL CASH
PAYMENTS OR DELIVER ANY SHARES IN CONNECTION WITH ANY SUCH ADJUSTMENTS OR (II)
TREAT THE OCCURRENCE OF SUCH PUBLIC ANNOUNCEMENT AS AN ADDITIONAL TERMINATION
EVENT WITH COUNTERPARTY AS THE SOLE AFFECTED PARTY.
"MERGER TRANSACTION" MEANS ANY MERGER, ACQUISITION OR SIMILAR TRANSACTION
INVOLVING A RECAPITALIZATION AS CONTEMPLATED BY RULE 10B-18(A)(13)(IV) UNDER THE
EXCHANGE ACT.
10.
ACKNOWLEDGMENTS.
THE PARTIES HERETO INTEND
FOR:
(A)
EACH TRANSACTION TO BE