BLOCKS (AS DEFINED IN RULE 10B-18)) DURING ANY
HEDGE PERIOD OR CALCULATION PERIOD (AS EXTENDED PURSUANT TO THE PROVISIONS OF
SECTION 5 AND "CALCULATION PERIOD" HEREIN); PROVIDED THAT, NOTWITHSTANDING THE
FOREGOING, COUNTERPARTY MAY MAKE ANY SUCH PURCHASES SO LONG AS SUCH PURCHASES
SHALL NOT CAUSE GS&CO.'S PURCHASES OF SHARES DURING THE HEDGE PERIOD OR THE
CALCULATION PERIOD NOT TO COMPLY WITH RULE 10B-18.
HOWEVER, THE FOREGOING SHALL
NOT LIMIT COUNTERPARTY'S ABILITY, PURSUANT TO ITS EMPLOYEE INCENTIVE PLAN, TO
RE-ACQUIRE SHARES IN CONNECTION WITH THE RELATED EQUITY TRANSACTIONS OR TO LIMIT
COUNTERPARTY'S ABILITY TO WITHHOLD SHARES TO COVER TAX LIABILITIES ASSOCIATED
WITH SUCH EQUITY TRANSACTIONS, AND IN CONNECTION WITH ANY SUCH PURCHASE
COUNTERPARTY WILL BE DEEMED TO REPRESENT TO GS&CO. THAT SUCH PURCHASE DOES NOT
CONSTITUTE A "RULE 10B-18 PURCHASE" (AS DEFINED IN RULE 10B-18).
TO THE EXTENT
THAT COUNTERPARTY MAKES ANY SUCH PURCHASE OTHER THAN THROUGH GS&CO., OR OTHER
THAN IN CONNECTION WITH ANY TRANSACTION, COUNTERPARTY HEREBY REPRESENTS AND
WARRANTS TO GS&CO. THAT (A) IT WILL NOT TAKE OTHER ACTION THAT WOULD OR COULD
CAUSE GS&CO.'S PURCHASES OF THE SHARES DURING THE HEDGE PERIOD OR THE
CALCULATION PERIOD NOT TO COMPLY WITH RULE 10B-18 AND (B) ANY SUCH PURCHASES
WILL NOT OTHERWISE CONSTITUTE A VIOLATION OF SECTION 9(A) OR RULE 10(B) OF THE
EXCHANGE ACT.
THIS SUBPARAGRAPH (A) SHALL NOT RESTRICT ANY PURCHASES BY
COUNTERPARTY OF SHARES EFFECTED DURING ANY SUSPENSION OF ANY HEDGE PERIOD OR
CALCULATION PERIOD IN ACCORDANCE WITH SECTION 5 HEREOF.
7.
ADDITIONAL TERMINATION EVENTS.
ADDITIONAL TERMINATION EVENT WILL
APPLY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE EQUITY DEFINITIONS:
(A)
THE OCCURRENCE OF A NATIONALIZATION, INSOLVENCY OR A DELISTING (IN
EACH CASE EFFECTIVE ON THE ANNOUNCEMENT DATE AS DETERMINED BY THE CALCULATION
AGENT) WILL CONSTITUTE AN ADDITIONAL TERMINATION EVENT WITH COUNTERPARTY AS THE
SOLE AFFECTED PARTY; AND
(B)
IN RESPECT OF ANY EXTRAORDINARY DIVIDEND (AS SPECIFIED IN THE
SUPPLEMENTAL CONFIRMATION) BY COUNTERPARTY, ONE DAY PRIOR TO THE RELATED
EX-DIVIDEND DATE; PROVIDED THAT IN THE EVENT THAT GS&CO. AND COUNTERPARTY ENTER
INTO A MUTUALLY ACCEPTABLE NEW TRANSACTION (USING THEIR GOOD FAITH AND
COMMERCIALLY REASONABLE EFFORTS) ON OR PRIOR TO ONE DAY PRIOR TO THE EX-DIVIDEND
DATE IN RESPECT OF THE EXTRAORDINARY DIVIDEND, THE AMOUNTS DETERMINED PURSUANT
TO SECTION 6(E) OF THE AGREEMENT OR OTHERWISE TO BE OWED BY COUNTERPARTY AND
GS&CO. WITH RESPECT TO THE AFFECTED TRANSACTION(S) SHALL BE DEEMED TO BE ONLY
THE AMOUNTS THAT WOULD OTHERWISE BE OWED HEREUNDER IN RESPECT OF THE NUMBER OF
SHARES TO BE DELIVERED (THE "TERMINATION NUMBER OF SHARES TO BE DELIVERED") AND
THE COUNTERPARTY ADDITIONAL PAYMENT AMOUNT IF THE EARLY TERMINATION DATE WERE
THE SETTLEMENT DATE, AND SHALL BE PAYABLE IN CASH OR (IN THE CASE OF THE
COUNTERPARTY) BY SHARE SETTLEMENT OR A COMBINATION OF THE TWO.
IN THE EVENT
THAT AN EARLY TERMINATION DATE WOULD OTHERWISE OCCUR PURSUANT TO THIS CLAUSE
7(B) WHILE THE COUNTERPARTY IS IN POSSESSION OF, OR IS AWARE OF, MATERIAL,
NON-PUBLIC INFORMATION, THE EARLY TERMINATION DATE SHALL NOT BE DEEMED TO OCCUR
UNTIL THE