IF
APPLICABLE, THE SETTLEMENT VALUATION PERIOD, GS&CO. MAY BY WRITTEN NOTICE TO
COUNTERPARTY ELECT TO DEEM THAT A MARKET DISRUPTION EVENT HAS OCCURRED ON SUCH
SCHEDULED TRADING DAY.
THE NOTICE SHALL NOT SPECIFY, AND GS&CO. SHALL NOT
OTHERWISE COMMUNICATE TO COUNTERPARTY, THE REASON FOR GS&CO.'S ELECTION.
6.
10B5-1 PLAN.
COUNTERPARTY REPRESENTS, WARRANTS AND COVENANTS TO
GS&CO. THAT:
(A)
COUNTERPARTY IS ENTERING INTO THIS MASTER CONFIRMATION AND EACH
TRANSACTION HEREUNDER IN GOOD FAITH AND NOT AS PART OF A PLAN OR SCHEME TO EVADE
THE PROHIBITIONS OF RULE 10B5-1 UNDER THE EXCHANGE ACT ("RULE 10B5-1") OR ANY
OTHER ANTIFRAUD OR ANTI-MANIPULATION PROVISIONS OF THE FEDERAL OR APPLICABLE
STATE SECURITIES LAWS AND THAT IT HAS NOT ENTERED INTO OR ALTERED AND WILL NOT
ENTER INTO OR ALTER ANY CORRESPONDING OR HEDGING TRANSACTION OR POSITION WITH
RESPECT TO THE SHARES.
COUNTERPARTY ACKNOWLEDGES THAT IT IS THE INTENT OF THE
PARTIES THAT EACH TRANSACTION ENTERED INTO UNDER THIS MASTER CONFIRMATION COMPLY
WITH THE REQUIREMENTS OF PARAGRAPHS (C)(1)(I)(A) AND (B) OF RULE 10B5-1 AND EACH
TRANSACTION ENTERED INTO UNDER THIS MASTER CONFIRMATION SHALL BE INTERPRETED TO
COMPLY WITH THE REQUIREMENTS OF RULE 10B5-1(C).
(B)
COUNTERPARTY WILL NOT SEEK TO CONTROL OR INFLUENCE GS&CO.'S
DECISION TO MAKE ANY "PURCHASES OR SALES" (WITHIN THE MEANING OF RULE
10B5-1(C)(1)(I)(B)(3)) UNDER ANY TRANSACTION ENTERED INTO UNDER THIS MASTER
CONFIRMATION, INCLUDING, WITHOUT LIMITATION, GS&CO.'S DECISION TO ENTER INTO ANY
HEDGING TRANSACTIONS.
(C)
COUNTERPARTY ACKNOWLEDGES AND AGREES THAT ANY AMENDMENT,
MODIFICATION, WAIVER OR TERMINATION OF THIS MASTER CONFIRMATION OR THE RELEVANT
SUPPLEMENTAL CONFIRMATION MUST BE EFFECTED IN ACCORDANCE WITH THE REQUIREMENTS
FOR THE AMENDMENT OR TERMINATION OF A "PLAN" AS DEFINED IN RULE 10B5-1(C).
7.
COUNTERPARTY PURCHASES.
COUNTERPARTY (OR ANY "AFFILIATED PURCHASER" AS DEFINED IN RULE 10B-18 UNDER THE
EXCHANGE ACT ("RULE 10B-18")) SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
GS&CO., DIRECTLY OR INDIRECTLY PURCHASE ANY SHARES (INCLUDING BY MEANS OF A
DERIVATIVE INSTRUMENT), LISTED CONTRACTS ON THE SHARES OR SECURITIES THAT ARE
CONVERTIBLE INTO, OR EXCHANGEABLE OR EXERCISABLE FOR SHARES (INCLUDING, WITHOUT
LIMITATION, ANY RULE 10B-18 PURCHASES OF BLOCKS (AS DEFINED IN RULE 10B-18))
DURING ANY RELEVANT PERIOD OR, IF APPLICABLE, SETTLEMENT VALUATION PERIOD,
EXCEPT THROUGH GS&CO.; PROVIDED THAT PURCHASES EFFECTED BY OR FOR AN ISSUER PLAN
BY AN AGENT INDEPENDENT OF THE ISSUER WITHIN THE MEANING OF RULE
10B-18(A)(13)(II) SHALL NOT BE SUBJECT TO THIS SECTION 7.
8.
SPECIAL PROVISIONS FOR MERGER TRANSACTIONS.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN OR IN THE EQUITY DEFINITIONS:
(A)
COUNTERPARTY AGREES THAT IT:
(I)
WILL NOT DURING THE PERIOD COMMENCING ON THE TRADE DATE THROUGH
THE END OF THE RELEVANT PERIOD FOR ANY TRANSACTION MAKE, OR PERMIT TO BE MADE,
ANY PUBLIC ANNOUNCEMENT (AS DEFINED IN RULE 165(F) UNDER THE SECURITIES ACT) OF
ANY MERGER TRANSACTION OR POTENTIAL MERGER TRANSACTION UNLESS SUCH PUBLIC
ANNOUNCEMENT IS MADE PRIOR TO THE OPENING OR AFTER THE CLOSE OF THE REGULAR
TRADING SESSION ON THE EXCHANGE FOR THE SHARES;
(II)
SHALL PROMPTLY (BUT IN ANY EVENT PRIOR TO THE NEXT OPENING OF THE
REGULAR TRADING SESSION