3A.          Additional Representations, Warranties and Covenants of GS&Co.

(a)           During the period commencing on the first day of the Calculation Period and ending on the [*] Exchange Business Day immediately following the end of the Calculation Period, or such earlier day as elected by GS&Co. and communicated to Counterparty on such day (the “Relevant Period”), GS&Co. will use good faith efforts to effect purchases of the Relevant Shares in accordance with Rule 10b-18(b)(2), (3) and (4), and effect calculations in respect thereof, as if those sections applied to GS&Co., taking into account any applicable Securities and Exchange Commission no-action letters as appropriate and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond its control.  “Relevant Shares” means, for any Transaction, the excess of the Maximum Shares over the Initial Shares for such Transaction.

(b)           GS&Co. represents to the Counterparty that the Initial Shares will be purchased from a limited number of “qualified institutional buyers,” as that term is defined under Rule 144A of the Securities Act, in privately-negotiated transactions.

4.             Additional Representations, Warranties and Covenants of Counterparty.  In addition to the representations, warranties and covenants in the Agreement and those contained herein, as of (i) the date hereof, (ii) the Trade Date and (iii) to the extent indicated below, each day during the Calculation Period, Counterparty represents, warrants and covenants to GS&Co. that:

(a)           the purchase or writing of each Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b)           it is not entering into any Transaction on the basis of, and is not aware of, any material non-public information with respect to the Shares or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer, other than any distribution of Counterparty’s 3.25% Convertible Senior Subordinated Notes due 2026;

(c)           each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of derivatives to effect the Share buy-back program;

(d)           Counterparty acknowledges that, notwithstanding the generality of Section 13.1 of the Equity Definitions, it acknowledges that GS&Co. is not making any representations or warranties with respect to the treatment of any Transaction under FASB Statements 128, 133 as amended or 149, 150, EITF 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project;

(e)           Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f)            Counterparty shall report each Transaction as required under Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable;

(g)           during the Relevant Period, the Shares or securities that are convertible into, or exchangeable or exercisable for Shares are not subject to a “restricted period” as such term is defined in Regulation M promulgated under the Exchange Act (“Regulation M”) or, if such restricted period does occur during the Relevant Period, Counterparty agrees to provide written notice to GS&Co. to that effect upon the earlier to occur of (x) the commencement of such restricted period or (y) the public announcement of the transaction resulting in such restricted period; Counterparty acknowledges that any such notice may cause the Relevant Period to be extended or suspended pursuant to Section 5 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 below;

* This information has been omitted based on a request for confidential treatment.  The omitted portions have been separately filed with the Securities and Exchange Commission.

(h)           Counterparty acknowledges that each Transaction is a derivatives transaction in which it has granted GS&Co. an option.  GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction;

(i)            as of the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the Minimum Share Delivery Date, (i) the assets of Counterparty at their fair valuation exceed the liabilities of Counterparty, including contingent liabilities, (ii) the capital of Counterparty is adequate to conduct the business of Counterparty and (iii) Counterparty has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature;

(j)            Counterparty is not and, after giving effect to the Transaction, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(k)           Counterparty will not take any action or refrain from taking any action that it has determined in good faith would be reasonably likely to limit or in any way adversely affect GS&Co.’s rights under the Agreement, this Master Confirmation or any Supplemental Confirmation; and

(l)            it has not, and during any Relevant Period will not, enter into agreements similar to the Transactions described herein where any initial hedge period (however defined) or the calculation period (however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period or calculation period as provided in the relevant agreements) with any Relevant Period under this Master Confirmation.  In the event that the initial hedge period or calculation period in any other similar transaction overlaps with any Relevant Period under this Master Confirmation as a result of an extension of the Termination Date pursuant to Section 5 herein, Counterparty shall promptly amend such transaction to avoid any such overlap.