THE GOLDMAN SACHS GROUP, INC.
to
THE BANK OF NEW YORK
Trustee
WARRANT INDENTURE
Dated as of February 14, 2006
TABLE OF CONTENTS
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ARTICLE I
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Definitions and Other Provisions of General Application
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SECTION 101. |
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Definitions. |
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1 |
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SECTION 102. |
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Compliance Certificates and Opinions. |
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8 |
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SECTION 103. |
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Form of Documents Delivered to Trustee. |
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9 |
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SECTION 104. |
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Acts of Holders; Record Dates. |
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9 |
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SECTION 105. |
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Notices, Etc., to Trustee and Company. |
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12 |
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SECTION 106. |
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Notice to Holders; Waiver. |
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12 |
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SECTION 107. |
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Conflict with Trust Indenture Act. |
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13 |
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SECTION 108. |
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Effect of Headings and Table of Contents. |
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13 |
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SECTION 109. |
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Successors and Assigns. |
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13 |
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SECTION 110. |
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Separability Clause. |
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13 |
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SECTION 111. |
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Benefits of Indenture. |
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13 |
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SECTION 112. |
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Characterization of Warrants. |
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13 |
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SECTION 113. |
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Governing Law. |
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13 |
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SECTION 114. |
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Legal Holidays. |
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ARTICLE II
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Security Forms
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SECTION 201. |
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Forms Generally. |
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SECTION 202. |
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Form of Face of Call Warrant. |
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14 |
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SECTION 203. |
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Form of Reverse of Call Warrant. |
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18 |
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SECTION 204. |
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Form of Face of Put Warrant. |
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24 |
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SECTION 205. |
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Form of Reverse of Put Warrant. |
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28 |
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SECTION 206. |
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Form of Legend for Global Securities. |
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33 |
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SECTION 207. |
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Form of Trustee’s Certificate of Authentication. |
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ARTICLE III
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The Securities
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SECTION 301. |
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Amount Unlimited; Issuable in Series. |
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35 |
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SECTION 302. |
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Denominations. |
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38 |
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SECTION 303. |
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Execution, Authentication, Delivery and Dating. |
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38 |
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SECTION 304. |
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Temporary Securities. |
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SECTION 305. |
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Registration, Registration of Transfer and Exchange. |
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SECTION 306. |
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Mutilated, Destroyed, Lost and Stolen Securities. |
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SECTION 307. |
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Persons Deemed Owners. |
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43 |
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SECTION 308. |
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Cancellation. |
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SECTION 309. |
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CUSIP Numbers. |
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SECTION 310. |
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Calculation Agent. |
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ARTICLE IV
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Satisfaction and Discharge
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SECTION 401. |
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Satisfaction and Discharge of Indenture. |
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45 |
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SECTION 402. |
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Application of Trust Money and Warrant Property. |
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ARTICLE V
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Remedies
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SECTION 501. |
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Events of Default. |
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SECTION 502. |
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Collection of Amounts Due and Suits for Enforcement by Trustee. |
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SECTION 503. |
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Trustee May File Proofs of Claim. |
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SECTION 504. |
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Trustee May Enforce Claims Without Possession of Securities. |
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SECTION 505. |
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Application of Money Collected. |
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SECTION 506. |
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Limitation on Suits. |
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SECTION 507. |
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Unconditional Right of Holders to Receive Money or Warrant Property Due With Respect to Securities and to Exercise. |
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SECTION 508. |
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Restoration of Rights and Remedies. |
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SECTION 509. |
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Rights and Remedies Cumulative. |
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SECTION 510. |
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Delay or Omission Not Waiver. |
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SECTION 511. |
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Control by Holders. |
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SECTION 512. |
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Waiver of Past Defaults. |
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SECTION 513. |
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Undertaking for Costs. |
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SECTION 514. |
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Waiver of Usury, Stay or Extension Laws. |
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ARTICLE VI
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The Trustee
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SECTION 601. |
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Certain Duties and Responsibilities. |
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SECTION 602. |
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Notice of Defaults. |
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53 |
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SECTION 603. |
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Certain Rights of Trustee. |
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54 |
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SECTION 604. |
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Not Responsible for Recitals or Issuance of Securities. |
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SECTION 605. |
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May Hold Securities. |
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SECTION 606. |
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Money or Warrant Property Held in Trust. |
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SECTION 607. |
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Compensation and Reimbursement. |
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SECTION 608. |
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Conflicting Interests. |
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56 |
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SECTION 609. |
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Corporate Trustee Required; Eligibility. |
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SECTION 610. |
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Resignation and Removal; Appointment of Successor. |
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SECTION 611. |
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Acceptance of Appointment by Successor. |
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SECTION 612. |