Distribution AgreementTerms Agreement • March 1st, 2006 • Goldman Sachs Capital V • Security brokers, dealers & flotation companies • New York
established by all necessary corporate action in conformity with the Indenture, and such Security has been duly prepared, executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with the Distribution Agreement, such Security will constitute a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. We note that, if the holder of a Security has obligations thereunder, such as an obligation to pay an exercise price or to deliver warrant property, the Company’s obligation thereunder may be subject to the performance of the holder’s obligations.]
