Common use of Investment Banking Services Clause in Contracts

Investment Banking Services. Unless and until the Goldman --------------------------- Stockholders dispose of more than 50% of the Common Stock beneficially owned by them on the date hereof (such percentage to be measured after taking into account any stock split, reclassification, combination, stock dividend or similar transaction), Goldman or any of its Affiliates shall have the right to perform all investment banking services (excluding any underwriting of securities, commercial banking services, any determination of fair market value pursuant to any employment, consulting or severance agreement and services relating to any asset securitization or other debt issuances) for the Company for which an investment banking firm is retained (including, without limitation, with respect to the sale of the Company), in each case, upon commercially reasonable terms that are mutually satisfactory to Goldman and the Company; provided, however, that the Company shall have the right, in its discretion, to engage one or more other firms to serve as additional providers of investment banking services performed by Goldman or any of its Affiliates for the Company, so long as Goldman or an Affiliate is designated as the lead provider of such services to the Company and such other engagement does not affect the compensation that Goldman or its Affiliate will receive for providing such services. If the Company and Goldman, after good faith discussions, cannot agree on the terms of any such engagement, the Company may hire such other investment banking firms as it desires.

Investment Banking Services. Unless and until the ---------------------------- Goldman --------------------------- Stockholders dispose of more than 50% of the Common Stock beneficially owned by them on the date hereof (such percentage to be measured after taking into account any stock split, reclassification, combination, stock dividend or similar transaction), Goldman or any of its Affiliates shall have the right to perform all investment banking services (excluding any underwriting of securities, commercial banking services, any determination of fair market value pursuant to any employment, consulting or severance agreement and services relating to any asset securitization or other debt issuances) for the Company for which an investment banking firm is retained (including, without limitation, with respect to the sale of the Company), in each case, upon commercially reasonable terms that are mutually satisfactory to Goldman and the Company; provided, however, that the Company shall have the right, in its discretion, to engage one or more other firms to serve as additional providers of investment banking services performed by Goldman or any of its Affiliates for the Company, so long as Goldman or an Affiliate is designated as the lead provider of such services to the Company and such other engagement does not affect the compensation that Goldman or its Affiliate will receive for providing such services. If the Company and Goldman, after good faith discussions, cannot agree on the terms of any such engagement, the Company may hire such other investment banking firms as it desires.