Common use of Remedies in Case of a Default Event Clause in Contracts

Remedies in Case of a Default Event. If a Default Event has occurred and is continuing, GS Inc. shall have the rights and remedies of a secured party under Article 9 of the UCC. To the extent required and permitted by applicable law, GS Inc. will give Pledgor notice of the time and place of any public sale or of the time after which any private sale or other disposition of Pledged Securities is to be made, by sending notice at least three days before the time of sale or disposition, which Pledgor hereby agrees is reasonable. GS Inc. need not give such notice if not required by the UCC. Pledgor acknowledges the possibility that the public sale of some or all Pledged Securities by GS Inc. may not be made without a then existing and effective registration statement under the Securities Act of 1933, as amended. Pledgor acknowledges and agrees with GS Inc. that GS Inc. has no affirmative obligation to prepare or keep effective any such registration statement and agrees that at any private sale Pledged Securities may be sold at a price that is less than the price which might have been obtained at a public sale or that is less than the aggregate outstanding amount of Liquidated Damages. For so long as Pledged Securities consist of securities of a type customarily sold in a recognized market or which are the subject of widely distributed standard price quotations, GS Inc. may (but shall not be obligated to), as its remedy for a failure by the Shareholder to pay Liquidated Damages, purchase such number of Pledged Securities as are necessary (based upon the Fair Market Value thereof) to satisfy the then unpaid portion of Liquidated Damages (by reducing the then unpaid Liquidated Damages by an amount equal to the Fair Market Value of the Pledged Securities purchased and without payment of any cash consideration) by giving written notice to such effect to Pledgor (the "Enforcement Notice"). Effective upon the giving of the Enforcement Notice, and without further action on the part of the parties to this Agreement, GS Inc. shall be deemed to have (1) purchased the lesser of (A) all Pledged Securities or (B) such whole number of Pledged Securities as has a Fair Market Value at least equal to the then unpaid Liquidated Damages; and (2) received proceeds in the amount of the Fair Market Value of such Pledged Securities and applied such proceeds to the payment of any then unpaid Liquidated Damages. Any excess net proceeds from the deemed sale of such Pledged Securities will continue to be held as Pledged Securities under this Agreement until released in accordance with Section 3(e). Nothing in this Agreement, however, shall require the Firm to purchase Pledged Securities in accordance with this Section 4 in order to satisfy Pledgor's obligation to pay Liquidated Damages.

Remedies in Case of a Default Event. If a Default Event has occurred and is continuing, GS Inc. shall have the rights and remedies of a secured party under Article 9 of the UCC. To the extent required and permitted by applicable law, GS Inc. will give Pledgor notice of the time and place of any public sale or of the time after which any private sale or other disposition of Pledged Securities is to be made, by sending notice at least three days before the time of sale or disposition, which Pledgor hereby -5- <PAGE> agrees is reasonable. GS Inc. need not give such notice if not required by the UCC. Pledgor acknowledges the possibility that the public sale of some or all Pledged Securities by GS Inc. may not be made without a then existing and effective registration statement under the Securities Act of 1933, as amended. Pledgor acknowledges and agrees with GS Inc. that GS Inc. has no affirmative obligation to prepare or keep effective any such registration statement and agrees that at any private sale Pledged Securities may be sold at a price that is less than the price which might have been obtained at a public sale or that is less than the aggregate outstanding amount of Liquidated Damages. For so long as Pledged Securities consist of securities of a type customarily sold in a recognized market or which are the subject of widely distributed standard price quotations, GS Inc. may (but shall not be obligated to), as its remedy for a failure by the Shareholder to pay Liquidated Damages, purchase such number of Pledged Securities as are necessary (based upon the Fair Market Value thereof) to satisfy the then unpaid portion of Liquidated Damages (by reducing the then unpaid Liquidated Damages by an amount equal to the Fair Market Value of the Pledged Securities purchased and without payment of any cash consideration) by giving written notice to such effect to Pledgor (the "Enforcement Notice"). Effective upon the giving of the Enforcement Notice, and without further action on the part of the parties to this Agreement, GS Inc. shall be deemed to have (1) purchased the lesser of (A) all Pledged Securities or (B) such whole number of Pledged Securities as has a Fair Market Value at least equal to the then unpaid Liquidated Damages; and (2) received proceeds in the amount of the Fair Market Value of such Pledged Securities and applied such proceeds to the payment of any then unpaid Liquidated Damages. Any excess net proceeds from the deemed sale of such Pledged Securities will continue to be held as Pledged Securities under this Agreement until released in accordance with Section 3(e). Nothing in this Agreement, however, shall require the Firm to purchase Pledged Securities in accordance with this Section 4 in order to satisfy Pledgor's obligation to pay Liquidated Damages.