STOCK EXCHANGE HAS OCCURRED, (V) A GENERAL BANKING
MORATORIUM SHALL HAVE BEEN DECLARED EITHER BY THE UNITED STATES OR NEW YORK
STATE AUTHORITIES, OR IF THERE HAS BEEN A MATERIAL DISRUPTION IN SECURITIES
SETTLEMENT OR CLEARANCE SERVICES IN THE UNITED STATES, OR (VI) THE UNITED STATES
SHALL HAVE DECLARED WAR IN ACCORDANCE WITH ITS CONSTITUTIONAL PROCESSES OR THERE
SHALL HAVE OCCURRED ANY MATERIAL OUTBREAK OR ESCALATION OF HOSTILITIES OR
TERRORISM OR OTHER NATIONAL OR INTERNATIONAL CALAMITY OR CRISIS OF SUCH
MAGNITUDE IN ITS EFFECT ON THE FINANCIAL MARKETS OF THE UNITED STATES AS, IN THE
JUDGMENT OF MORGAN STANLEY TO MAKE IT IMPRACTICABLE OR INADVISABLE TO PROCEED
WITH THE OFFERING OR DELIVERY OF THE NOTES ON THE TERMS AND IN THE MANNER
CONTEMPLATED IN THE PRELIMINARY MEMORANDUM AND THE FINAL MEMORANDUM.
IF MORGAN STANLEY ELECTS TO TERMINATE THIS AGREEMENT AS PROVIDED IN THIS SECTION
8, THE COMPANY SHALL BE NOTIFIED AS PROVIDED FOR HEREIN.
IF THE SALE TO THE INITIAL PURCHASERS OF THE NOTES, AS CONTEMPLATED BY THIS
AGREEMENT, IS NOT CARRIED OUT BY THE INITIAL PURCHASERS FOR ANY REASON PERMITTED
UNDER THIS AGREEMENT OR IF SUCH SALE IS NOT CARRIED OUT BECAUSE THE COMPANY
SHALL BE UNABLE TO COMPLY AND DOES NOT COMPLY WITH ANY OF THE TERMS OF THIS
AGREEMENT, THE COMPANY SHALL NOT BE UNDER ANY OBLIGATION OR LIABILITY UNDER THIS
AGREEMENT (EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 5(K), 6 AND 10 HEREOF), AND
THE INITIAL PURCHASERS SHALL BE UNDER NO OBLIGATION OR LIABILITY TO THE COMPANY
UNDER THIS AGREEMENT (EXCEPT TO THE EXTENT PROVIDED IN SECTION 9 HEREOF) OR TO
ONE ANOTHER HEREUNDER.
20
9.
INCREASE IN INITIAL PURCHASERS' COMMITMENTS:
SUBJECT TO SECTIONS
7 AND 8 HEREOF, IF ANY INITIAL PURCHASER SHALL DEFAULT IN ITS OBLIGATION TO TAKE
UP AND PAY FOR THE NOTES TO BE PURCHASED BY IT HEREUNDER AT THE TIME OF PURCHASE
OR AN ADDITIONAL TIME OF PURCHASE (OTHERWISE THAN FOR A FAILURE OF A CONDITION
SET FORTH IN SECTION 7 HEREOF OR A REASON SUFFICIENT TO JUSTIFY THE TERMINATION
OF THIS AGREEMENT UNDER THE PROVISIONS OF SECTION 8 HEREOF) (THE "DEFAULTED
NOTES") AND IF THE AGGREGATE PRINCIPAL AMOUNT OF THE DEFAULTED NOTES WHICH ALL
INITIAL PURCHASERS SO DEFAULTING SHALL HAVE AGREED BUT FAILED TO TAKE UP AND PAY
FOR AT SUCH TIME DOES NOT EXCEED 10% OF THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED AT SUCH TIME, THE NON-DEFAULTING INITIAL PURCHASERS
(INCLUDING THE INITIAL PURCHASERS, IF ANY, SUBSTITUTED IN THE MANNER SET FORTH
BELOW) SHALL TAKE UP AND PAY FOR (IN ADDITION TO THE AGGREGATE PRINCIPAL AMOUNT
OF NOTES THEY ARE OBLIGATED TO PURCHASE AT SUCH TIME PURSUANT TO SECTION 1
HEREOF) THE AGGREGATE PRINCIPAL AMOUNT OF DEFAULTED NOTES AGREED TO BE PURCHASED
BY ALL SUCH DEFAULTING INITIAL PURCHASERS AT SUCH TIME, AS HEREINAFTER PROVIDED.
SUCH DEFAULTED NOTES SHALL BE TAKEN UP AND PAID FOR BY SUCH NON-DEFAULTING
INITIAL PURCHASERS, ACTING SEVERALLY AND NOT JOINTLY, IN SUCH AMOUNT OR AMOUNTS
AS YOU MAY DESIGNATE WITH THE CONSENT