ARE NOT EXCLUSIVE AND SHALL NOT LIMIT ANY RIGHTS
OR REMEDIES THAT MAY OTHERWISE BE AVAILABLE TO ANY INDEMNIFIED PERSON AT LAW OR
IN EQUITY.
8.
TERMINATION. THIS AGREEMENT MAY BE
TERMINATED IN THE ABSOLUTE DISCRETION OF THE REPRESENTATIVE, BY NOTICE TO THE
ISSUER, IF AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND ON OR PRIOR TO
THE CLOSING DATE (I) TRADING GENERALLY SHALL HAVE BEEN SUSPENDED OR MATERIALLY
LIMITED ON THE NEW YORK STOCK EXCHANGE OR THE OVER-THE-COUNTER MARKET;
(II) TRADING OF ANY SECURITIES ISSUED OR GUARANTEED BY THE ISSUER, NSI OR ANY OF
THE GUARANTORS SHALL HAVE BEEN SUSPENDED ON ANY EXCHANGE OR IN ANY
OVER-THE-COUNTER MARKET; (III) A GENERAL MORATORIUM ON COMMERCIAL BANKING
ACTIVITIES SHALL HAVE BEEN DECLARED BY FEDERAL OR NEW YORK STATE AUTHORITIES; OR
(IV) THERE SHALL HAVE OCCURRED ANY OUTBREAK OR ESCALATION OF HOSTILITIES OR ANY
CHANGE IN FINANCIAL MARKETS OR ANY CALAMITY OR CRISIS, EITHER WITHIN OR OUTSIDE
THE UNITED STATES, THAT, IN THE JUDGMENT OF THE REPRESENTATIVE, IS MATERIAL AND
ADVERSE AND MAKES IT IMPRACTICABLE OR INADVISABLE TO PROCEED WITH THE OFFERING,
SALE OR DELIVERY, OF THE SECURITIES ON THE TERMS AND IN THE MANNER CONTEMPLATED
BY THIS AGREEMENT, THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM.
9.
DEFAULTING INITIAL PURCHASER. (A)
IF,
ON THE CLOSING DATE, ANY INITIAL PURCHASER DEFAULTS ON ITS OBLIGATION TO
PURCHASE THE SECURITIES THAT IT HAS AGREED TO PURCHASE HEREUNDER, THE
NON-DEFAULTING INITIAL PURCHASERS MAY IN THEIR DISCRETION ARRANGE FOR THE
PURCHASE OF SUCH SECURITIES BY OTHER PERSONS SATISFACTORY TO THE ISSUER ON THE
TERMS CONTAINED IN THIS AGREEMENT. IF, WITHIN 24 HOURS AFTER ANY SUCH DEFAULT BY
ANY INITIAL PURCHASER, THE NON-DEFAULTING INITIAL PURCHASERS DO NOT ARRANGE FOR
THE PURCHASE OF SUCH SECURITIES, THEN THE ISSUER SHALL BE ENTITLED TO A FURTHER
PERIOD OF 24 HOURS WITHIN WHICH TO PROCURE OTHER PERSONS SATISFACTORY TO THE
NON-DEFAULTING INITIAL PURCHASERS TO PURCHASE SUCH SECURITIES ON SUCH TERMS. IF
OTHER PERSONS BECOME OBLIGATED OR AGREE TO PURCHASE THE SECURITIES OF A
DEFAULTING INITIAL PURCHASER, EITHER THE NON-DEFAULTING INITIAL PURCHASERS OR
THE ISSUER MAY POSTPONE THE CLOSING DATE FOR UP TO THREE FULL BUSINESS DAYS IN
ORDER TO EFFECT ANY CHANGES THAT IN THE OPINION OF COUNSEL FOR THE ISSUER OR
COUNSEL FOR THE INITIAL PURCHASERS MAY BE NECESSARY IN THE TIME OF SALE
INFORMATION, THE OFFERING MEMORANDUM OR IN ANY OTHER DOCUMENT OR ARRANGEMENT,
AND THE ISSUER AGREES TO PROMPTLY PREPARE ANY AMENDMENT OR SUPPLEMENT TO THE
TIME OF SALE INFORMATION OR THE OFFERING MEMORANDUM THAT EFFECTS ANY SUCH
CHANGES. AS USED IN THIS AGREEMENT, THE TERM "INITIAL PURCHASER" INCLUDES, FOR
ALL PURPOSES OF THIS AGREEMENT UNLESS THE CONTEXT OTHERWISE REQUIRES, ANY PERSON
NOT LISTED IN SCHEDULE 1 HERETO THAT, PURSUANT TO THIS SECTION 9, PURCHASES
SECURITIES THAT A DEFAULTING INITIAL PURCHASER AGREED BUT FAILED TO PURCHASE.
(B)
IF, AFTER GIVING EFFECT TO ANY ARRANGEMENTS
FOR THE PURCHASE OF THE SECURITIES OF A DEFAULTING INITIAL PURCHASER OR INITIAL
PURCHASERS BY THE NON-DEFAULTING INITIAL PURCHASERS AND THE ISSUER