FOR ITS DEFAULT.
IF, AFTER GIVING EFFECT TO ANY ARRANGEMENTS FOR THE PURCHASE OF THE SECURITIESOF
A DEFAULTING PURCHASER OR PURCHASERS BY YOU AND THE COMPANY AS PROVIDED IN
SUBSECTION (A) ABOVE, THE AGGREGATE PRINCIPAL AMOUNT OF SECURITIES WHICH REMAINS
UNPURCHASED EXCEEDS ONE‐ELEVENTH OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL THE
SECURITIES, OR IF THE COMPANY SHALL NOT EXERCISE THE RIGHT DESCRIBED IN
SUBSECTION (B) ABOVE TO REQUIRE NON‐DEFAULTING PURCHASERS TO PURCHASE SECURITIES
OF A DEFAULTING PURCHASER OR PURCHASERS, THEN THIS AGREEMENT SHALL THEREUPON
TERMINATE, WITHOUT LIABILITY ON THE PART OF ANY NON‐DEFAULTING PURCHASER OR THE
COMPANY, EXCEPT FOR THE EXPENSES TO BE BORNE BY THE COMPANY AND THE PURCHASERS
AS PROVIDED IN SECTION 6 HEREOF AND THE INDEMNITY AND CONTRIBUTION AGREEMENTS IN
SECTION 8 HEREOF; BUT NOTHING HEREIN SHALL RELIEVE A DEFAULTING PURCHASER FROM
LIABILITY FOR ITS DEFAULT.
THE RESPECTIVE INDEMNITIES, AGREEMENTS, REPRESENTATIONS, WARRANTIES AND OTHER
STATEMENTS OF THE COMPANY AND THE SEVERAL PURCHASERS, AS SET FORTH IN THIS
AGREEMENT OR MADE BY OR ON BEHALF OF THEM, RESPECTIVELY, PURSUANT TO THIS
AGREEMENT, SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS OF ANY
INVESTIGATION (OR ANY STATEMENT AS TO THE RESULTS THEREOF) MADE BY OR ON BEHALF
OF ANY PURCHASER OR ANY CONTROLLING PERSON OF ANY PURCHASER, OR THE COMPANY, OR
ANY OFFICER OR DIRECTOR OR CONTROLLING PERSON OF THE COMPANY, AND SHALL SURVIVE
DELIVERY OF AND PAYMENT FOR THE SECURITIES.
IF THIS AGREEMENT SHALL BE TERMINATED PURSUANT TO SECTION 9 HEREOF, THE COMPANY
SHALL NOT THEN BE UNDER ANY LIABILITY TO ANY PURCHASER EXCEPT AS PROVIDED IN
SECTIONS 6 AND 8 HEREOF; BUT, IF FOR ANY OTHER REASON, THE SECURITIES ARE NOT
DELIVERED BY OR ON BEHALF OF THE COMPANY AS PROVIDED HEREIN, THE COMPANY WILL
REIMBURSE THE PURCHASERS THROUGH YOU FOR ALL OUT‐OF‐POCKET EXPENSES APPROVED IN
WRITING BY YOU, INCLUDING FEES AND DISBURSEMENTS OF COUNSEL, REASONABLY INCURRED
BY THE PURCHASERS IN MAKING PREPARATIONS FOR THE PURCHASE, SALE AND DELIVERY OF
THE SECURITIES, BUT THE COMPANY SHALL THEN BE UNDER NO FURTHER LIABILITY TO ANY
PURCHASER EXCEPT AS PROVIDED IN SECTIONS 6 AND 8 HEREOF.
IN ALL DEALINGS HEREUNDER, YOU SHALL ACT ON BEHALF OF EACH OF THE PURCHASERS,
AND THE PARTIES HERETO SHALL BE ENTITLED TO ACT AND RELY UPON ANY STATEMENT,
REQUEST, NOTICE OR AGREEMENT ON BEHALF OF ANY PURCHASER MADE OR GIVEN BY YOU
JOINTLY.
All statements, requests, notices and agreements hereunder shall be in writing,
and if to the Purchasers shall be delivered or sent by mail, telex or facsimile
transmission to you as the representatives in care of Goldman, Sachs & Co., 85
Broad Street, New York, New York 10004, Attention: Registration Department; and
if to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Offering Memorandum,
Attention: General Counsel; provided, however, that any notice to a Purchaser
pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Purchaser at its