Common use of Effective Date of Agreement and Termination Clause in Contracts

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of notification of the effectiveness of the Registration Statement or any post-effective amendments thereto by WFSRC to the Representative. This Agreement may be terminated at any time prior to the Closing Date by the Representative by written notice to WFSRC if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS or the earnings, affairs or business prospects of WFSRC or WFS, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representative, make the offering or delivery of any class of Notes impracticable, (ii) any outbreak of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism or change on the financial markets of the United States or elsewhere would, in the reasonable judgment of the Representative, make the offering or delivery of any class of Notes impracticable, (iii) suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFS, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (vii) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable opinion of the Representative has a material adverse effect on the financial markets in the United States.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC the Company or WFS any of its subsidiaries or the earnings, affairs affairs, or business prospects of WFSRC the Company or WFSany of its subsidiaries, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableSecurities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableSecurities on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market System or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC the Company or WFSany Subsidiary, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (vii) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable opinion of the Representative has a material adverse effect on the financial markets in the United States.authorities,

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of notification of the effectiveness of the Registration Statement by WFAL, WFSRC or any post-effective amendments thereto by WFSRC to the Representative. This Agreement may be terminated at any time prior to the Closing Date by the Representative by written notice to WFAL and WFSRC if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFAL, WFSRC or WFS or the earnings, affairs or business prospects of WFAL, WFSRC or WFS, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representative, make the offering or delivery of any class Class of Notes impracticable, (ii) any outbreak of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism crisis or change on the financial markets of the United States or elsewhere would, in the reasonable judgment of the Representative, make the offering or delivery of any class Class of Notes impracticable, (iii) suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC WFAL or WFSWFSRC, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable opinion of the Representative has a material adverse effect on the financial markets in the United States.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company and subsidiaries, taken as a whole, or the earnings, affairs affairs, or business prospects of WFSRC or WFSthe Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or NYSE, the American Stock Exchange or the NASDAQ National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC the Company or WFSany Subsidiary, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution and delivery of this Agreement and (ii) receipt of notification of by the effectiveness of the Registration Statement or any post-effective amendments thereto by WFSRC to the Representativeparties hereto. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS or the earnings, affairs or business prospects of WFSRC or WFS, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representative, make the offering or delivery of any class of Notes impracticable, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC the Company or WFSany of its subsidiaries, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC the Company or WFS any of its subsidiaries or the earnings, affairs affairs, or business prospects of WFSRC the Company or WFSany of its subsidiaries, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableSecurities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableSecurities on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market System or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC the Company or WFSany Subsidiary, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or authorities, (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United StatesStates or (vii) the suspension or material limitation of trading in the Company's securities on the New York Stock Exchange or limitation on prices for the Company's securities on such exchange. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total principal amount of the Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of Securities set forth opposite its name in Schedule I bears to the total principal amount of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Securities, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall ------------------------------------------- become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company and its Subsidiaries, taken as a whole, or the earnings, affairs affairs, or business prospects of WFSRC or WFSthe Company and its Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if conditions the effect of such outbreak, calamity, crisis, act of terrorism or change which on the financial markets of the United States or elsewhere elsewhere, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms.and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or the National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which that in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFSthe Company and its Subsidiaries, taken as a whole, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of notification of the effectiveness of the Registration Statement or any post-effective amendments thereto by WFSRC to the RepresentativeStatement. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, condition (financial or otherwiseother) of the Company and the Subsidiaries, of WFSRC or WFS taken as a whole, or the earningsbusiness, affairs prospects, properties, net worth or business prospects results of WFSRC or WFSoperations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or Nasdaq National Market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFSthe Company and the Subsidiaries, taken as a whole, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company and its subsidiaries, taken as a whole, or the earnings, affairs affairs, or business prospects of WFSRC or WFSthe Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the NASDAQ National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC the Company or WFSany subsidiary, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company and its subsidiaries, taken as a whole, or the earnings, affairs affairs, or business prospects of WFSRC the Company or WFSany of its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC the Company or WFSany subsidiary, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or authorities, (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States.States or (vii) Electronic Data Systems Corporation ("EDS") elects not to consummate the transactions contemplated in that certain Stock Purchase Agreement dated as of December __ 1996, by and between EDS, the Company and National Medical Systems, Inc. (the "EDS Agreement") because the conditions to EDS' obligations to consummate such transactions as set forth in Section 7.1 of the EDS Agreement have not been satisfied. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of notification of by the effectiveness of the Registration Statement or any post-effective amendments thereto by WFSRC to the Representativeparties hereto. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company or the earnings, affairs affairs, or business prospects of WFSRC or WFSthe Company, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange or NYSE, the American Stock Exchange Exchange, The Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or the Nasdaq National Market, (iv) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFS, (v) a material disruption in securities settlement, payment or clearance services in the United StatesCompany, (vi) the declaration of a banking moratorium by either federal or New York State authorities or (vii) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company, any Principal Subsidiary or the earnings, affairs affairs, or business prospects of WFSRC the Company or WFSany Principal Subsidiary, whether or not arising in the ordinary course of business, which would, in the your reasonable judgment of the Representativejudgment, make it impracticable to market the offering or delivery of any class of Notes impracticableSecurities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, escalation, calamity, crisis, act of terrorism crisis or change on the financial markets of the United States or elsewhere would, in the your reasonable judgment of the Representativejudgment, make it impracticable to market the offering or delivery of any class of Notes impracticableSecurities on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the your reasonable opinion of the Representative judgment materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFSthe Company, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the your reasonable opinion of the Representative judgment has a material adverse effect on the financial markets in the United States. If on the Closing Date any one or more of the Underwriters shall fail or refuse to enter into the Purchase Contracts underlying the Initial Securities which it or they are obligated to enter into under this Agreement and the aggregate number of the Initial Securities which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Initial Securities to be purchased by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of Initial Securities set forth opposite its name in Schedule I bears to the aggregate number of Initial Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to enter into Purchase Contracts underlying the full amount thereof; provided that in no event shall the number of Initial Securities which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Initial Securities without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Initial Securities and the aggregate number of Initial Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Initial Securities to be purchased on such date by all Underwriters in the event of a default by a Underwriter and arrangements satisfactory to you and the Company for purchase of such Initial Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall ------------------------------------------- become effective upon the later of (i) execution of this Agreement and (ii) receipt of when notification of the effectiveness of the Registration Statement or any post-effective amendments thereto has been released by WFSRC to the RepresentativeCommission. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company and its Subsidiaries, taken as a whole, or the earnings, affairs affairs, or business prospects of WFSRC or WFSthe Company and its Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if conditions the effect of such outbreak, calamity, crisis, act of terrorism or change which on the financial markets of the United States or elsewhere elsewhere, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms.and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or the National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which that in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFSthe Company and its Subsidiaries, taken as a whole, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares the or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares -------- or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) receipt of notification of the effectiveness of the Registration Statement or any post-effective amendments thereto by WFSRC to the RepresentativeAgreement. This Agreement may be terminated at any time prior to the Closing Date by the Representative you by written notice to WFSRC the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFSRC or WFS the Company and its subsidiaries, taken as a whole, or the earnings, affairs affairs, or business prospects of WFSRC or WFSthe Company, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or act of terrorism or material change in economic conditions, if the effect of such outbreak, calamity, crisis, act of terrorism conditions or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in the reasonable judgment of the Representativeyour judgment, make it impracticable to market the offering or delivery of any class of Notes impracticableShares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market, or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchangeexchange or National Market System, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the reasonable your opinion of the Representative materially and adversely affects, or will materially and adversely affect, the business or operations of WFSRC or WFSthe Company, (v) a material disruption in securities settlement, payment or clearance services in the United States, (vi) declaration of a banking moratorium by either federal or New York State authorities or (viivi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the reasonable your opinion of the Representative has a material adverse effect on the financial markets in the United States. If on the Closing Date or on the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided, that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.