Common use of Default by the Underwriters Clause in Contracts

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement.

Default by the Underwriters. If, on the First Closing Date or an Option any Second Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of the Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names in on Schedule C I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifybe specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the First Closing Date or any Second Closing Date, any Underwriter one or more of the 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 exceeds 10% of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter party to any other party except that the provisions of Section 4(e) and Section 6 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company. If, on an Option Company shall have the right to postpone the applicable Closing Date, any Underwriter or Underwriters shall fail or refuse as the case may be, but in no event for longer than seven days in order that the required changes, if any, to purchase Option Shares the Registration Statement and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to Prospectus or any other documents or arrangements may be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such defaulteffected. Any No action taken under pursuant to this paragraph section shall not relieve any defaulting Underwriter from liability liability, if any, in respect of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any default of such person substituted for a defaulting Underwriter under this AgreementSection 10.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C B bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Underwriters may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you the Underwriters and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company; provided, however, that the provisions of Sections 5, 7, 8, 9, 13, 16 and 17 shall remain in full force and effect. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement.

Default by the Underwriters. If, If on the Closing Date or an the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Representatives of the Underwriters, shall use your best efforts to procure within 24 hours thereafter one or more of the Underwriters shall fail other Underwriters, or refuse any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Firm Shares that it has or they Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 24 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Firm Shares or Option Shares, as the case may be, agreed to purchase hereunder on such datebe purchased by the defaulting Underwriter or Underwriters, and then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Firm Shares or Option Shares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Firm Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase is not more than one-tenth of (b) if the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number shares of Firm Shares set forth opposite their respective names in Schedule C bears to or Option Shares, as the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriterscase may be, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 shall occur exceeds 10% of the aggregate number of Firm Shares to be purchased on such dateor Option Shares, and arrangements satisfactory to you and as the case may be, covered hereby, the Company for or you as the purchase Representatives of such Firm Shares are not made the Underwriters will have the right, by written notice given within 36 hours after such defaultthe next 24-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have or of the option Company except to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option extent provided in Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or (ii) purchase Option Closing Date, as the case may be, may be postponed for such period, not less than exceeding seven days, as you, as Representatives, may determine in order that the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase required changes in the absence of such defaultRegistration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this paragraph Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, on the Closing First Delivery Date or an Option Closing the Second Delivery Date, as the case may be, any one or more Underwriter defaults in the performance of its obligations under this Agreement and the total number of shares of the Underwriters shall fail Firm Stock or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such dateOption Stock, and as the aggregate number of Shares case may be, which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 15% of the aggregate number of shares of Firm Stock or Option Stock, as the Shares to be purchased on such datecase may be, covered hereby, the other remaining non-defaulting Underwriters shall be obligated severally obligated, severally, to purchase the Firm Stock or the Option Stock, as the case may be, which the defaulting Underwriter agreed but failed to purchase on such date in the respective proportions that which the number of shares of the Firm Shares Stock set forth opposite their respective names the name of each remaining non-defaulting Underwriter in Schedule C I hereto bears to the aggregate total number of shares of the Firm Shares Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto. If the aggregate number of shares of Firm Stock or Option Stock, as the case may be, with respect to which such default shall occur exceeds 15% of the Firm Stock or Option Stock, as the case may be, covered hereby, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the non-defaulting Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Firm Stock or all the Option Stock, as the case may be, to be purchased under this Agreement on such date. If the remaining Underwriters or other proportions as you may specify, underwriters satisfactory to the remaining Underwriters do not elect to purchase the Shares Stock which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. Ifpurchase, 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse Company (except that the Company will continue to purchase Option Shares be liable for the payment of expenses as set forth in Section 5(l) and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of indemnity and contribution provisions contain in Section 6), unless the aggregate number of Option Shares to be purchased on such Option Closing Date, Company and the remaining non-defaulting Underwriters shall have make an election in writing within 24 hours after the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing First Delivery Date or (ii) purchase not less than the number of Option Shares Second Delivery Date, as the case may be, to proceed with the offering contemplated by this Agreement notwithstanding such default. In the event that such the Company and the remaining non-defaulting Underwriters would have been obligated so elect, each such remaining non-defaulting Underwriter shall continue to be obligated, upon the conditions set forth in this Agreement and subject to the provisions of the next paragraph, to purchase (severally and not jointly) the number of shares of Firm Stock and Option Stock, as the case may be, provided for by Section 2 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Stock of a defaulting or withdrawing Underwriter, or the Company and the remaining non-defaulting Underwriters elect to proceed with the offering contemplated hereby notwithstanding such default, either the remaining Underwriters or the Company may postpone the First Delivery Date or the Second Delivery Date, as the case may be, for up to seven full business days in order to effect any changes that, in the absence opinion of such default. Any action taken under this paragraph shall not relieve counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement, the Prospectus or in any defaulting Underwriter from liability in respect of other document or agreement, and to file promptly any default of such Underwriter under this Agreementnecessary amendments or supplements to the Registration Statement or the Prospectus.

Default by the Underwriters. If, on the Closing First Delivery Date or an Option Closing the Second --------------------------- Delivery Date, as the case may be, any one or more Underwriter defaults in the performance of its obligations under this Agreement and the total number of shares of the Underwriters shall fail Firm Stock or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such dateOption Stock, and as the aggregate number of Shares case may be, which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 15% of the aggregate total number of shares of Firm Stock or Option Stock, as the Shares case may be, which the Underwriters are obligated to be purchased on purchase at such date, the other remaining non- defaulting Underwriters shall be obligated severally obligated, severally, to purchase the Firm Stock or the Option Stock, as the case may be, which the defaulting Underwriter agreed but failed to purchase on such date in the respective proportions that which the number of shares of the Firm Shares Stock set forth opposite their respective names the name of each remaining non-defaulting Underwriter in Schedule C I hereto bears to the aggregate total number of shares of the Firm Shares Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto. If the aggregate number of shares of Firm Stock or Option Stock, as the case may be, with respect to which such default shall occur exceeds 15% of the total number of shares of Firm Stock or Option Stock, as the case may be, which the Underwriters are obligated to purchase at such date, the remaining non-defaulting Underwriters, or those other underwriters (notwithstanding anything contained herein to the contrary, any underwriter that is not a party hereto that purchases any of the Firm Stock or Option Stock shall be deemed to be an "Underwriter" pursuant to the terms of this Agreement) satisfactory to the non-defaulting Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Firm Stock or all the Option Stock, as the case may be, to be purchased under this Agreement on such date. If the remaining Underwriters or other proportions as you may specify, underwriters satisfactory to the remaining Underwriters do not elect to purchase the Shares Stock which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. Ifpurchase, 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse Company (except that the Company will continue to purchase Option Shares be liable for the payment of expenses as set forth in Section 5(m) and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of indemnity and contribution provisions contained in Section 6), unless the aggregate number of Option Shares to be purchased on such Option Closing Date, Company and the remaining non-defaulting Underwriters shall have make an ------ election in writing within 24 hours after the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing First Delivery Date or (ii) purchase not less than the number of Option Shares Second Delivery Date, as the case may be, to proceed with the offering contemplated by this Agreement notwithstanding such default. In the event that such the Company and the remaining non-defaulting Underwriters would have been obligated so elect, each such remaining non-defaulting Underwriter shall continue to be obligated, upon the conditions set forth in this Agreement and subject to the provisions of the next paragraph, to purchase (severally and not jointly) the number of shares of Firm Stock and Option Stock, as the case may be, provided for by Section 2 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Stock of a defaulting or withdrawing Underwriter, or the Company and the remaining non-defaulting Underwriters elect to proceed with the offering contemplated hereby notwithstanding such default, either the remaining Underwriters or the Company may postpone the First Delivery Date or the Second Delivery Date, as the case may be, for up to seven full business days in order to effect any changes that, in the absence opinion of such default. Any action taken under this paragraph shall not relieve counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement, the Prospectus or in any defaulting Underwriter from liability in respect of other document or agreement, and to file promptly any default of such Underwriter under this Agreementnecessary amendments or supplements to the Registration Statement or the Prospectus.

Default by the Underwriters. If, If any Underwriter or Underwriters default in its or their obligations to purchase Shares hereunder on the Closing Date or an any Option Closing Date and the aggregate number of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares that the Underwriters are obligated to purchase on such Closing Date or Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Shares by other persons, including any one or more of the Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall fail or refuse be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares that it has or they have such defaulting Underwriters agreed but failed to purchase hereunder on such dateClosing Date or Option Closing Date, as the case may be. If any Underwriter or Underwriters so default and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 or defaults occur exceeds ten percent (10%) of the aggregate total number of Firm Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, as the case may be, and arrangements satisfactory to you the Representatives, the Company and the Company Selling Stockholder for the purchase of such Firm Shares by other persons are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate will terminate, subject to the provisions of Section 12, without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder, except as provided in Section 12. IfNothing herein will relieve a defaulting Underwriter from liability for its default. In the event of any such default which does not result in a termination of this Agreement, on an either the Representatives or the Company shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven (7) days in order to effect any Underwriter required changes in the Registration Statement or Underwriters shall fail Prospectus or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Datein any other documents or arrangements. As used in this Agreement, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve term “Underwriter” includes any defaulting Underwriter from liability in respect of any default of such person substituted for an Underwriter under this AgreementSection 10.

Default by the Underwriters. If, on the Closing First Delivery Date or an Option Closing --------------------------- the Second Delivery Date, as the case may be, any one or more Underwriter defaults in the performance of its obligations under this Agreement and the total number of shares of the Underwriters shall fail Firm Stock or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such dateOption Stock, and as the aggregate number of Shares case may be, which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 15% of the aggregate total number of shares of Firm Stock or Option Stock, as the Shares case may be, which the Underwriters are obligated to be purchased on purchase at such date, the other remaining non-defaulting Underwriters shall be obligated severally obligated, severally, to purchase the Firm Stock or the Option Stock, as the case may be, which the defaulting Underwriter agreed but failed to purchase on such date in the respective proportions that which the number of shares of the Firm Shares Stock set forth opposite their respective names the name of each remaining non-defaulting Underwriter in Schedule C I hereto bears to the aggregate total number of shares of the ---------- Firm Shares Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto. ---------- If the aggregate number of shares of Firm Stock or Option Stock, as the case may be, with respect to which such default shall occur exceeds 15% of the total number of shares of Firm Stock or Option Stock, as the case may be, which the Underwriters are obligated to purchase at such date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the non-defaulting Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Firm Stock or all the Option Stock, as the case may be, to be purchased under this Agreement on such date. If the remaining Underwriters or other proportions as you may specify, underwriters satisfactory to the remaining Underwriters do not elect to purchase the Shares Stock which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. Ifpurchase, 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse Company (except that the Company will continue to purchase Option Shares be liable for the payment of expenses as set forth in paragraph 6(m) and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of indemnity and contribution provisions contained in section 8), unless the aggregate number of Option Shares to be purchased on such Option Closing Date, Company and the remaining non-defaulting Underwriters shall have make an ------ election in writing within 24 hours after the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing First Delivery Date or (ii) purchase not less than the number of Option Shares Second Delivery Date, as the case may be, to proceed with the offering contemplated by this Agreement notwithstanding such default. In the event that such the Company and the remaining non-defaulting Underwriters would have been obligated so elect, each such remaining non-defaulting Underwriter shall continue to be obligated, upon the conditions set forth in this Agreement and subject to the provisions of the next paragraph, to purchase (severally and not jointly) the number of shares of Firm Stock and Option Stock, as the case may be, provided for by section 3 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Stock of a defaulting or withdrawing Underwriter, or the Company and the remaining non-defaulting Underwriters elect to proceed with the offering contemplated hereby notwithstanding such default, either the remaining Underwriters or the Company may postpone the First Delivery Date or the Second Delivery Date, as the case may be, for up to seven full business days in order to effect any changes that, in the absence opinion of such default. Any action taken under this paragraph shall not relieve counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement, the Prospectus or in any defaulting Underwriter from liability in respect of other document or agreement, and to file promptly any default of such Underwriter under this Agreementnecessary amendments or supplements to the Registration Statement or the Prospectus.

Default by the Underwriters. If, on the Closing First Delivery Date or an Option Closing the Second Delivery Date, as the case may be, any one or more Underwriter defaults in the performance of its obligations under this Agreement and the total number of shares of the Underwriters shall fail Firm Stock or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such dateOption Stock, and as the aggregate number of Shares case may be, which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 15% of the aggregate number of shares of Firm Stock or Option Stock, as the Shares to be purchased on such datecase may be, covered hereby, the other remaining non-defaulting Underwriters shall be obligated severally obligated, severally, to purchase the Firm Stock or the Option Stock, as the case may be, which the defaulting Underwriter agreed but failed to purchase on such date in the respective proportions that which the number of shares of the Firm Shares Stock set forth opposite their respective names the name of each remaining non-defaulting Underwriter in Schedule C I hereto bears to the aggregate total number of shares of the Firm Shares Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto. If the aggregate number of shares of Firm Stock or Option Stock, as the case may be, with respect to which such default shall occur exceeds 15% of the Firm Stock or Option Stock, as the case may be, covered hereby, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the non-defaulting Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Firm Stock or all the Option Stock, as the case may be, to be purchased under this Agreement on such date. If the remaining Underwriters or other proportions as you may specify, underwriters satisfactory to the remaining Underwriters do not elect to purchase the Shares Stock which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. Ifpurchase, 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. IfCompany (except that the Company will continue to be liable for the payment of expenses as set forth in Section 5(l)), on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares unless the Company and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the remaining non-defaulting Underwriters shall have make an election in writing within 24 hours after the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing First Delivery Date or (ii) purchase not less than the number of Option Shares Second Delivery Date, as the case may be, to proceed with the offering contemplated by this Agreement notwithstanding such default. In the event that such the Company and the remaining non-defaulting Underwriters would have been obligated so elect, each such remaining non-defaulting Underwriter shall continue to be obligated, upon the conditions set forth in this Agreement and subject to the provisions of the next paragraph, to purchase (severally and not jointly) the number of shares of Firm Stock and Option Stock, as the case may be, provided for by Section 2 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Stock of a defaulting or withdrawing Underwriter, or the Company and the remaining non-defaulting Underwriters elect to proceed with the offering contemplated hereby notwithstanding such default, either the remaining Underwriters or the Company may postpone the First Delivery Date or the Second Delivery Date, as the case may be, for up to seven full business days in order to effect any changes that, in the absence opinion of such default. Any action taken under this paragraph shall not relieve counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement, the Prospectus or in any defaulting Underwriter from liability in respect of other document or agreement, and to file promptly any default of such Underwriter under this Agreementnecessary amendments or supplements to the Registration Statement or the Prospectus.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase subscribe for Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase subscribe for is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase subscribe for the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase subscribe for pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase subscribe for 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 subscribed for on such date, and arrangements satisfactory to you and the Company for the purchase of such subscription for Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase subscribe for Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased subscribed for on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares subscribe for to be sold on such Option Closing Date or (ii) purchase subscribe for not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase subscribe for 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 such Underwriter under this Agreement.

Default by the Underwriters. If, on the First Closing Date or an Option any Second Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Preferred Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Preferred Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of the Preferred Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Preferred Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names in on Schedule C I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifybe specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Preferred Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the First Closing Date or any Second Closing Date, any Underwriter one or more of the Underwriters shall fail or refuse to purchase Firm Preferred Shares and the aggregate number of Firm Preferred Shares with respect to which such default occurs is more than one-tenth exceeds 10% of the aggregate number of Firm Preferred Shares to be purchased on such date, and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Preferred Shares are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter party to any other party except that the provisions of Section 4(f) and Section 6 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company. If, on an Option Company shall have the right to postpone the applicable Closing Date, any Underwriter or Underwriters shall fail or refuse as the case may be, but in no event for longer than seven days in order that the required changes, if any, to purchase Option Shares the Registration Statement and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to Prospectus or any other documents or arrangements may be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such defaulteffected. Any No action taken under pursuant to this paragraph section shall not relieve any defaulting Underwriter from liability liability, if any, in respect of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any default of such person substituted for a defaulting Underwriter under this AgreementSection 10.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any nonPART OF ANY NON-defaulting Underwriter or the CompanyDEFAULTING UNDERWRITER OR THE COMPANY. IfIF, on an Option Closing DateON AN OPTION CLOSING DATE, any Underwriter or Underwriters shall fail ANY UNDERWRITER OR UNDERWRITERS SHALL Fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement.

Default by the Underwriters. If, on If the Underwriters shall fail at the Closing Date or an Option Closing Dateto purchase the Securities that they are respectively obligated to purchase pursuant to this Agreement (the "Defaulted Securities"), as the case may beUnderwriters shall have the right, any within 24 hours thereafter, to make arrangements for one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such any other proportions as you may specifyunderwriter, to purchase all, but not less than all, of the Shares which Defaulted Securities in such defaulting Underwriter or amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters agreed but failed or refused to purchase on shall not have completed such date; provided that in no event shall arrangements within such 24-hour period, then: 29 30 (a) if the number of Shares that any Underwriter has agreed Defaulted Securities does not exceed 10% of the total number of Securities, the non-defaulting Underwriters shall be obligated to purchase pursuant the full amount thereof in the proportions that their respective underwriting obligations bear to this Agreement be increased pursuant to this Section 12 by an amount in excess the underwriting obligations of onethe non-ninth of such defaulting Underwriters; and (b) if the number of Shares without Defaulted Securities exceeds 10% of 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 total 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such defaultSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriters. In the event of any such default that does not result in a termination of this Agreement, either the Underwriters or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters Company shall have the option right to (i) terminate their obligation hereunder to purchase postpone the Option Shares to be sold on such Option Closing Date or (ii) purchase for a period not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated exceeding seven days in order to purchase effect any required changes in the absence Registration Statement or Prospectus or in any other documents or arrangements. Nothing contained herein shall relieve a defaulting Underwriter of such any liability it may have for damages caused by its default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement12.

Default by the Underwriters. If, If on the Closing Date or an Option Closing Date, as the case may beBlack Diamond Securities, LLC shall fail to purchase and pay for all or any one or more portion of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 and pay for on such date (otherwise than by an amount in excess reason of one-ninth of such number of Shares without the written consent of such Underwriter. If, any default on the Closing Datepart of the Company or CPS), any Underwriter then PaineWebber shall use reasonable efforts to procure within 36 hours thereafter one or more additional Underwriters shall fail or refuse to purchase Firm Shares from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Certificates which the defaulting Underwriter failed to purchase. If during such 36 hours the non-defaulting Underwriter shall not have procured one or more additional Underwriters to purchase the Certificates agreed to be purchased by the defaulting Underwriter, then (a) if the aggregate number amount of Firm Shares Certificates with respect to which such default occurs is more than oneshall occur does not exceed 10% of the Certificates covered hereby, the non-tenth of defaulting Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter failed to purchase, or (b) if the aggregate number of Firm Shares shares of Certificates with respect to be purchased on which such datedefault shall occur exceeds 10% of the Certificates covered hereby, and arrangements satisfactory to you and the Company for or the purchase of such Firm Shares are not made non-defaulting Underwriter will have the right, by written notice given within 36 hours after such defaultthe next 36-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any the non -defaulting Underwriter or of the Company except to the extent provided in Section 9 hereof. In the event of a default by Black Diamond Securities, LLC, as set forth in this Section 10, the Closing Date may be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter may determine in order that the required changes in the Registration Statement or in the CompanyFinal Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number For purposes of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Datethis Agreement, the non-term "Underwriter" includes any person substituted for a defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such defaultUnderwriter. Any action taken under this paragraph Section 10 shall not relieve any defaulting Underwriter Black Diamond Securities, LLC from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, If on the Closing Date or an Option Closing Date, as the case may beBlack Diamond Securities, LLC shall fail to purchase and pay for all or any one or more portion of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares Certificates which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 and pay for on such date (otherwise than by an amount in excess reason of one-ninth of such number of Shares without the written consent of such Underwriter. If, any default on the Closing Datepart of the Company or CPS), any Underwriter then Xxxx Xxxxx & Sons Incorporated shall use reasonable efforts to procure within 36 hours thereafter one or more additional Underwriters shall fail or refuse to purchase Firm Shares from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Certificates which the defaulting Underwriter failed to purchase. If during such 36 hours the non-defaulting Underwriter shall not have procured one or more additional Underwriters to purchase the Certificates agreed to be purchased by the defaulting Underwriter, then (a) if the aggregate number amount of Firm Shares Certificates with respect to which such default occurs is more than oneshall occur does not exceed 10% of the Certificates covered hereby, the non-tenth of defaulting Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter failed to purchase, or (b) if the aggregate number of Firm Shares shares of Certificates with respect to be purchased on which such datedefault shall occur exceeds 10% of the Certificates covered hereby, and arrangements satisfactory to you and the Company for or the purchase of such Firm Shares are not made non-defaulting Underwriter will have the right, by written notice given within 36 hours after such defaultthe next 36-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number Company except to the extent provided in Section 9 hereof. In the event of Option Shares to a default by Black Diamond Securities, LLC, as set forth in this Section 10, the Closing Date may be purchased on postponed for such Option Closing Dateperiod, not exceeding seven days, as the non-defaulting Underwriters shall have Underwriter may determine in order that the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase required changes in the absence Registration Statement or in the Final Prospectus or in any other documents or arrangements may be effected. For purposes of such defaultthis Agreement, the term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this paragraph Section 10 shall not relieve any defaulting Underwriter Black Diamond Securities, LLC from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, on the First Closing Date or an Option any Second Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Shares and/or Warrants that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of the Shares and Warrants to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares and Warrants by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated obligated, severally and not jointly, in the proportions that the number of Firm Shares and Firm Warrants set forth opposite their respective names in on Schedule C I bears to the aggregate number of Firm Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifybe specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the First Closing Date or any Second Closing Date, any Underwriter one or more of the Underwriters shall fail or refuse to purchase Firm Shares and Warrants and the aggregate number of Firm Shares and Warrants with respect to which such default occurs is more than one-tenth exceeds 10% of the aggregate number of Firm Shares and Warrants to be purchased on such date, and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares and Warrants are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter party to any other party except that the provisions of Section 4(f) and Section 6 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company. If, on an Option Company shall have the right to postpone the applicable Closing Date, any Underwriter or Underwriters shall fail or refuse as the case may be, but in no event for longer than seven days in order that the required changes, if any, to purchase Option Shares the Registration Statement and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to Prospectus or any other documents or arrangements may be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such defaulteffected. Any No action taken under pursuant to this paragraph section shall not relieve any defaulting Underwriter from liability liability, if any, in respect of such default. As used in this Agreement, the term "Underwriter" shall be deemed to include any default of such person substituted for a defaulting Underwriter under this AgreementSection 10.

Default by the Underwriters. If, If on the Closing Date or an Option Closing Date, as the case may beBlack Diamond Securities, LLC shall fail to purchase and pay for all or any one or more portion of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 and pay for on such date (otherwise than by an amount in excess reason of one-ninth of such number of Shares without the written consent of such Underwriter. If, any default on the Closing Datepart of the Company, any Underwriter CPS, Linc or Samco), then PaineWebber Incorporated shall use reasonable efforts to procure within 36 hours thereafter one or more additional Underwriters shall fail or refuse to purchase Firm Shares from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Notes which the defaulting Underwriter failed to purchase. If during such 36 hours PaineWebber Incorporated shall not have procured one or more additional Underwriters to purchase the Notes agreed to be purchased by the defaulting Underwriter, then (a) if the aggregate number amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth shall occur does not exceed 10% of the Notes covered hereby, PaineWebber Incorporated shall be obligated to purchase the Notes which Black Diamond Securities, LLC failed to purchase, or (b) if the aggregate number principal balance of Firm Shares Notes with respect to be purchased on which such datedefault shall occur exceeds 10% of the principal balance of Notes covered hereby, and arrangements satisfactory to you and the Company for or (provided PaineWebber Incorporated has not defaulted) PaineWebber Incorporated will have the purchase of such Firm Shares are not made right, by written notice given within 36 hours after such defaultthe next 36-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number Company except to the extent provided in Section 9 hereof. In the event of Option Shares to a default by PaineWebber Incorporated as set forth in this Section 10, the Closing Date may be purchased on postponed for such Option Closing Dateperiod, not exceeding seven days, as the non-defaulting Underwriters shall have Underwriter may determine in order that the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase required changes in the absence Registration Statement or in the Final Prospectus or Private Placement Memorandum or in any other documents or arrangements may be effected. For purposes of such defaultthis Agreement, the term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this paragraph Section 10 shall not relieve any defaulting Underwriter Black Diamond Securities, LLC from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Underwriters may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you the Underwriters and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 13 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you you, the Company and the Company Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement.

Default by the Underwriters. If, on the Closing First Delivery Date or an Option Closing the Second Delivery Date, as the case may be, any one or more Underwriter defaults in the performance of its obligations under this Agreement and the total number of shares of the Underwriters shall fail Firm Stock or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such dateOption Stock, and as the aggregate number of Shares case may be, which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 15% of the aggregate total number of shares of Firm Stock or Option Stock, as the Shares case may be, which the Underwriters are obligated to be purchased purchase on such date, the other remaining non-defaulting Underwriters shall be obligated severally obligated, severally, to purchase the Firm Stock or the Option Stock, as the case may be, which the defaulting Underwriter agreed but failed to purchase on such date in the respective proportions that which the number of shares of the Firm Shares Stock set forth opposite their respective names the name of each remaining non-defaulting Underwriter in Schedule C I hereto bears to the aggregate total number of shares of the Firm Shares Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto. If the aggregate number of shares of Firm Stock or Option Stock, as the case may be, with respect to which such default shall occur exceeds 15% of the number of shares of Firm Stock or Option Stock, as the case may be, which the Underwriters are obligated to purchase on such date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the non-defaulting Underwriters who so agree, whereupon any such underwriter shall be deemed to be an “Underwriter” for purposes of this Agreement, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Firm Stock or all the Option Stock, as the case may be, to be purchased under this Agreement on such date. If the remaining Underwriters or other proportions as you may specify, underwriters satisfactory to the remaining Underwriters do not elect to purchase the Shares which such Stock that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. Ifpurchase, 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 on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse Company (except that the Company will continue to purchase Option Shares be liable for the payment of expenses as set forth in Section 5(m) and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of indemnity and contribution provisions contained in Section 6), unless the aggregate number of Option Shares to be purchased on such Option Closing Date, Company and the remaining non-defaulting Underwriters shall have make an election in writing within 24 hours after the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing First Delivery Date or (ii) purchase not less than the number of Option Shares Second Delivery Date, as the case may be, to proceed with the offering contemplated by this Agreement notwithstanding such default. In the event that such the Company and the remaining non-defaulting Underwriters would have been obligated so elect, each such remaining non-defaulting Underwriter shall continue to be obligated, upon the conditions set forth in this Agreement and subject to the provisions of the next paragraph, to purchase (severally and not jointly) the number of shares of Firm Stock and Option Stock, as the case may be, provided for by Section 2 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Stock of a defaulting or withdrawing Underwriter, or the Company and the remaining non-defaulting Underwriters elect to proceed with the offering contemplated hereby notwithstanding such default, either the remaining Underwriters or the Company may postpone the First Delivery Date or the Second Delivery Date, as the case may be, for up to seven full business days in order to effect any changes that, in the absence opinion of such default. Any action taken under this paragraph shall not relieve counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement, the Prospectus or in any defaulting Underwriter from liability in respect of other document or agreement, and to file promptly any default of such Underwriter under this Agreementnecessary amendments or supplements to the Registration Statement or the Prospectus.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-one- ninth of such number of Shares 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 on such date, and arrangements satisfactory to you you, the Company and the Company Selling Stockholder for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than without liability on the number part of Option Shares that such any non-defaulting Underwriters would have been obligated to purchase in Underwriter, 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 such Underwriter under this Agreement.Company or the Selling Stockholder or

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, If on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and pay for all or any portion of the Certificates which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, CPS, Samco or Linc), then the non-defaulting Underwriter shall use reasonable efforts to procure within 36 hours thereafter one or more additional Underwriters to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Certificates which the defaulting Underwriter failed to purchase. If during such 36 hours the non-defaulting Underwriter shall not have procured one or more additional Underwriters to purchase the Certificates agreed to be purchased by the defaulting Underwriter, then (a) if the aggregate number amount of Firm Shares Certificates with respect to which such default occurs is more than one-tenth shall occur does not exceed 10% of the Certificates covered hereby, the non-defaulting Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter failed to purchase, or (b) if the aggregate number principal balance of Firm Shares Certificates with respect to be purchased on which such datedefault shall occur exceeds 10% of the principal balance of Certificates covered hereby, and arrangements satisfactory to you and the Company for or the purchase of such Firm Shares are not made non-defaulting Underwriter will have the right, by written notice given within 36 hours after such defaultthe next 36-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number Company except to the extent provided in Section 9 hereof. In the event of Option Shares to a default by such Underwriter, as set forth in this Section 10, the Closing Date may be purchased on postponed for such Option Closing Dateperiod, not exceeding seven days, as the non-defaulting Underwriters shall have Underwriter may determine in order that the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase required changes in the absence Registration Statement or in the Final Prospectus or in any other documents or arrangements may be effected. For purposes of such defaultthis Agreement, the term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this paragraph Section 10 shall not relieve any the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you you, the Company and the Company Selling Stockholder for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement. Notwithstanding the foregoing, if this Agreement or the obligation hereunder to purchase Option Shares to be sold on an Option Closing Date is terminated pursuant to this Section 12, the parties will continue to be liable for the payment of expenses as set forth in Section 5 hereof.

Default by the Underwriters. If, If on the Closing Date or an the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), you, as Underwriter , shall use your best efforts to procure within 24 hours thereafter one or more of the Underwriters shall fail other Underwriters, or refuse any others, to purchase Shares that it has from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Securities or they Option Securities, as the case may be, which the defaulting Underwriter failed to purchase. If during such 24 hours you, as such Underwriter, shall not have procured such other Underwriters, or any others, to purchase the Securities or Option Securities, as the case may be, agreed to purchase hereunder on such datebe purchased by the defaulting Underwriter or Underwriters, and then (a) if the aggregate number of Shares shares with respect to which such default shall occur does not exceed 10% of the Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase is not more than one-tenth of (b) if the aggregate number of shares of Securities or Option Securities, as the Shares to be purchased on such datecase may be, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 shall occur exceeds 10% of the aggregate number of Firm Shares to be purchased on such dateSecurities or Option Securities, and arrangements satisfactory to you and as the case may be, covered hereby, the Company for or you as the purchase of such Firm Shares are not made Underwriter will have the right, by written notice given within 36 hours after such defaultthe next 24-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have or of the option Company except to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option extent provided in Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or (ii) purchase Option Closing Date, as the case may be, may be postponed for such period, not less than exceeding seven days, as you, as Underwriter, may determine in order that the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase required changes in the absence of such defaultRegistration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this paragraph Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, If on the Closing Date or an Option Closing Date, as the case may beBlack Diamond Securities, LLC shall fail to purchase and pay for all or any one or more portion of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 and pay for on such date (otherwise than by an amount in excess reason of one-ninth of such number of Shares without the written consent of such Underwriter. If, any default on the Closing Datepart of the Company, any Underwriter CPS or Samco), then PaineWebber Incorporated shall use reasonable efforts to procure within 36 hours thereafter one or more additional Underwriters shall fail or refuse to purchase Firm Shares from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Notes which the defaulting Underwriter failed to purchase. If during such 36 hours PaineWebber Incorporated shall not have procured one or more additional Underwriters to purchase the Notes agreed to be purchased by the defaulting Underwriter, then (a) if the aggregate number amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth shall occur does not exceed 10% of the Notes covered hereby, PaineWebber Incorporated shall be obligated to purchase the Notes which Black Diamond Securities, LLC failed to purchase, or (b) if the aggregate number principal balance of Firm Shares Notes with respect to be purchased on which such datedefault shall occur exceeds 10% of the principal balance of Notes covered hereby, and arrangements satisfactory to you and the Company for or (provided PaineWebber Incorporated has not defaulted) PaineWebber Incorporated will have the purchase of such Firm Shares are not made right, by written notice given within 36 hours after such defaultthe next 36-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the Company. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number Company except to the extent provided in Section 9 hereof. In the event of Option Shares to a default by PaineWebber Incorporated as set forth in this Section 10, the Closing Date may be purchased on postponed for such Option Closing Dateperiod, not exceeding seven days, as the non-defaulting Underwriters shall have Underwriter may determine in order that the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase required changes in the absence Registration Statement or in the Final Prospectus or Private Placement Memorandum or in any other documents or arrangements may be effected. For purposes of such defaultthis Agreement, the term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this paragraph Section 10 shall not relieve any defaulting Underwriter Black Diamond Securities, LLC from liability in respect of any default of such Underwriter under this Agreement.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you you, the Company and the Company Selling Stockholder for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement. Notwithstanding the foregoing, if this Agreement or the obligation hereunder to purchase Option Shares to be sold on an Option Closing Date is terminated pursuant to this Section 12, the parties will continue to be liable for the payment of expenses as set forth in Section 5 hereof.

Default by the Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule C bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifybe specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares 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 on such date, and arrangements satisfactory to you the Company and the Company Selling Stockholder for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase 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 such Underwriter under this Agreement.

Default by the Underwriters. If, on the First Closing Date or an Option any Second Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of the Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names in on Schedule C I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specifybe specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the First Closing Date or any Second Closing Date, any Underwriter one or more of the 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 exceeds 10% of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter party to any other party except that the provisions of Section 4(f) and Section 6 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company. If, on an Option Company shall have the right to postpone the applicable Closing Date, any Underwriter or Underwriters shall fail or refuse as the case may be, but in no event for longer than seven days in order that the required changes, if any, to purchase Option Shares the Registration Statement and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to Prospectus or any other documents or arrangements may be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such defaulteffected. Any No action taken under pursuant to this paragraph section shall not relieve any defaulting Underwriter from liability liability, if any, in respect of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any default of such person substituted for a defaulting Underwriter under this AgreementSection 10.