Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section 7 hereof and except to the extent provided in sections 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and each of the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such the First Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such the First Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Shareholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof; provided that the Company shall not be required to pay the expenses of any defaulting Underwriter. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and each of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representative, the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section 7 Section 8 hereof and except to the extent provided in sections 10 and 11 Section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Rule 429 Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which that the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section 7 hereof hereof, and except to the extent provided in sections section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section 7 Section 6 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.right

Default of Underwriters. It shall be a condition to this Agreement and the obligations obligation of the Company and the Selling Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Underwriters of all such Shares shares in accordance 22 23 with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10%) % of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to you and the Representative Company for the purchase of such Common Shares by other persons are not made within thirty-six 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or the Selling Stockholders except for the expenses to be paid by the Company and the Selling Stockholders pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First or Second Closing Date Date, as the case may be, for not more than seven five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default. SECTION 13.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative nondefaulting Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative nondefaulting Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives, the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company and the Selling Stockholders pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven (7) business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this sectionSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date for not more than seven business days in order that or the necessary changes in the Registration Statement, Prospectus and any other documentsSecond Closing Date, as well as any other arrangementsthe case may be, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.not

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligations obligation of the Company and each of the Selling Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter provided in this sectionSection provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase the Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is greater more than ten percent (10%) % of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Common Shares or Notes by other persons are not made within thirty-six 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter non-defaulting Underwriters, the Company or the Company Selling Stockholders except for the expenses to be paid by the Company and the Selling Stockholders pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that the Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.or the

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section 7 hereof and except to the extent provided in sections section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which that the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section 7 hereof hereof, and except to the extent provided in sections section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company to the nondefaulting Underwriters pursuant to section Section 7 (other than Section 7 (ii)) hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section 7 Section 6 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default -33- and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative (or, if the Representative is in default, the non-defaulting Underwriters) 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative (or, if the Representative is in default, the non-defaulting Underwriters) and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Sections 7 and 9 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative (or, if the Representative is in default, the non-defaulting Underwriters) or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Public Offering Shares hereunder, and of each Underwriter to purchase the Public Offering Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Public Offering Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Public Offering Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Public Offering Shares hereunder on the First Closing Date and the aggregate number of Public Offering Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Public Offering Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative may make arrangements satisfactory to the Company for the purchase of such Public Offering Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Public Offering Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Public Offering Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative and the Company for the purchase of such Public Offering Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Public Offering Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the Public Offering Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.term

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.,

Default of Underwriters. It shall be a condition to this Agreement and to the obligations of the Trust to sell and deliver the Preferred Securities hereunder, and to the obligations of each Underwriter to purchase the Shares Preferred Securities in the manner as described herein, that, except as hereinafter provided in this sectionSection 12, each of the Underwriters (except a defaulting Underwriter) shall purchase and pay for all the Shares Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares Preferred Securities in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Shares Preferred Securities hereunder on either the Closing Date or the Option Closing Date and the aggregate number liquidation amount of Shares which Preferred Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number liquidation amount of Shares which Preferred Securities the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares Preferred Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which Preferred Securities such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters so default and the aggregate number liquidation amount of Shares Preferred Securities with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative for the purchase of such Shares Preferred Securities by other persons person are not made within thirty-six (36) hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section 7 hereof and Company, except to the extent provided in sections 10 and 11 hereofSection 11. In the event that Shares If Preferred Securities to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the Closing Date or Option Closing Date, as the case may be, for not more than seven (7) business days in order that the necessary changes changes, if any, in the Registration Statement, Prospectus Prospectus, and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.term

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and each of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representative, the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section 7 Section 8 hereof and except to the extent provided in sections 10 and 11 Section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Rule 429 Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Sections 7 and 9 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, the Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this Agreement and the obligations obligation of the Company to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter provided in this sectionSection provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10%) % of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is greater more than ten percent (10%) % of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, Date and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Common Shares by other persons are not made within thirty-six 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or the Partnership except for the expenses to be paid by the Company pursuant to section 7 Section 6 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.First or Second Closing

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or or, the Company or any Selling Shareholder except for the expenses to be paid by the Company pursuant to section 7 9 hereof and except to the extent provided in sections 10 and 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Selling Shareholder shall be unable to perform its obligations under this Agreement, the Company and the Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the obligations obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Underwriters of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10%) % of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Common Shares by other persons are not made within thirty-six 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or the Selling Shareholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representative Underwriters or the Company shall have the right to postpone the First or Second Closing Date Date, as the case may be, for not more than seven five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an ----------- Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this sectionSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or any Selling Stockholder except for the expenses to be paid by the Company pursuant to section 7 Section 9 hereof and except to the extent provided in sections 10 and 11 Section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.than

Default of Underwriters. It shall be a condition to this Agreement and the obligations obligation of the Company to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares in the manner as described herein, that, except as hereinafter provided in this sectionSection provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed ten percent (10%) % of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is greater more than ten percent (10%) % of the total number of Shares of Beneficial Interest which the Underwriters are obligated to purchase on such Closing Date, Date and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Common Shares by other persons are not made within thirty-six 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or the Partnership except for the expenses to be paid by the Company pursuant to section 7 Section 6 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First or Second Closing Date Date, as the case may be, for not more than seven five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this sectionsection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter Underwriter, the Company, any Principal Stockholder or the Company any Selling Stockholder except for the expenses to be paid by the Company and the Selling Stockholders pursuant to section 7 9 hereof and except to the extent provided in sections 10 and 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionsection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company and the Principal Shareholder except for the expenses to be paid by the Company pursuant to section 7 hereof and except to the extent provided in sections section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.used

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date or the Second Closing Date, as the Representative case may be, 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative nondefaulting Underwriters may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative nondefaulting Underwriters and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Shareholders, except for the expenses to be paid by the Company pursuant to section 7 Section 6 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this sectionsection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or any Selling Stockholder except for the expenses to be paid by the Company and the Selling Stockholders pursuant to section 7 9 hereof and except to the extent provided in sections 10 and 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionsection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative 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 Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company Company, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof; PROVIDED that the Company shall not be required to pay the expenses of any defaulting Underwriter. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative for the Xxxxxx X. Xxxxx & Co. Incorporated April 6, 2006 purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or any Selling Shareholder except for the expenses to be paid by the Company and the Selling Shareholders pursuant to section 7 Section 8 hereof and except to the extent provided in sections 10 Sections 13 and 11 14 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” Underwriter includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Shareholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative may make arrangements satisfactory to the Company and the Selling Shareholder for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative and the Company and the Selling Shareholder for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Shareholder, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative shall have the right to postpone the Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section 7 6 hereof and except to the extent provided in sections 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any material failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to materially perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) Rxxxxx X. Xxxxx & Co. Incorporated June 22, 2006 Page 30 reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date or the Second Closing Date, as the Representative case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid by the Company pursuant to section 7 Section 6 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations agreement and obligation of the Company and the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares in the manner as described hereinhereunder, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten 10 percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such the First Closing Date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater more than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or the Selling Shareholders, except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections 10 and Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First Closing Date for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this sectionsection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or any Selling Stockholder except for the expenses to be paid by the Company and the Selling Stockholders pursuant to section 7 9 hereof and except to the extent provided in sections 10 and 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this sectionsection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this sectionSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) % of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section Section 7 hereof and except to the extent provided in sections Section 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this sectionSection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this Agreement and the obligations obligation of the Company to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunder in the manner as described herein, that, except as hereinafter provided in this sectionparagraph provided, each of the Underwriters shall purchase and pay for all of the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Common Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First Closing Date or Second Closing Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Common Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase (up to but not in excess of any limitations provided by law or the rules or other directives of the NASD) the Common Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, above percentage and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Common Shares by other persons are not made within thirty-six with 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section 7 Section 6 and Section 8 hereof (other than fees and expenses payable to any defaulting Underwriter) and except to the extent provided in sections Section 10 and 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representative Representatives or the Company shall have the right to postpone the First or Second Closing Date Date, as the case may be, for not more than seven (7) business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representative Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, the Representative Representatives may make arrangements for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is greater than ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representative Representatives for the purchase of such Shares by other persons are not made within thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company except for the expenses to be paid by the Company pursuant to section 7 hereof and except to the extent provided in sections 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representative Representatives shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this section. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.