Common use of Purchase and Delivery Clause in Contracts

Purchase and Delivery. Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City funds at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as place set forth in the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Underwriting Agreement. Payment for the any Firm Offered Securities or any and Additional Offered Securities that are in the form of Depositary Shares shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters of the Depositary Receipts evidencing such Firm Offered Securities or any Additional Capital Offered Securities, as the case may be, registered in such names and in such denominations as you the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of such Offered Securities to the Underwriters duly paid. Certificates for any Firm Offered Securities or any and Additional Offered SecuritiesSecurities shall be in definitive form and registered in such names and in such denominations as the Manager shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing such Firm Offered Securities and Additional Offered Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of such Offered Securities to the Underwriters duly paid, against payment of the purchase price therefor.

Purchase and Delivery. Payment Except as otherwise provided in this Section 4, payment for the Firm Offered Underwriters' Securities shall be made to the Company in Federal or other funds immediately available in New York City funds at the closing time and place set forth in Schedule I heretothe Underwriting Agreement, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made upon delivery to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, Manager for the respective accounts of the several Underwriters, Underwriters of the Firm Offered Underwriters' Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you the Manager shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may bedate of delivery, with any transfer taxes payable in connection with the transfer of the Firm Underwriters' Securities to the Underwriters duly paid. Delivery on the Closing Date of any Underwriters' Securities (i) that are Debt Securities in bearer form or are Units that contain Debt Securities in bearer form shall be effected by delivery of a single temporary global Security without coupons (the "Temporary Global Security") evidencing the Offered Securities that are or any Additional include Debt Securities in bearer form and (ii) that are Debt Warrants in bearer form or are Units that (a) contain Debt Warrants in bearer form and (b) contain no other Debt Securities in bearer form shall be effected only by delivery of a single permanent global Debt Warrant (the "Global Debt Warrant") evidencing the Offered SecuritiesSecurities that are or include Debt Warrants in bearer form, in each case to a common depositary for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euro-clear System ("Euro-clear"), and for Cedel Bank, Societe Anonyme ("Cedel") for credit to the respective accounts at Euro-clear or Cedel of each Underwriter or to such other accounts as such Underwriter may direct. Any Temporary Global Security or Global Debt Warrant shall be delivered to the Manager not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Temporary Global Security or Global Debt Warrant, as the case may be, by the method and in the form set forth herein. The Company shall cause global and, if applicable, definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Temporary Global Security in such manner and at such time as may be provided in or pursuant to the Underwriters duly paidSenior Debt Indenture or the Subordinated Debt Indenture, as the case may be; provided, however, that the Temporary Global Security shall be exchangeable for other Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus. Debt Warrants in bearer form shall be evidenced only by a Global Debt Warrant until their expiration.

Purchase and Delivery. Payment In consideration for the Firm Offered sale and --------------------- transfer of the Home Loans to Purchaser by FFI, and upon transfer of such Home Loans to Purchaser or Purchaser's designee from FFI on the date hereof with respect to the Initial Home Loans, and on the applicable Subsequent Transfer Date with respect to the Subsequent Home Loans, the Purchaser shall pay or cause to be paid to FFI good and valuable consideration (the "Purchase Price") including (without limitation) the net proceeds of (a) the sale of the Asset Backed Securities and (b) certain residual classes of securities subordinate to the Asset Backed Securities. The transfer of funds from Purchaser to FFI for the Purchase Price for all Home Loans purchased shall be made by wire transfer of immediately available funds to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I heretobank account designated by FFI, or at by other method as such other time parties shall agree. On the date hereof with respect to the Initial Home Loans, and on the same applicable Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall transfer, assign and convey to Purchaser all of FFI's right, title and interest in and to each Home Loan and the related Home Loan File, free and clear of any adverse claims, rights or interests therein. FFI shall, or shall cause its agent to, deliver to Purchaser or Purchaser's designee the related Home Loan File. On the date hereof with respect to the Initial Home Loans, and on the Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall promptly transfer to Purchaser or its designee good title to the related Mortgage, if applicable, pursuant to an Assignment of Mortgage and legal title to the related Debt Instrument pursuant to the endorsement thereof in the name of the Purchaser or its designee; provided that such other dateAssignment of Mortgage, not later than the fifth business day thereafterif applicable, as may be designated by you in writing. The time and date endorsement of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities Debt Instrument shall be made to prepared and executed in the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same manner as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by youthe Purchaser. In any eventFFI shall provide to Purchaser, at FFI's cost, a duly executed Assignment of Mortgage, if applicable, and a blank endorsement of the related Debt Instrument. Purchaser shall bear the cost and expense of completing and recording such payment date shall be not later than __________Assignment of Mortgage, 20__. The time if applicable, and date completing the endorsement of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior Debt Instrument to the Closing Date Purchaser or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paidits designee.

Purchase and Delivery. Payment In consideration for the Firm Offered sale and transfer of the Home Loans to Purchaser by FFI, and upon transfer of such Home Loans to Purchaser or Purchaser's designee from FFI on the date hereof with respect to the Initial Home Loans, and on the applicable Subsequent Transfer Date with respect to the Subsequent Home Loans, the Purchaser shall pay or cause to be paid to FFI good and valuable consideration, (the "Purchase Price") including (without limitation) (a) the net proceeds of the sale of the Asset Backed Securities and (b) certain residual classes of securities subordinate to the Asset Backed Securities . The transfer of funds from Purchaser to FFI for the Purchase Price for all Home Loans purchased shall be made by wire transfer of immediately available funds to the Company bank account designated by FFI. On the date hereof with respect to the Initial Home Loans, and on the Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall transfer, assign and convey to Purchaser all of FFI's right, title and interest in Federal and to each Home Loan and the related Home Loan File, free and clear of any adverse claims, rights or other funds immediately available in New York City at the closing time and place set forth in Schedule I heretointerests therein. FFI shall, or at such other time shall cause its agent to, deliver to Purchaser or Purchaser's designee the related Home Loan File. On the date hereof with respect to the Initial Home Loans, and on the same Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall promptly transfer to Purchaser or its designee good title to the related Mortgage, if applicable, pursuant to an Assignment of Mortgage and legal title to the related Debt Instrument pursuant to the endorsement thereof in the name of the Purchaser or its designee; provided that such other dateAssignment of Mortgage, not later than the fifth business day thereafterif applicable, as may be designated by you in writing. The time and date endorsement of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities Debt Instrument shall be made to prepared and executed in the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same manner as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by youthe Purchaser. In any eventFFI shall provide to Purchaser, at FFI's cost, a duly executed Assignment of Mortgage, if applicable, and a blank endorsement of the related Debt Instrument. Purchaser shall bear the cost and expense of completing and recording such payment date shall be not later than __________Assignment of Mortgage, 20__. The time if applicable, and date completing the endorsement of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior Debt Instrument to the Closing Date Purchaser or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paidits designee.

Purchase and Delivery. Payment In consideration for the Firm Offered sale and transfer of the Home Loans to Purchaser by FFI, and upon transfer of such Home Loans to Purchaser or Purchaser's designee from FFI on the date hereof with respect to the Initial Home Loans, and on the applicable Subsequent Transfer Date with respect to the Subsequent Home Loans, the Purchaser shall pay or cause to be paid to FFI good and valuable consideration, (the "Purchase Price") including (without limitation) (a) the net proceeds of the sale of the Asset Backed Securities and (b) certain residual classes of securities subordinate to the Asset Backed Secutities . The transfer of funds from Purchaser to FFI for the Purchase Price for all Home Loans purchased shall be made by wire transfer of immediately available funds to the Company bank account designated by FFI. On the date hereof with respect to the Initial Home Loans, and on the Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall transfer, assign and convey to Purchaser all of FFI's right, title and interest in Federal and to each Home Loan and the related Home Loan File, free and clear of any adverse claims, rights or other funds immediately available in New York City at the closing time and place set forth in Schedule I heretointerests therein. FFI shall, or at such other time shall cause its agent to, deliver to Purchaser or Purchaser's designee the related Home Loan File. On the date hereof with respect to the Initial Home Loans, and on the same Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall promptly transfer to Purchaser or its designee good title to the related Mortgage, if applicable, pursuant to an Assignment of Mortgage and legal title to the related Debt Instrument pursuant to the endorsement thereof in the name of the Purchaser or its designee; provided that such other dateAssignment of Mortgage, not later than the fifth business day thereafterif applicable, as may be designated by you in writing. The time and date endorsement of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities Debt Instrument shall be made to prepared and executed in the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same manner as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by youthe Purchaser. In any eventFFI shall provide to Purchaser, at FFI's cost, a duly executed Assignment of Mortgage, if applicable, and a blank endorsement of the related Debt Instrument. Purchaser shall bear the cost and expense of completing and recording such payment date shall be not later than __________Assignment of Mortgage, 20__. The time if applicable, and date completing the endorsement of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior Debt Instrument to the Closing Date Purchaser or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paidits designee.

Purchase and Delivery. Payment for On the Firm Offered Securities shall be made basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company in Federal or other funds immediately available in New York City agrees (i) to sell to the several Underwriters and each Underwriter agrees to purchase, severally and not jointly, from the Company at the closing time and place purchase price of $___ per share (the “Purchase Price”), the respective number of Firm Securities set forth in opposite such Underwriter’s name on Schedule I hereto, hereto and (ii) to sell all or at such other time on a portion of the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred Purchase Price if the underwriters elect to above on exercise such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written option by notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time Representatives within 30 days after the date of this Agreement. Payment Additional Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Offered Securities or Securities. If any Additional Offered Securities are to be purchased, each underwriter agrees, severally and not jointly, to purchase the number of Additional Securities that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite its name on Schedule I bears to the total number of Firm Securities. The closing (the “Closing”) of the purchase and sale of the Firm Securities shall be made at the offices of [name and address of closing location] (or such other place as may be agreed upon by the Company and the Representatives). The Company will deliver, against delivery payment of the purchase price, the Firm Securities to you on the Closing Date or the Option Closing Date, as the case may be, Representatives for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, Underwriters registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the date of delivery. Payment for the Securities shall be made by the Underwriters by wire transfer of immediately available funds to an account specified by the Company on [ ], 200 at [ ] [a./p.]m. or such other date and time as the Underwriters and the Company may agree in writing (the “Closing Date or Date”). The closing of the sale of Additional Securities shall be at the office specified for the Closing and on such date and time as designated by the Representatives (the “Option Closing Date”). The Company will deliver, against payment of the purchase price, the Additional Securities to the Representatives for the respective accounts of the Underwriters registered in such denominations as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, Representatives shall request one full business day prior to the Underwriters duly paiddate of delivery.

Purchase and Delivery. Payment for (a) On the Firm basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth and in Schedule III, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at the purchase price specified in Schedule 1, the respective amounts of each Class of Offered Securities Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Offered Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be made attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Offered Certificates as soon after this Agreement has been entered into as in Federal or other funds immediately available your judgment is advisable as set forth in New York City at the closing time Prospectus. (c) As compensation to the Underwriters for their respective commitments and place obligations hereunder in respect of the Offered Certificates, including their respective undertakings to distribute the Offered Certificates, the Company will pay to each Underwriter an amount equal to that percentage of the aggregate principal amount of each Class of Offered Certificates purchased by such Underwriter (as set forth in Schedule I hereto, or at such other time II). Such payment will be made on the same Closing Date simultaneously with the issuance and sale of the Offered Certificates (with the related Escrow Receipts attached) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment of the purchase price for the Offered Certificates to be purchased by the Underwriters (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom, LLP, 1440 New York Avenue, N.W., Washixxxxx X.C. 00005 (or xx xxxx xxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxu and the Company) at 10:00 A.M., New York City time, on the seventh business day following the date hereof or such other date, not later than the fifth business day thereafter, time and place as may be designated agreed upon by the Company and you in writing. The (such date and time of delivery and date of such payment are hereinafter referred to as for the “Offered Certificates (with attached Escrow Receipts) being herein called the "Closing Date.” Payment for any Additional "). Delivery of the Offered Securities Certificates (with attached Escrow Receipts) issued by each Trust shall be made to the your account at The Depository Trust Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to"DTC") as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment by the Underwriters of the Firm purchase price thereof by wire transfer of immediately available funds to the accounts and in the manner specified in the related Escrow Agreements. The Offered Securities Certificates (with attached Escrow Receipts) issued by each Trust shall be in the form of one or any Additional Capital Securitiesmore fully registered global certificates, and shall be deposited with the related Trustee as the case may be, custodian for DTC and registered in such names the name of Cede & Co. (e) The Company agrees to have the Offered Certificates (with attached Escrow Receipts) available for inspection and checking by you in such denominations as you shall request in writing New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth and in Schedule III, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at the purchase price specified in Schedule I, the respective amounts of the Offered Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Offered Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the related Escrow Agreement, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Offered Certificates as soon after this Agreement has been entered into as in your judgment is advisable as set forth in the Prospectus. (c) As compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Offered Certificates, including their respective undertakings to distribute the Offered Certificates, the Company will pay to you for the Firm Offered Securities shall be made to accounts of the Company in Federal or other funds immediately available in New York City at Underwriters the closing time and place amount set forth in Schedule I III hereto, which amount shall be allocated among the Underwriters in the manner determined by you. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Offered Certificates (with the related Escrow Receipts attached) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment of the purchase price for the Offered Certificates to be purchased by the Underwriters (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or at such other time place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the same fifth business day following the date hereof or such other date, not later than the fifth business day thereafter, time and place as may be designated agreed upon by the Company and you in writing. The (such date and time of delivery and date of such payment are hereinafter referred to as for the “Offered Certificates (with attached Escrow Receipts) being herein called the "Closing Date.” Payment for any Additional "). Delivery of the Offered Securities Certificates (with attached Escrow Receipts) issued by the Class G Trust shall be made to the your account at The Depository Trust Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to"DTC") as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment by the Underwriters of the Firm purchase price thereof by wire transfer of immediately available funds to the accounts and in the manner specified in the related Escrow Agreement. The Offered Securities Certificates (with attached Escrow Receipts) shall be in the form of one or any Additional Capital Securitiesmore fully registered global certificates, and shall be deposited with the Trustee as the case may be, custodian for DTC and registered in such names the name of Cede & Co. (e) The Company agrees to have the Offered Certificates (with attached Escrow Receipts) available for inspection and checking by you in such denominations as you shall request in writing New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to cause the Trustee to sell to AIFS, and AIFS agrees to purchase from the Trustee the principal amount of Class C Certificates at a purchase price of 100% of the aggregate stated principal amount thereof (the "Purchase Price"). Concurrently with the issuance and sale of the Class C Certificates, the Company shall cause the Escrow Agent to issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Class C Certificates. (b) Delivery of and payment of the Purchase Price for the Firm Offered Securities Class C Certificates to be purchased by you (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the date hereof or such other date (which date shall be no later than the seventh business day after the date hereof), time and place as may be agreed upon by the Company and you (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the "Closing Date"). Delivery of the Class C Certificates (with attached Escrow Receipts) issued by the Class C Trust shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be an account designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made writing to the Company in Federal or other funds at the Depository Trust Company ("DTC") against payment by you of the Purchase Price therefor by wire transfer of immediately available funds to the account and in the manner specified in the related Escrow Agreement. The Class C Certificates (with attached Escrow Receipts) issued by the Class C Trust shall be in the form of one or more fully registered global certificates, and shall be deposited with the Class C Trustee as custodian for DTC and registered in the name of Cede & Co. (c) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you 1:00 P.M. on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for The Guarantor and the Firm Offered Securities shall be made Company hereby agree to cause the Trustee to sell to the Company in Federal or other funds immediately available in New York City at Placement Agent, and the closing time Placement Agent, upon the basis of the representations and place warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Trustee the principal amount of Certificates of each Pass Through Certificate Designation set forth in Schedule I heretohereto at a purchase price of 100% of the principal amount thereof. Payment for the Certificates shall be made against delivery of the Certificates at a closing (the "Closing") to be held at the office of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on September 25, 1997, or at such other time on the same or such other date, not later than the fifth business day thereafterSeptember 30, 1997, as may shall be designated in writing by you in writingyou. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Offered Securities . Delivery of the Certificates shall be made to your account at The Depository Trust Company against payment by the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving Placement Agent of the notice hereinafter referred to) as purchase price thereof to or upon the order of the Trustee by wire transfer. The Certificates shall be designated in a written notice from you to definitive or global form and registered in the Company, on behalf name of the Underwriters, to purchase a number, specified Cede & Co. or in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any eventnames, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall may request in writing at least one full business day in advance of the Closing Date in definitive or global form. The Company agrees to have the Certificates available for inspection, checking and packaging by you in New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date Date. As compensation to the Placement Agent for its commitment and obligations hereunder in respect of the Certificates, including its undertaking to distribute the Certificates, each Owner Trustee will pay to the Placement Agent an amount equal to that percentage of the aggregate principal amount of each Pass Through Certificate Designation (to the extent that such Designation relates to Equipment Notes to be issued by such Owner Trustee or the Option Closing DateCompany, respectively) purchased by it as set forth in Schedule I; provided that if any Owner Trustee fails to pay such amounts when due, the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities Company will pay such amounts. Such payment shall be made by Federal funds check or any Additional Offered Securities, as the case may be, to the Underwriters duly paidother immediately available funds.

Purchase and Delivery. Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” " The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________May 29, 20__2007. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) the Company and The Bank of New York, as Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities and (ii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters.

Purchase and Delivery. Subject to the terms and conditions set forth or incorporated by reference herein, the Trust hereby agrees to sell, and the Underwriters agree to purchase, severally and not jointly, the respective number of Preferred Securities set forth below opposite their names in Schedule I hereto at a purchase price of $25.00 per Preferred Security. The Company agrees to issue the Company Securities concurrently with the issue and sale of the Preferred Securities as contemplated herein. The Company hereby guarantees the timely performance by the Trust of its obligations under this Section 3. The Trust agrees to purchase the Subordinated Debt Securities with the proceeds of, and concurrently with, the issue and sale of the Securities. As compensation to the Underwriters for their commitments hereunder, and because the proceeds of the sale of the Preferred Securities will be loaned by the Trust to the Company, the Company hereby agrees to pay on the Closing Date to the Representative, for the accounts of the several Underwriters, an amount equal to (i) in the case of such number of Preferred Securities as are reserved by the Underwriters for sale to institutional investors, $.7875 per Preferred Security and (ii) in the case of such number of Preferred Securities as are not so reserved, $.50 per Preferred Security. The Underwriters shall inform the Company in writing, not later than the business day prior to the Closing Date, of the number of Preferred Securities reserved for sale to such institutional investors. Payment for the Firm Offered Preferred Securities shall be made to the Company in Federal or other funds by wire transfer of immediately available in New York City funds to a bank account designated by the Trust, at the closing time and place set forth in Schedule I heretooffice of Winthrop, Stimson, Xxxxxx & Xxxxxxx, New York, New York, at 10:00 A.M. local time, on November 18, 1998, or at such other time on the same or such other date, not later than the fifth business day thereafterNovember 25, 1998, as may shall be designated in writing by you in writingthe Representative. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment . Certificates for any Additional Offered the Preferred Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time definitive form and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you the Underwriters shall request in writing not later than one two full business day days prior to the Closing Date or Date. The certificates evidencing the Option Closing DatePreferred Securities shall be delivered to the Representative, as through the case may befacilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid, against payment of the purchase price therefor.

Purchase and Delivery. The Company hereby agrees to sell to the several Initial Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company the respective principal amount of Offered Securities set forth in Schedule I hereto opposite their names at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, from December 23, 1996 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell and deliver to the Initial Purchasers the Additional Offered Securities, and the Initial Purchasers shall have a one-time right to purchase, severally and not jointly, up to $25,000,000 Additional Offered Securities at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, from December 23, 1996 to the date of payment and delivery. Additional Offered Securities may be purchased as provided in this Section 3 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Offered Securities. If any Additional Offered Securities are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the number of Additional Offered Securities (subject to such adjustments to eliminate fractional shares as the Manager shall determine) that bears the same proportion to the total number of Additional Offered Securities to be purchased as the number of Firm Offered Securities set forth in Schedule I opposite the name of such Initial Purchaser bears to the total number of Firm Offered Securities. The Company agrees that, without your prior written consent, it will not offer, sell, contract to sell or otherwise dispose of any Common Shares or preferred shares or any securities convertible into or exercisable or exchangeable for such Common Shares or preferred shares for a period of 90 days after the date of this Agreement, other than (i) the Offered Securities to be sold hereunder, (ii) the Underlying Securities, and (iii) options to purchase Common Shares, and Common Shares issued by the Company upon the exercise of such options, granted under the Company's existing stock option such and Common Shares issued pursuant to employee stock purchase plans. Payment for the Firm Offered Securities shall be made against delivery of the Firm Offered Securities at a closing to be held at the Company in Federal or other funds immediately available in office of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, X.C., 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 xx 10:00 A.M., New York City at the closing time and place set forth in Schedule I heretotime, on December 23, 1996, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made against delivery of the Additional Offered Securities at a closing to the Company in Federal or other funds immediately available in New York City be held at the closing place referred to above office of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, X.C., Palo Alto, California on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you the Manager to the CompanyCompany of its determination, on behalf of the UnderwritersInitial Purchasers, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date date, in any event not later than January 17, 1997 as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__the Manager. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” . Payment for the Additional Offered Securities shall be made in same day funds. The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment Certificates for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery in global form and registered in such names and in such denominations as you shall request in writing not less than two full business days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Offered Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may beInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional to the Initial Purchasers duly paid, against payment of the purchase price therefor. If requested by you with respect to the portion of the Offered SecuritiesSecurities sold pursuant to Regulation S, such portion of the Offered Securities shall be in the form of a temporary global Offered Security which will be deposited on your behalf with a common depositary selected by you for the benefit of Morgxx Xxxranty Trust Company of New York (Brussels office), as operator of the case may beEuroclear System ("Euroclear"), or Cedel Bank Societe Anonyme ("CEDEL") or both. The Company will deliver the portion of the Offered Securities represented by one or more definitive global Offered Securities in book-entry form to your account by causing DTC to credit such Offered Securities to your account, at DTC, and the portion of the Offered Securities to be evidenced by the temporary global Offered Security by causing the aggregate principal amount of such Offered Security to be credited on the records of Euroclear or CEDEL, as applicable, to the Underwriters duly paidyour account, unless otherwise directed by you.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to cause the Trustee to sell to AIFS, and AIFS agrees to purchase from the Trustee the principal amount of Class C Certificates at a purchase price of 100% of the aggregate stated principal amount thereof (the "Purchase Price"). Concurrently with the issuance and sale of the Class C Certificates, the Company shall cause the Escrow Agent to issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Class C Certificates. (b) Delivery of and payment of the Purchase Price for the Firm Offered Securities Class C Certificates to be purchased by you (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York 10036 (or xx xxxx otxxx place xx xxxxx xx xxxxxx xxxx xx xxx xxx xxx Xompany) at 10:00 A.M., New York City time, on the date hereof or such other date (which date shall be no later than the seventh business day after the date hereof), time and place as may be agreed upon by the Company and you (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the "Closing Date"). Delivery of the Class C Certificates (with attached Escrow Receipts) issued by the Class C Trust shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be an account designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made writing to the Company in Federal or other funds at the Depository Trust Company ("DTC") against payment by you of the Purchase Price therefor by wire transfer of immediately available funds to the account and in the manner specified in the related Escrow Agreement. The Class C Certificates (with attached Escrow Receipts) issued by the Class C Trust shall be in the form of one or more fully registered global certificates, and shall be deposited with the Class C Trustee as custodian for DTC and registered in the name of Cede & Co. (c) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you 1:00 P.M. on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to cause the Trustee to sell to AIFS, and AIFS agrees to purchase from the Trustee the principal amount of Class C Certificates at a purchase price of 100% of the aggregate stated principal amount thereof (the "Purchase Price"). Concurrently with the issuance and sale of the Class C Certificates, the Company shall cause the Escrow Agent to issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Class C Certificates. (b) Delivery of and payment of the Purchase Price for the Firm Offered Securities Class C Certificates to be purchased by you (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 0000 Xxx Xxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 (or at such other place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the date hereof or such other date (which date shall be no later than the seventh business day after the date hereof), time and place as may be agreed upon by the Company and you (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the "Closing Date"). Delivery of the Class C Certificates (with attached Escrow Receipts) issued by the Class C Trust shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be an account designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made writing to the Company in Federal or other funds at the Depository Trust Company ("DTC") against payment by you of the Purchase Price therefor by wire transfer of immediately available funds to the account and in New York City at the closing place referred to above on such date of your determination manner specified in the related Escrow Agreement. The Class C Certificates (which may be with attached Escrow Receipts) issued by the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as Class C Trust shall be designated in a written notice from you to the Companyform of one or more fully registered global certificates, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as and shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time deposited with the Class C Trustee as custodian for DTC and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer name of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.Cede & Co.

Purchase and Delivery. Payment In consideration for the Firm Offered Securities sale and transfer of the Mortgage Loans to Purchaser by Seller, and upon transfer of such Mortgage Loans to Purchaser or Purchaser's designee from Seller on the date hereof with respect to the Initial Mortgage Loans, and on the applicable Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, the Purchaser shall pay Seller $10.00 and other good and valuable consideration (the "PURCHASE PRICE"). The transfer of funds from Purchaser to Seller for the Purchase Price for all Mortgage Loans purchased shall be made by wire transfer of immediately available funds to the Company bank account designated by Seller. On the date hereof with respect to the Initial Mortgage Loans, and on the Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, Seller shall transfer, assign and convey to Purchaser all of Seller's right, title and interest in Federal or other funds immediately available in New York City at and to each Mortgage Loan and the closing time and place set forth in Schedule I heretorelated Trustee's Mortgage Loan File. Seller shall, or at such other time shall cause its agent to deliver to Purchaser or Purchaser's designee, the related Trustee's Mortgage Loan File. On the date hereof with respect to the Initial Mortgage Loans, and on the same Subsequent Transfer Date with respect to the Subsequent Mortgage Loans, Seller shall promptly transfer to Purchaser or its designee good title to the related Mortgage, if applicable, pursuant to an Assignment of Mortgage and legal title to the related Note pursuant to the endorsement thereof in the name of the Purchaser or its designee; provided that such other dateAssignment of Mortgage, not later than the fifth business day thereafterif applicable, as may be designated by you in writing. The time and date endorsement of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities Note shall be made to prepared and executed in the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same manner as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated spsecified in writing by youthe Purchaser. In any eventSeller shall provide to Purchaser, at Seller's cost, a duly executed Assignment of Mortgage, if applicable, and a blank endorsement of the related Note. Purchaser shall bear the cost and expense of completing and recording such payment date shall be not later than __________Assignment of Mortgage, 20__. The time if applicable, and date completing the endorsement of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior Note to the Closing Date Purchaser or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paidits designee.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 202___. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) [the Issuer Trust shall issue additional Common Securities to the Company (the “Additional Common Securities”)], (ii) the Company and The Bank of New York Mellon, as Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities [and Additional Common Securities] and (iii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters [and of such Additional Common Securities to the Company].

Purchase and Delivery. Payment for (a) On the Firm Offered Securities basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth and in Schedule III, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at the purchase price specified in Schedule I, the respective amounts of each Class of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be made attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as soon after this Agreement has been entered into as in Federal or other funds immediately available your judgment is advisable as set forth in New York City at the closing time Prospectus. (c) As compensation to the Underwriters for their respective commitments and place obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to each Underwriter an amount equal to that percentage of the aggregate principal amount of the Certificates purchased by such Underwriter (as set forth in Schedule I heretoII) multiplied by the total amount of underwriters' compensation (as set forth in Schedule III). Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with the related Escrow Receipts attached) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment of the purchase price for the Certificates to be purchased by the Underwriters (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or at such other time place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the same fifth business day following the date hereof or such other date, not later than the fifth business day thereafter, time and place as may be designated agreed upon by the Company and you in writing. The (such date and time of delivery and date of such payment are hereinafter referred to as for the “Certificates (with attached Escrow Receipts) being herein called the "Closing Date.” Payment for any Additional Offered Securities "). Delivery of the Certificates (with attached Escrow Receipts) issued by the Trust shall be made to the your account at The Depository Trust Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to"DTC") as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment by the Underwriters of the Firm Offered Securities purchase price thereof by wire transfer of immediately available funds to the accounts and in the manner specified in the Escrow Agreement. The Certificates (with attached Escrow Receipts) shall be in the form of one or any Additional Capital Securitiesmore fully registered global certificates, and shall be deposited with the Trustee as the case may be, custodian for DTC and registered in such names the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in such denominations as you shall request in writing New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City funds at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as place set forth in the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Underwriting Agreement. Payment for the any Firm Offered Securities or any and Additional Offered Securities which are in the form of Depositary Shares shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters of the Depositary Receipts evidencing such Firm Offered Securities or any Additional Capital Offered Securities, as the case may be, registered in such names and in such denominations as you the underwriters shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of such Offered Securities to the Underwriters duly paid. Certificates for any Firm Offered Securities or any and Additional Offered SecuritiesSecurities shall be in definitive forms and registered in such names and in such denominations as the underwriters shall request in writing not later than two full business days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing such Firm Offered Securities and Additional Offered Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of such Offered Securities to the Underwriters duly paid, against payment of the purchase price therefor.

Purchase and Delivery. Payment In consideration for the Firm Offered sale and --------------------- transfer of the Home Loans to Purchaser by FFI, and upon transfer of such Home Loans to Purchaser or Purchaser's designee from FFI on the date hereof with respect to the Initial Home Loans, and on the applicable Subsequent Transfer Date with respect to the Subsequent Home Loans, the Purchaser shall pay or cause to be paid to FFI good and valuable consideration (the "Purchase Price") including (without limitation) the net proceeds of (a) the sale of the Asset Backed Securities and (b) certain residual classes of securities subordinate to the Asset Backed Securities. The transfer of funds from Purchaser to FFI for the Purchase Price for all Home Loans purchased shall be made by wire transfer of immediately available funds to the Company bank account designated by FFI. On the date hereof with respect to the Initial Home Loans, and on the applicable Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall transfer, assign and convey to Purchaser all of FFI's right, title and interest in Federal and to each Home Loan and the related Home Loan File, free and clear of any adverse claims, rights or other funds immediately available in New York City at the closing time and place set forth in Schedule I heretointerests therein. FFI shall, or at such other time shall cause its agent to, deliver to Purchaser or Purchaser's designee the related Home Loan File. On the date hereof with respect to the Initial Home Loans, and on the same Subsequent Transfer Date with respect to the Subsequent Home Loans, FFI shall promptly transfer to Purchaser or its designee good title to the related Mortgage, if applicable, pursuant to an Assignment of Mortgage and legal title to the related Debt Instrument pursuant to the endorsement thereof in the name of the Purchaser or its designee; provided that such other dateAssignment of Mortgage, not later than the fifth business day thereafterif applicable, as may be designated by you in writing. The time and date endorsement of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities Debt Instrument shall be made to prepared and executed in the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same manner as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by youthe Purchaser. In any eventFFI shall provide to Purchaser, at FFI's cost, a duly executed Assignment of Mortgage, if applicable, and a blank endorsement of the related Debt Instrument. Purchaser shall bear the cost and expense of completing and recording such payment date shall be not later than __________Assignment of Mortgage, 20__. The time if applicable, and date completing the endorsement of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior Debt Instrument to the Closing Date Purchaser or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paidits designee.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to cause the Trustee to sell to AIFS, and AIFS agrees to purchase from the Trustee the principal amount of Class C Certificates at a purchase price of 100% of the aggregate stated principal amount thereof (the "Purchase Price"). Concurrently with the issuance and sale of the Class C Certificates, the Company shall cause the Escrow Agent to issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Class C Certificates. (b) Delivery of and payment of the Purchase Price for the Firm Offered Securities Class C Certificates to be purchased by you (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (or at such other place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the date hereof or such other date (which date shall be no later than the seventh business day after the date hereof), time and place as may be agreed upon by the Company and you (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the "Closing Date"). Delivery of the Class C Certificates (with attached Escrow Receipts) issued by the Class C Trust shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be an account designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made writing to the Company in Federal or other funds at the Depository Trust Company ("DTC") against payment by you of the Purchase Price therefor by wire transfer of immediately available funds to the account and in New York City at the closing place referred to above on such date of your determination manner specified in the related Escrow Agreement. The Class C Certificates (which may be with attached Escrow Receipts) issued by the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as Class C Trust shall be designated in a written notice from you to the Companyform of one or more fully registered global certificates, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as and shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time deposited with the Class C Trustee as custodian for DTC and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer name of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.Cede & Co.

Purchase and Delivery. Payment for the Firm Offered Securities shall be made Subject to the terms and conditions herein set forth, the Company in Federal or other funds immediately available in New York City at hereby agrees to sell and the closing time Underwriters agree to purchase, severally and place not jointly, the respective numbers of Firm Shares set forth in Schedule I heretohereto opposite their names at $23.16 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 750,000 Additional Shares at the Purchase Price (minus, if an Option Closing Date (as defined below) with respect to the delivery and payment of any Additional Shares occurs after the date fixed for the determination of stockholders entitled to receive the next dividend payable on the Common Stock, an amount equal to such dividend per share of such Additional Shares). Additional Shares may be purchased as provided herein solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Payment for the Firm Shares shall be made by wire transfer of immediately available funds to a bank account designated by the Company, at the office of Winthrop, Stimson, Xxxxxx & Xxxxxxx, New York, New York, at 10:00 A.M., local time, on November 9, 1998 or at such other time on the same or such other date, not later than the fifth business day thereafterNovember 16, 1998, as may shall be designated in writing by you in writingyou. The time and date of such payment are hereinafter referred to as the “Closing Date.” . Payment for any Additional Offered Securities Shares shall be made to the Company in Federal or other funds by wire transfer of immediately available in New York City funds to a bank account designated by the Company, at the closing place referred to above office of Winthrop, Stimson, Xxxxxx & Xxxxxxx, New York, New York, at 10:00 A.M., local time, on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you the Representatives to the CompanyCompany of the Representatives' determination, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered SecuritiesShares, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__the Representatives. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” " The notice of the determination to exercise the option to purchase Additional Offered Securities Shares and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment Certificates for the Firm Offered Securities or any Shares and Additional Offered Securities Shares shall be made against delivery in definitive form and registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to you the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, Shares to the Underwriters duly paid, against payment of the purchase price therefor.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________March 6, 20__2006. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” " The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) the Issuer Trust shall issue additional Common Securities to the Company (the "Additional Common Securities"), (ii) the Company and The Bank of New York, as Trustee, acting pursuant to a Junior Subordinated Indenture dated as of October 1, 2004, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities and Additional Common Securities and (iii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters and of such Additional Common Securities to the Company.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) [the Issuer Trust shall issue additional Common Securities to the Company (the “Additional Common Securities”), (ii)] the Company and The Bank of New York Mellon, as Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities [and Additional Common Securities] and [(ii)]/[(iii)] the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters [and of such Additional Common Securities to the Company].

Purchase and Delivery. The Company hereby agrees to sell to the several Initial Purchasers, and each of the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company the respective principal amount of Firm Offered Securities set forth in SCHEDULE 1 hereto opposite their names at a purchase price of 96.875% of the principal amount thereof plus accrued interest, if any, from July 29, 1997 to the date of payment and delivery. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, for a period thirty (30) days from the date hereof the Company agrees to sell and deliver to the Initial Purchasers the Additional Offered Securities, and the Initial Purchasers shall have a one-time right to purchase, severally and not jointly, up to $15,000,000 Additional Offered Securities at a purchase price of 96.875% of the principal amount thereof plus accrued interest, if any. Additional Offered Securities may be purchased as provided in this Section 3 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Offered Securities. If any Additional Offered Securities are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the number of Additional Offered Securities (subject to such adjustments to eliminate fractional portions as the Manager shall determine) that bears the same proportion to the total number of Additional Offered Securities to be purchased as the number of Firm Offered Securities set forth in SCHEDULE 1 opposite the name of such Initial Purchaser bears to the total number of Firm Offered Securities. The Company agrees that, without your prior written consent, it will not offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of ninety (90) days after the date of this Agreement, other than: (i) the Offered Securities to be sold hereunder; (ii) the Underlying Securities; (iii) options to purchase Common Stock, and Common Stock issued by the Company upon the exercise of such options, granted under the Company's existing equity incentive plans; and (iv) Common Shares issued pursuant to employee stock purchase plans and (v) the warrant to purchase shares of Common Stock issued to Innotech Corporation. Payment for the Firm Offered Securities shall be made against delivery of the Firm Offered Securities at a closing to be held at the Company in Federal or other funds immediately available in office of Xxxxxx Godward LLP, Palo Alto, California at 10:00 A.M., New York City at the closing time and place set forth in Schedule I heretotime, on July 29, 1997, or at such other time on the same or such other date, not later than the fifth business day thereafterAugust 10, 1997, as may be designated by you in writingthe Initial Purchasers and the Company shall agree. The time and date of such payment are hereinafter herein referred to as the “Closing Date.” . Payment for the Firm Offered Securities shall be made in same day funds. Payment for any Additional Offered Securities shall be made against delivery of the Additional Offered Securities at a closing to the Company in Federal or other funds immediately available in New York City be held at the closing place referred to above office of Cooley Godward LLP, Palo Alto, California on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten (10) business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you the Manager to the CompanyCompany of the Manager's determination, on behalf of the UnderwritersInitial Purchasers, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date date, in any event not later than August 21, 1997 as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__the Manager. The time and date of such payment are hereinafter referred to as the “Option Closing Date"OPTION CLOSING DATE.” " Payment for the Additional Offered Securities shall be made in same day funds. The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 thirty (30) days after the date of this Agreement. Payment Certificates for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery in global form and registered in such names and in such denominations as you shall request in writing not less than two (2) full business days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Offered Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may beInitial Purchasers, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters Initial Purchasers duly paid, against payment of the purchase price therefor. The Company will deliver the portion of the Offered Securities represented by one or more definitive global Offered Securities in book-entry form to the Manager's account by causing Depository Trust Company ("DTC") to credit such Offered Securities to the Manager's account at DTC.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________November 17, 20__2006. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) the Company and The Bank of New York, as Trustee, acting pursuant to the Junior Subordinated Indenture to be dated as of October 12, 2006, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities and (ii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters.

Purchase and Delivery. Payment Except as otherwise provided in --------------------- this Section 4, payment for the Firm Offered Underwriters' Securities shall be made to the Company Issuer Trust or the Company, as applicable, in Federal or other funds immediately available in New York City funds at the closing time and place set forth in Schedule I heretothe Underwriting Agreement, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made upon delivery to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, Manager for the respective accounts of the several Underwriters, Underwriters of the Firm Offered Underwriters' Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations or amounts, as you the case may be, as the Manager shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may bedate of delivery, with any transfer taxes payable in connection with the transfer of the Firm Underwriters' Securities to the Underwriters duly paid. Delivery on the Closing Date of any Underwriters' Securities (i) that are Debt Securities in bearer form or Capital Securities in bearer form shall be effected by delivery of a single temporary global Security without coupons (the "Temporary Global Security") evidencing the Offered Securities that are Debt Securities in bearer formor Capital Securities in bearer form to a common depositary for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euro-clear System ("Euro-clear"), and for Cedel Bank, Soci t Anonyme ("Cedel") for credit to the respective accounts at Euro-clear or any Additional Cedel of each Underwriter or to such other accounts as such Underwriter may direct. Any Temporary Global Security shall be delivered to the Manager not later than the Closing Date, against payment of funds to the Issuer Trust or the Company, as applicable, in the amount (or the net amount, if applicable, in the case of Offered Debt Securities) due to the Issuer Trust or the Company for such Temporary Global Security by the method and in the form set forth herein. The Issuer Trust or the Company, as applicable, shall cause global and, if applicable, definitive Debt Securities in bearer form or Capital Securities in bearer form to be prepared and delivered in exchange for such Temporary Global Security in such manner and at such time as may be provided in or pursuant to the Senior Debt Indenture, the Senior Subordinated Debt Indenture or the Junior Subordinated Debt Indenture, as the case may be; provided, to however, that the Underwriters duly paidTemporary Global Security shall be exchangeable for other Debt Securities in bearer form or Capital Securities in bearer form only on or after the date specified for such purpose in the Prospectus.

Purchase and Delivery. Payment for the Firm Offered Securities and any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Underwriting Agreement. Payment for the any Firm Offered Securities or any and Additional Offered Securities which are in the form of Depositary Shares shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters of the Depositary Receipts evidencing such Firm Offered Securities or any Additional Capital Offered Securities, as the case may be, registered in such names and in such denominations as you the underwriters shall request in writing not later than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of such Offered Securities to the Underwriters duly paid. Certificates for any Firm Offered Securities or any and Additional Offered SecuritiesSecurities shall be in definitive forms and registered in such names and in such denominations as the underwriters shall request in writing not later than two full business days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing such Firm Offered Securities and Additional Offered Securities shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of such Offered Securities to the Underwriters duly paid, against payment of the purchase price therefor.

Purchase and Delivery. Payment Except as otherwise provided in this Section 4, payment for the Firm Offered Underwriters' Securities shall be made by certified or official bank check or checks payable to the Company in Federal or other funds immediately available order of the Designated Trust in New York City Clearing House funds (or such other funds as are specified in the Underwriting Agreement) at the closing time and place set forth in Schedule I heretothe Underwriting Agreement, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made upon delivery to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, Manager for the respective accounts of the several Underwriters, Underwriters of the Firm Offered Securities or any Additional Capital Underwriters' Securities, as the case may be, registered in such names and in such denominations as you the Manager shall request in writing not later less than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may bedate of delivery, with any transfer taxes payable in connection with the transfer of the Firm Offered Underwriters' Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid. Certificates for the Underwriters' Securities to be purchased by each Underwriter pursuant to the Underwriting Agreement relating thereto, in the form specified in such Underwriting Agreement, and in such authorized denominations and registered in such names as the Manager may request upon at least forty-eight hours' prior notice to the Designated Trust and the Company, shall be delivered by or on behalf of the Designated Trust to the Manager for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Designated Trust, (i) with respect to the Firm Designated Securities, all in the manner and at the place and time and date specified in such Underwriting Agreement or at such other place and time and date as the Manager, the Designated Trust and the Company may agree upon in writing. Such time and date being herein called the "First Closing Date" and (ii) with respect to the Optional Designated Securities, if any, in the manner and at the time and date specified by the Manager in the written notice given by the Manager of the Underwriters' election to purchase such Optional Designated Securities, or at such other time and date as the Manager, the Designated Trust and the Company may agree upon in writing, such time and date, if not the First Closing Date, herein called the "Second Closing Date." Each such time and date for delivery is herein called a "Closing Date."

Purchase and Delivery. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters and each Underwriter agrees to purchase, severally and not jointly, from the Company, the respective principal amount of Securities set forth opposite such Underwriter’s name on Schedule I hereto at a purchase price of 101% of the principal amount at maturity thereof, plus accrued interest from July 31, 2003. The closing (the “Closing”) of the purchase and sale of the Securities shall be at the offices of Lxxxxx & Wxxxxxx, LLP, 500 Xxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Company will deliver, against payment of the purchase price, the Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters by wire transfer of immediately available funds to an account specified by the Company in Federal or other funds immediately available in New York City on September 22, 2003 at the closing time and place set forth in Schedule I hereto, 9:00 a.m. or at such other time on date not later than ten full business days thereafter as the same or Underwriters and the Company may agree in writing (the “Closing Date”), against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking by the Underwriters, at such other dateplace as the Underwriters and the Company agree, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in 1:00 p.m. New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day Business Day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for The Company hereby agrees to cause the Firm Offered Securities shall be made Trustee to sell to the Company in Federal or other funds immediately available in New York City at several Placement Agents, and the closing time Placement Agents, upon the basis of the representations and place warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Trustee the principal amount of Certificates set forth in Schedule I heretoII hereto opposite their names at a purchase price of 100% of the principal amount thereof. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. Payment for the Certificates (with attached Escrow Receipts) shall be made against delivery of the Certificates (with attached Escrow Receipts) at a closing (the "Closing") to be held at the office of Fulbright & Xxxxxxxx L.L.P., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on August 13, 1998, or at such other time on the same or such other date, not later than the fifth business day thereafterAugust 20, 1998, as may shall be designated in writing by you in writing(such date of Closing being the "Closing Date"). The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Offered Securities . Delivery of the Certificates (with attached Escrow Receipts) shall be made to your respective accounts at The Depository Trust Company against payment by the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving Placement Agents of the notice hereinafter referred topurchase price thereof to or upon the order of the Trustee by wire transfer. The Certificates (with attached Escrow Receipts) as shall be designated in a written notice from you to definitive or global form and registered in the Company, on behalf name of the Underwriters, to purchase a number, specified Cede & Co. or in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any eventnames, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall may request in writing at least one full business day in advance of the Closing Date in definitive or global form. The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection, checking and packaging by you in New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date. As compensation to the Placement Agents for their commitments and obligations hereunder in respect of the Certificates, including their undertakings to distribute the Certificates, the Company will pay to each Placement Agent an amount equal to that percentage of the aggregate principal amount of Certificates purchased by it as set forth in Schedule B. Such payment shall be made on the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection simultaneously with the transfer issuance and sale of the Firm Offered Securities or any Additional Offered Securities, as the case may be, Certificates (with attached Escrow Receipts) to the Underwriters duly paidPlacement Agents and shall be made by Federal funds check or other immediately available funds.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth and in Schedule III, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at the purchase price specified in Schedule I, the respective amounts of each Class of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as soon after this Agreement has been entered into as in your judgment is advisable as set forth in the Prospectus. (c) As compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to you for the Firm Offered Securities shall be made to accounts of the Company in Federal or other funds immediately available in New York City at Underwriters the closing time and place amount set forth in Schedule I III hereto, which amount shall be allocated among the Underwriters in the manner determined by you. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with the related Escrow Receipts attached) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment of the purchase price for the Certificates to be purchased by the Underwriters (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or at such other time place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the same fifth business day following the date hereof or such other date, not later than the fifth business day thereafter, time and place as may be designated agreed upon by the Company and you in writing. The (such date and time of delivery and date of such payment are hereinafter referred to as for the “Certificates (with attached Escrow Receipts) being herein called the "Closing Date.” Payment for any Additional Offered Securities "). Delivery of the Certificates (with attached Escrow Receipts) issued by the Trust shall be made to the your account at The Depository Trust Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to"DTC") as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment by the Underwriters of the Firm Offered Securities purchase price thereof by wire transfer of immediately available funds to the accounts and in the manner specified in the Escrow Agreement. The Certificates (with attached Escrow Receipts) shall be in the form of one or any Additional Capital Securitiesmore fully registered global certificates, and shall be deposited with the Trustee as the case may be, custodian for DTC and registered in such names the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in such denominations as you shall request in writing New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for The Company hereby agrees to cause the Firm Offered Securities shall be made --------------------- Trusts to sell to the Company in Federal or other funds immediately available in New York City at several Placement Agents, and the closing time Placement Agents, upon the basis of the representations and place warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Trusts the principal amount of Certificates set forth in Schedule I heretoII hereto opposite their names at a purchase price of 100% of the principal amount thereof. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. Payment for the Certificates (with attached Escrow Receipts) shall be made against delivery of the Certificates (with attached Escrow Receipts) at a closing (the "Closing") to be held at the office of Fulbright & Xxxxxxxx L.L.P., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on September 27, 2000, or at such other time on the same or such other date, not later than the fifth business day thereafterOctober 4, 2000, as may shall be designated in writing by you in writing(such date of Closing being the "Closing Date"). The time and date of such payment are hereinafter herein referred to as the “Closing Date.” Payment for any Additional Offered Securities . Delivery of the Certificates (with attached Escrow Receipts) shall be made to your respective accounts at The Depository Trust Company against payment by the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving Placement Agents of the notice hereinafter referred topurchase price thereof to the accounts and in the manner specified in the related Escrow Agreement by wire transfer. The Certificates (with attached Escrow Receipts) as shall be designated in a written notice from you to definitive or global form and registered in the Company, on behalf name of the Underwriters, to purchase a number, specified Cede & Co. or in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any eventnames, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall may request in writing at least one full business day in advance of the Closing Date in definitive or global form. The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection, checking and packaging by you in New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date. As compensation to the Placement Agents for their commitments and obligations hereunder in respect of the Certificates, including their undertakings to distribute the Certificates, the Company will pay to each Placement Agent an amount equal to that percentage of the aggregate principal amount of Certificates purchased by it as set forth in Schedule II. Such payment shall be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Placement Agents and shall be made by Federal funds check or other immediately available funds. It is understood that each Placement Agent has authorized you for its account, to accept delivery of, receipt for, and make payment of the Option purchase price for, the Certificates (with attached Escrow Receipts) that it has agreed to purchase. You, individually and not as a representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Placement Agent whose check or checks shall not have been received by the Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment for the Firm Offered Equity Securities shall be made by wire transfer payable in same-day funds to an account specified by the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I heretothe Underwriting Agreement, or upon delivery to the Manager for the respective accounts of the several Underwriters of the Firm Equity Securities to be purchased by them. If so specified in the Underwriting Agreement, the Underwriters shall have a one-time right to purchase, severally and not jointly, up to the number of Additional Equity Securities set forth in the Underwriting Agreement at the purchase price set forth in the Underwriting Agreement plus accrued dividends, if any. Additional Equity Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Equity Securities. If any Additional Equity Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Equity Securities (subject to such other time on adjustments to eliminate fractional shares as you may determine) that bears the same or such other date, not later than proportion to the fifth business day thereafter, as may total number of Additional Equity Securities to be designated by you in writing. The time and date of such payment are hereinafter referred to purchased as the “Closing Date.” number of Firm Equity Securities set forth opposite its name in the Underwriting Agreement bears to the total number of Firm Equity Securities. Payment for of the purchase price for, and delivery of, any Additional Offered Equity Securities to be purchased by the Underwriters shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination time (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) and place as shall be designated in a written notice from you the Manager to the CompanyCompany of the Manager's determination, on behalf of the Underwriters, to purchase a number, specified in said such notice, of Additional Offered Equity Securities, or on at such other date time, in any event not later than 30 days after the Closing Date, as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__the Underwriters. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” ". The notice of the determination to exercise the option to purchase Additional Offered Equity Securities and of the Option Closing Date may be given at any time within 30 days after the date of this the Underwriting Agreement. Payment for Certificates evidencing the Firm Offered Equity Securities or any and Additional Offered Equity Securities shall be made against delivery in definitive form and registered in such names in such denominations as the Manager shall request in writing not less than two full business days prior to you on the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Equity Securities and Additional Equity Securities shall be delivered to the Manager at the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Equity Securities or any and the Additional Offered Securities, as the case may be, Equity Securities to the Underwriters duly paid, against payment of the purchase price therefor.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) [the Issuer Trust shall issue additional Common Securities to the Company (the “Additional Common Securities”), (ii)] the Company and The Bank of New York Mellon, as Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities [and Additional Common Securities] and [(ii)]/[(iii)] the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters [and of such Additional Common Securities to the Company].

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth and in Schedule III, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at the purchase price specified in Schedule I, the respective amounts of each Class of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as soon after this Agreement has been entered into as in your judgment is advisable as set forth in the Prospectus. (c) As compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to you for the Firm Offered Securities shall be made to accounts of the Company in Federal or other funds immediately available in New York City at Underwriters the closing time and place amount set forth in Schedule I III hereto, which amount shall be allocated among the Underwriters in the manner determined by you. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with the related Escrow Receipts attached) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment of the purchase price for the Certificates to be purchased by the Underwriters (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or at such other time place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the same seventh business day following the date hereof or such other date, not later than the fifth business day thereafter, time and place as may be designated agreed upon by the Company and you in writing. The (such date and time of delivery and date of such payment are hereinafter referred to as for the “Certificates (with attached Escrow Receipts) being herein called the "Closing Date.” Payment for any Additional Offered Securities "). Delivery of the Certificates (with attached Escrow Receipts) issued by the Trust shall be made to the your account at The Depository Trust Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to"DTC") as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment by the Underwriters of the Firm Offered Securities purchase price thereof by wire transfer of immediately available funds to the accounts and in the manner specified in the Escrow Agreement. The Certificates (with attached Escrow Receipts) shall be in the form of one or any Additional Capital Securitiesmore fully registered global certificates, and shall be deposited with the Trustee as the case may be, custodian for DTC and registered in such names the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in such denominations as you shall request in writing New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. Payment (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth and in Schedule III, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at the purchase price specified in Schedule I, the respective amounts of the Offered Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Offered Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the related Escrow Agreement, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Offered Certificates as soon after this Agreement has been entered into as in your judgment is advisable as set forth in the Prospectus. (c) As compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Offered Certificates, including their respective undertakings to distribute the Offered Certificates, the Company will pay to you for the Firm Offered Securities shall be made to accounts of the Company in Federal or other funds immediately available in New York City at Underwriters the closing time and place amount set forth in Schedule I III hereto, which amount shall be allocated among the Underwriters in the manner determined by you. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Offered Certificates (with the related Escrow Receipts attached) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment of the purchase price for the Offered Certificates to be purchased by the Underwriters (with attached Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or at such other time place as shall be agreed upon by you and the Company) at 10:00 A.M., New York City time, on the same seventh business day following the date hereof or such other date, not later than the fifth business day thereafter, time and place as may be designated agreed upon by the Company and you in writing. The (such date and time of delivery and date of such payment are hereinafter referred to as for the “Offered Certificates (with attached Escrow Receipts) being herein called the "Closing Date.” Payment for any Additional "). Delivery of the Offered Securities Certificates (with attached Escrow Receipts) issued by the Class G Trust shall be made to the your account at The Depository Trust Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to"DTC") as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Underwriters against payment by the Underwriters of the Firm purchase price thereof by wire transfer of immediately available funds to the accounts and in the manner specified in the related Escrow Agreement. The Offered Securities Certificates (with attached Escrow Receipts) shall be in the form of one or any Additional Capital Securitiesmore fully registered global certificates, and shall be deposited with the Trustee as the case may be, custodian for DTC and registered in such names the name of Cede & Co. (e) The Company agrees to have the Offered Certificates (with attached Escrow Receipts) available for inspection and checking by you in such denominations as you shall request in writing New York, New York not later than one full 1:00 P.M. on the business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

Purchase and Delivery. (a) Upon the basis of the representations and warranties and other terms and conditions herein contained, the Company hereby 2 agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the aforesaid principal amount of Notes. The Purchaser agrees to purchase the principal amount of the Notes as set forth opposite the Purchaser's name on the signature page of this Agreement. (b) Payment for the Firm Offered Securities Notes shall be made by the Purchaser in United States Dollars by wire transfer or certified or official bank check or checks, payable to the order of the Company in Federal New York Clearing House or other funds immediately available next day funds, as instructed by the Company, in the aforesaid amount at 10:00 a.m., New York City at time, on the closing time and place set forth in Schedule I hereto, date hereof or at such other time on and date as the same or such other date, not later than Purchaser and the fifth business day thereafter, as Company may be designated by you agree upon in writing. The , such time and date being herein called the "Closing Date", against delivery of (i) the Notes to the Purchaser and (ii) such payment other documents and closing deliveries as are mutually agreed upon. (c) The principal amount of the Notes shall be repaid on the earlier to occur of (i) the expiration of the period of ninety (90) days from and after the Closing Date or (ii) the closing of an underwritten offering of the Company's Common Stock registered with the SEC and as described in the commitment letter between the Company and Laidxxx & Xo. attached hereto as Exhibit A (hereinafter the "Underwritten Offering"). The repayment date shall hereinafter be referred to as the “Closing "Maturity Date.” Payment ". The Company shall have the right upon five (5) days prior written notice to extend the Maturity Date of the Notes on two (2) occasions (respectively the "First Extension" and the "Second Extension") for any Additional Offered Securities periods not to exceed thirty (30) days. The Company shall not have the right to extend the Maturity Date of the Notes beyond the closing date of the Underwritten Offering. In the event that (a) the Company has not delivered either of the aforesaid extension notices and (b) the Company has not repaid the Notes as of the then applicable Maturity Date, the Company shall nevertheless be deemed to have elected to extend the Notes as if the Company actually had delivered the extension notice, and the First Extension Shares and/or the Second Extension Shares as applicable (as defined in the stock purchase agreement referred to in Section 1(d) hereof as Exhibit B) shall be made deemed to have been earned by the Company in Federal Purchaser. Interest on the Notes arising on or other funds immediately available in New York City at before the closing place referred to above on such date of your determination (which may be the same as 150th day after the Closing Date but shall be paid and satisfied in no full by the Investment/Interest Shares issued to the Purchaser in accordance with the stock purchase agreement referred to in Section 1(d) hereof as Exhibit B. In the event that any principal amount of the Notes remains unpaid or not converted into Escrowed Shares on or after 151st day after the Closing Date, the unpaid principal amount (until paid or converted into Escrowed Shares) shall accrue interest at the rate of 10.0% per annum based on a 360-day year, which interest (i) shall accrue for, and be earlier than payable in cash at the end of, the first six months commencing on such 151st day and (ii) shall thereafter accrue and be payable in cash on a monthly basis in arrears. (d) In the event that the principal amount of the Notes is not repaid on or before the expiration of the period of ninety (90) days from and after the Closing Date, the Company shall on the 91st day from and after the Closing Date, in accordance with the applicable terms of the stock purchase agreement in substantially the form of Exhibit B hereto, cause to be issued to the Purchaser and deposited with an escrow agent mutually satisfactory to the Purchaser and the Company, pursuant to an exemption from registration of the Common Stock under Regulation S under the Securities Act the number of shares of Common Stock of the Company equal to U.S. $3,500,000 divided by 70% of the lesser of (i) the Current Market Value of the Company's Common Stock on the date of issuance of such shares or (ii) the Current Market Value of the Company's Common Stock on the Closing Date, which quotient shall then be multiplied by the fraction whose numerator is the principal amount of the Purchaser's Notes on the Closing Date nor later than ten business days and whose denominator is $1,750,000 (the "Escrowed Shares") provided, however, that in the event that the Company exercises the First Extension and the Current Market Value of the Company's Common Stock is less on the 121st day after the giving Closing Date than the Current Market Value of the notice hereinafter referred to) as Company's Common Stock was on the 91st day after the Closing Date, then the number of Escrowed Shares determined in accordance with this sentence, issued to the Purchaser, and deposited with the aforementioned escrow agent shall be designated in a written notice from you to recalculated as of the 121st day as if the Current Market Value of the Company's Common Stock referred to in sub-clause (i) of this Section 1(d) were determined on such 121st day after the Closing Date; and further, on behalf provided, that in the event that the Company exercises the Second Extension and the Current Market Value of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or Company's Common Stock is less on such other date as shall be designated in writing by you. In any event, such payment date shall be not later the 151st day after the Closing Date than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice Current Market Value of the determination to exercise Company's Common Stock was on either the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days 91st day after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option 121st day after the Closing Date, then the number of Escrowed Shares determined in accordance with this sentence, issued to the Purchaser, and deposited with the aforementioned escrow agent shall be recalculated as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business 151st day prior to after the Closing Date or as if the Option Current Market Value of the Company's Common Stock referred to in sub-clause (i) of this Section 1(d) were determined on such 151st day after the Closing Date, as . It is the case may be, with any transfer taxes payable in connection with the transfer expressed understanding of the Firm Offered Securities Purchaser and the Company that the Escrowed Shares shall not be released from escrow until and unless an Event of Default (as defined in the Notes) has occurred under the Notes, or any Additional Offered Securitiesas otherwise provided herein or in the Escrow Agreement. (e) For purposes of this Agreement, as the case may be, to term "Current Market Value" shall mean the Underwriters duly paidaverage of the daily averages of the closing bid and closing asked prices of the Common Stock for the five (5) trading days immediately preceding the days on which the calculation is being made and given effect.

Purchase and Delivery. Payment Except as otherwise provided in this --------------------- Section 4, payment for the Firm Offered Underwriters' Securities shall be made by certified or official bank check or checks payable to the order of the Company in Federal or other funds immediately available in New York City Clearing House funds at the closing time and place set forth in Schedule I heretothe Underwriting Agreement, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made upon delivery to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, Manager for the respective accounts of the several Underwriters, Underwriters of the Firm Offered Securities or any Additional Capital Underwriters' Securities, as the case may be, registered in such names and in such denominations as you the Manager shall request in writing not later less than one two full business day days prior to the Closing Date or the Option Closing Date, as the case may bedate of delivery, with any transfer taxes payable in connection with the transfer of the Firm Offered Underwriters' Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid. Delivery on the Closing Date of any Underwriters' Securities that are Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Global Debt Security") evidencing the Debt Securities that are Debt Securities in bearer form to a common depositary for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euro-clear System ("Euro-clear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the respective accounts at Euro-clear or CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to the Manager not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in the Underwriting Agreement. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the Indenture; provided, however, that the Global -------- ------- Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus.

Purchase and Delivery. Payment for the Firm Offered Trust Preferred Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City on ________, 2006 at 10:00 a.m. at the closing time and place set forth in Schedule I heretooffices of King & Spalding LLP at 1185 Avenue of the Americas, New York, New York 10036, or at such other time on the same or such other dateothex xxxx xx xxx xxxx xx xxxx xxxxx xxxx, not later than xxx xxxxx xxxx the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date"CLOSING DATE.” " Payment for any Additional Offered Trust Preferred Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be (i) earlier than the Closing Date nor Date, (ii) later than ten business days after the giving of the notice hereinafter referred to or (iii) earlier than two business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Trust Preferred Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than ___________, 20__2006. The time and date of such payment are hereinafter referred to as the “Option Closing Date"OPTION CLOSING DATE.” " The notice of the determination to exercise the option to purchase Additional Offered Trust Preferred Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Trust Preferred Securities or any Additional Offered Trust Preferred Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Trust Preferred Securities or any Additional Capital Trust Preferred Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Trust Preferred Securities or any Additional Offered Trust Preferred Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Trust Preferred Securities to the Underwriters, (i) the Issuer Trust shall issue additional Common Securities to the Company (the "ADDITIONAL COMMON SECURITIES"), (ii) the Company and the Debt Securities Trustee, acting pursuant to the Junior Subordinated Debt Indenture, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Trust Preferred Securities and Additional Common Securities and (iii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Trust Preferred Securities to the Underwriters and of such Additional Common Securities to the Company.

Purchase and Delivery. Payment for the Firm Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “"Closing Date.” " Payment for any Additional Offered Capital Securities shall be made to the Company Issuer Trust in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Capital Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “"Option Closing Date.” " The notice of the determination to exercise the option to purchase Additional Offered Capital Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Capital Securities or any Additional Offered Capital Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Capital Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later less than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Capital Securities or any Additional Offered Capital Securities, as the case may be, to the Underwriters duly paid. It is understood that substantially contemporaneously with the closing of the sale of any Additional Capital Securities to the Underwriters, (i) the Issuer Trust shall issue additional Common Securities to the Company (the "Additional Common Securities"), (ii) the Company and The Bank of New York, as Trustee, acting pursuant to a Junior Subordinated Indenture dated as of October 1, 2004, shall provide for the issuance of Junior Subordinated Debentures having a principal amount equal to the aggregate liquidation amount of such Additional Capital Securities and Additional Common Securities and (iii) the Company shall sell such Junior Subordinated Debentures to the Issuer Trust and the Issuer Trust shall purchase such Junior Subordinated Debentures with proceeds of the sale of such Additional Capital Securities to the Underwriters and of such Additional Common Securities to the Company.