Common use of Sale and Delivery to Underwriter Closing Clause in Contracts

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the Underwriter, and the Underwriter agrees to purchase from the Trust, the Firm Securities, at a purchase price of $25.00 per Firm Security. Payment of the purchase price for, and delivery of, the Firm Securities shall be made at the offices of Arnoxx & Xortxx, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, xx at such other place as shall be agreed upon by you, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriteryou, and the Underwriter agrees you agree to purchase from the Trust, the Firm SecuritiesCompany, at a purchase price of $25.00 38.58 per Firm Securityshare, 6,767,000 shares of Common Stock. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an additional 1,015,050 shares of Common Stock at the price set forth in paragraph (a) above; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 10th day after the date hereof and may be exercised in whole or in part from time to time upon notice by you to the Company setting forth the number of Option Securities as to which you are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Initial Securities shall be made at the offices office of Arnoxx Xxxxxx & XortxxXxxxxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx, X.X.Xxxxx 0000, XxxxxxxxxxXxxxx Xxxx, X.X. Xxxxxxxxxx 00000, xx -0000 or at such other place as shall be agreed upon by you, the Trust you and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJanuary 19, 2007, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust you and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from in the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday event that any or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securitiesare purchased by you, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery ofof certificates for, the 11 - 11 - such Option Securities shall be made at each Option Closing Date the above-mentioned offices, or at such offices other place as is designated shall be agreed upon by you and the Underwriter. As compensation for Company, on each Date of Delivery as specified in the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay notice from you to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this AgreementCompany. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities Payment shall be made to the Trust Company by wire transfer of immediately available funds, funds to a bank account designated by the Company against delivery to you of certificates for the Underwriter of such Option SecuritiesSecurities to be purchased by you. The Option Certificates for the Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter you may request in writing at least two days one business day before Closing Time or the Option Closing Daterelevant Date of Delivery, as the case may be. The Global Notes representing certificates for the Option Securities shall will be made available for examination and packaging by the Underwriter you not later than 10:00 A.M. Eastern Standard Time a.m. on the last business day prior to Closing Time or the Option Closing Daterelevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriteryou, and the Underwriter agrees you agree to purchase from the Trust, the Firm SecuritiesCompany, at a purchase price of $25.00 44.50 per Firm Securityshare, 22,000,000 Initial Securities. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an additional 3,300,000 shares of Common Stock at the price set forth in paragraph (a) above; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by you to the Company setting forth the number of Option Securities as to which you are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxx Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. 00000, xx Xxx Xxxx 00000 or at such other place as shall be agreed upon by you, the Trust you and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementOctober 19, 2012, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust you and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from in the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday event that any or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securitiesare purchased by you, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery ofof certificates for, the 11 - 11 - such Option Securities shall be made at each Option Closing Date the above-mentioned offices, or at such offices other place as is designated shall be agreed upon by you and the Underwriter. As compensation for Company, on each Date of Delivery as specified in the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay notice from you to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this AgreementCompany. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities Payment shall be made to the Trust Company by wire transfer of immediately available funds, funds to a bank account designated by the Company against delivery to you of the Underwriter of such Option Securities to be purchased by you. Certificates for the Securities. The Option Securities , if any, shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter you may request in writing at least two days one business day before Closing Time or the Option Closing Daterelevant Date of Delivery, as the case may be. The Global Notes representing certificates for the Option Securities shall Securities, if any, will be made available for examination and packaging by the Underwriter you not later than 10:00 A.M. Eastern Standard Time a.m. on the last business day prior to Closing Time on the Option Closing Daterelevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to each of the UnderwriterUnderwriters, severally and not jointly, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the TrustCompany, at the prices set forth on Exhibit A hereto (which is a part hereof), the Firm aggregate principal amount of Securities set forth in Schedule I hereto opposite the name of such Underwriter. The initial public offering price and the purchase price to be paid by the Underwriters for the Securities, at and the interest rate on the Securities are set forth on Exhibit A hereto and a purchase price prospectus supplement will be filed in accordance with Rule 424(b) of $25.00 per Firm Security. the 1933 Act. (b) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx & XortxxFranchise Finance Corporation of America, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X.17207 North Perimeter Xxxxx, Xxxxxxxxxx, X.X. 00000Xxxxxxx, xx at such other place xx xxxx xxxxx xxace as shall be agreed upon by you, the Trust Underwriters and the Company, at 10:00 9:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 910) following the date after execution of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of Company in immediately available funds, funds against delivery to the Underwriter Underwriters for their respective accounts of certificates for the Firm Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two one business days day before the Closing DateTime. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Underwriters in The City of New York not later than 10:00 A.M. Eastern Standard Time 3:00 P.M. on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Offerors agree to sell to each Underwriter, and each Underwriter severally and not jointly agrees to purchase from the Offerors, at the price per security set forth in the Pricing Agreement, the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (1) If the Offerors have elected not to rely upon Rule 430A of the 1933 Act Regulations, the initial public offering prices per Security and the Companypurchase prices per Security to be paid by the several Underwriters for the Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and any necessary amendments to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Offerors have elected to rely upon Rule 430A of the 1933 Act Regulations, the purchase prices per Security to be paid by the several Underwriters shall be an amount equal to the respective initial public offering prices per Security, less an amount per such Security to be determined by agreement between the Underwriters and the Offerors. The initial public offering prices per Security shall be a fixed price for Income PRIDES, Growth PRIDES and Separate Preferred Securities, respectively, to be determined by agreement between the Underwriters and the Offerors. The initial public offering prices and the purchase prices, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Underwriters. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Offerors hereby grant options to the Underwriters, severally and not jointly, to purchase at their election (x) up to 3,600,000 Option Income PRIDES, (y) up to 300,000 Option Growth PRIDES and (z) up to 300,000 Option Preferred Securities, in each case at the respective prices per Security set forth in the Pricing Agreement. The options hereby granted will expire automatically at the close of business on the 30th calendar day after (i) the later of the date the Registration Statement and any Rule 462(b) Registration Statement becomes effective, if the Offerors have elected not to rely upon Rule 430A under the 1933 Act Regulations, or (ii) the Representation Date, if the Offerors have elected to rely upon Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Offerors setting forth the aggregate number of additional Option Securities to be purchased and the time and date of delivery for the related Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Underwriters but shall not be later than seven full business days after the exercise of such options, nor in any event before the Closing Time, unless otherwise agreed upon by the Underwriters and the Offerors. If the options are exercised as to all or any portion of the Option Income PRIDES, the Option Growth PRIDES or the Option Preferred Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage of the total number of such Option Securities as such Underwriter is purchasing of the Income PRIDES, the Growth PRIDES or the Separate Preferred Securities, as the case may be, agree that as set forth in Schedule A hereto (subject in each case to such adjustments as the Trust Underwriters in their discretion shall make to eliminate any fractional Option Securities). (c) The Income PRIDES Preferred Securities and the Treasury Securities will sell be pledged with the Collateral Agent to secure the obligations of holders of the Income PRIDES and Growth PRIDES, as applicable, to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the UnderwriterCollateral Agent of the Income PRIDES Preferred Securities at the Closing Time and appropriate Date of Delivery, if any, in accordance with the Pledge Agreement. (d) Delivery of certificates for the Initial Securities and the Option Securities (if any of the options provided for in Section 2(b) hereof shall have been exercised on or before the first business day prior to the Closing Time) shall be made at the offices of the Underwriters in New York, against the delivery to the Collateral Agent of the Income PRIDES Preferred Securities and the Treasury Securities by such Underwriters or on their behalf, and the Underwriter agrees to purchase from the Trust, the Firm Securities, at a purchase price of $25.00 per Firm Security. Payment payment of the purchase price for, and delivery of, the Firm for such Securities shall be made at the offices of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxxxx000 Xxxxx Xxx, X.X., Xxxxxxxxxx, X.X. 00000, xx Xxx Xxxx 00000 or at such other place as shall be agreed upon by you, the Trust Underwriters and the CompanyOfferors, at 10:00 A.M. Eastern Standard Time, 9:00 a.m. (New York time) on the third business day (unless postponed in accordance with the provisions of Section 9) following after the date the Registration Statement becomes effective (or, if the Offerors have elected to rely upon Rule 430A, the third full business day after execution of this Agreementthe Pricing Agreement (or, if pricing of the Securities occurs after 4:30 p.m., Eastern time, on the fourth full business day thereafter)), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriters and the Company Offerors (such time and date of payment and delivery being referred to herein called as the "Closing DateTime"). As compensation Payment for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities Underwriters shall be made to the Trust by wire transfer of immediately available funds, payable to the Company, against delivery to the Underwriter respective accounts of the Firm Underwriters of the Securities to be purchased by it. The Firm Delivery of, and payment for, the Securities shall be issued made through the facilities of the Depository Trust Company. In addition, if the Underwriters purchase any or all of the Option Securities, payment of the purchase price and delivery of certificates for such Option Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP set forth above, or at such other place as shall be agreed upon by the Underwriters and the Offerors, on each Date of Delivery as specified in the form of one or more fully registered global notes (relevant notice from the "Global Notes") in book-entry form Underwriters to the Offerors. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two full business days before the Closing DateTime or any Date of Delivery, as the case may be. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time, or the Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Initial Securities shall and the Option Securities, if any, will be made available for examination by the Underwriter not Underwriters no later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime or the Date of Delivery, upon written notice from as the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus case may be. (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of e) If settlement for the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from occurs after the Closing Date Time, the Offerors will deliver to the Option Closing Underwriters on the relevant Date (as defined herein). No Option Securities shall be sold or delivered unless of Delivery, and the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering obligations of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election Underwriters to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by conditioned upon the Underwriter not later than 10:00 A.M. Eastern Standard receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered at the Closing Time on the last business day prior pursuant to the Option Closing DateSection 5(j) hereof.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Trust, at the Firm Securitiesprice per Capital Security set forth in the Pricing Agreement, at a 300,000 Capital Securities (except as otherwise provided in the Pricing Agreement). The purchase price per Capital Security shall be consistent with the prior understanding between the Underwriter and the Guarantor and shall be set forth in the Pricing Agreement which shall be executed by the Underwriter and the Offerors as soon as practicable, but in any event within two business days, after the Effective Time. In the event that the Registration Statement is not declared effective by 5:30 P.M., New York time, on December 20, 1996, this Agreement shall terminate forthwith, without liability of $25.00 per Firm Security. any party to any other party, unless otherwise agreed to by the Offerors and the Underwriter. (b) Payment of the purchase price for, and delivery ofof certificates for, the Firm Capital Securities shall be made at the offices office of Arnoxx Fried, Frank, Harris, Xxxxxxx & XortxxXxxxxxxx, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Underwriter and the CompanyTrust, at 10:00 9:00 A.M. Eastern Standard Time, New York time on the third or fourth business day (as permitted under Rule 15c6-1 of the 1934 Act Regulations) (unless postponed in accordance with the provisions of Section 910) following the date Effective Time (or, if the Trust has elected to rely upon Rule 430A of this the 1933 Act Regulations, the fourth business day after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Trust, the Guarantor and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer same day funds payable to the order of immediately available fundsthe Trust to an account designated by the Trust, against delivery to the Underwriter of certificates for the Firm Capital Securities to be purchased by it. The Firm Certificates for the Capital Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing DateTime. The Global Notes representing certificate(s) for the Firm Capital Securities shall will be made available for examination and packaging by the Underwriter in The City of New York not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing DateTime. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from At the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2Time, the Company hereby agrees will pay, or cause to pay be paid, the commission payable at such time to the Underwriter an amount equal to $___ per Option Security times that is set forth in the total number of Option Securities purchased by Pricing Agreement and consistent with the prior understanding between the Underwriter on and the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect Guarantor by certified or official bank check or checks payable to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available Salomon Brothers Inc in New York Clearing House funds or other similar next day funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Trust, the Firm SecuritiesCompany, at a the price per share set forth below, 613,811 Underwritten Shares. The purchase price of per share for the Underwritten Shares to be paid by the Underwriter shall be $25.00 per Firm Security. 23.2175. (b) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities Underwritten Shares to be purchased by the Underwriter shall be made at the offices of Arnoxx & XortxxChapman and Cutler, 10 - 10 - 555 Xxxxxxx Xxxxxx111 West Xxxxxx Streex, X.X.Xxxcaxx, Xxxxxxxxxx, X.X. Xxxxxxxx 00000, xx at such other place as shall xx xxxx xxxxx xxxxx xx xhall be agreed upon by you, the Trust Underwriter and the Company, Company at 10:00 9:00 A.M. Eastern Standard Time, on the fourth business day (or the third business day (if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 910) following the date of this Agreement, Agreement or at such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company (such time and date of payment and delivery being each referred to herein called as the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by intra-bank transfer or wire transfer of immediately available fundsNew York Clearing House funds or similar next day funds to such accounts as may be designated by the Company at least two business days prior to the Closing Time; or in such other manner as shall be agreed upon by the Underwriter and the Company, payable to the order of the Company against delivery to the Underwriter for the account of the Firm Securities Underwriter of certificates for the applicable Underwritten Shares to be purchased by itthem. The Firm Securities Certificates for the Underwritten Shares shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing DateTime. The Global Notes representing certificates for the Firm Securities shall Underwritten Shares will be made available for examination and packaging by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany the number of Underwritten Shares set forth opposite the name of the Underwriter in Schedule A hereto. The Underwriter hereby advises the Company that it intends to offer for sale to the public, initially on the terms set forth in the General Disclosure Package, the Firm Securities, at a Underwritten Shares as soon after this Agreement has been executed and the Underwriter has determined is advisable and practicable. The purchase price per share to be paid by the Underwriter to the Company for the Underwritten Shares will be $9.75 per share (the “Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of $25.00 the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Shares at the Purchase Price less an amount per Firm Securityshare equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day after the date of such notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Payment of for the purchase price for, and delivery of, the Firm Securities Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter in the case of the Underwritten Shares, at the offices of Arnoxx & XortxxXxxxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxxxxcounsel for the Underwriters, X.X.at 0000 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxxxxXxx Xxxx, X.X. Xxx Xxxx 00000, xx at 10:00 A.M., New York City time, on April 28, 2017, in accordance with Rule 15c6-1 under the 1934 Act, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed upon by you, the Trust Underwriter and the CompanyCompany may agree upon in writing or, at 10:00 A.M. Eastern Standard Timein the case of the Option Shares, on the third business day (unless postponed in accordance with date and at the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon and place specified by the Underwriter, Underwriter in the Trust and written notice of the Company (Underwriters’ election to purchase such Option Shares. The time and date of such payment and delivery being for the Underwritten Shares is referred to herein called as the "“Closing Date"). As compensation ”, and the time and date for such payment for the commitments of Option Shares, if other than the Underwriter contained in this Section 2Closing Date, is herein referred to as the Company hereby agrees “Additional Closing Date”. Payment for the Shares to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities be purchased by the Underwriter on the Closing Date or the Additional Closing Date, as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities case may be, shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by itthe Company. The Firm Securities Delivery of the Shares shall be issued in made through the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee facilities of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), unless the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securitiesotherwise instruct. The Option Securities shall be issued Underwriter proposes to offer the Shares for sale upon the terms and conditions set forth in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateProspectus.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriteryou, and the Underwriter agrees you agree to purchase from the Trust, the Firm SecuritiesCompany, at a purchase price of $25.00 33.67 per Firm Securityshare, 9,000,000 shares of Common Stock. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an additional 1,350,000 shares of Common Stock at the price set forth in paragraph (a) above; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 10th day after the date hereof and may be exercised in whole or in part from time to time upon notice by you to the Company setting forth the number of Option Securities as to which you are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Initial Securities shall be made at the offices office of Arnoxx Xxxxxxxx & XortxxXxxxxxxx LLP, 10 - 10 - 555 0000 Xxxxxxx XxxxxxXxxx Xxxx, X.X.Xxxxx 0000, XxxxxxxxxxXxx Xxxxxxx, X.X. Xxxxxxxxxx 00000, xx -0000 or at such other place as shall be agreed upon by you, the Trust you and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementOctober 5, 2007, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust you and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from in the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday event that any or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securitiesare purchased by you, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery ofof certificates for, the 11 - 11 - such Option Securities shall be made at each Option Closing Date the above-mentioned offices, or at such offices other place as is designated shall be agreed upon by you and the Underwriter. As compensation for Company, on each Date of Delivery as specified in the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay notice from you to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this AgreementCompany. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities Payment shall be made to the Trust Company by wire transfer of immediately available funds, funds to a bank account designated by the Company against delivery to you of certificates for the Underwriter of such Option SecuritiesSecurities to be purchased by you. The Option Certificates for the Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter you may request in writing at least two days one business day before Closing Time or the Option Closing Daterelevant Date of Delivery, as the case may be. The Global Notes representing certificates for the Option Securities shall will be made available for examination and packaging by the Underwriter you not later than 10:00 A.M. Eastern Standard Time a.m. on the last business day prior to Closing Time on the Option Closing Daterelevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany, at the Firm price set forth on Exhibit A hereto (which is a part hereof), $150,000,000 aggregate principal amount of 5-year Notes and $50,000,000 aggregate principal amount of 10-year Notes. The initial public offering price and the purchase price to be paid by the Underwriter for the Securities, at and the interest rate on the Securities are set forth on Exhibit A hereto and a purchase price prospectus supplement will be filed in accordance with Rule 424(b) of $25.00 per Firm Security. the 1933 Act. (b) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx & XortxxFranchise Finance Corporation of America, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X.17207 North Perimeter Xxxxx, Xxxxxxxxxx, X.X. 00000Xxxxxxx, xx at such other place xx xxxx xxxxx xxace as shall be agreed upon by you, the Trust Underwriter and the Company, at 10:00 9:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 910) following the date after execution of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of Company in immediately available funds, funds against delivery to the Underwriter for the account of the Firm Underwriter of certificates for the Securities to be purchased by itthe Underwriter. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two one business days day before the Closing DateTime. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter in The City of New York not later than 10:00 A.M. Eastern Standard Time 3:00 P.M. on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to each of the UnderwriterUnderwriters, severally and not jointly, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the TrustCompany, at the prices set forth on Schedule II hereto (which is a part hereof), the Firm number of Initial Securities set forth in Schedule I hereto opposite the name of such Underwriter. The initial public offering price and the purchase price to be paid by the Underwriters for the Securities are set forth on Schedule II hereto and a prospectus supplement will be filed in accordance with Rule 424(b) of the 1933 Act. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 900,000 shares of Common Stock at the price per share set forth in Schedule II, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, at a each of the Underwriters, acting severally and not jointly, will purchase price that proportion of $25.00 per Firm Security. the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchase of fractional shares. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Initial Securities shall be made at the offices office of Arnoxx & XortxxFranchise Finance Corporation of America, 10 - 10 - 555 Xxxxxxx Xxxxxx17207 North Perimeter Drive, X.X.Scottsdale, XxxxxxxxxxArizona, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 9:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 910) following the date after execution of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for In addition, in the commitments event that any or all of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Option Securities are purchased by the Underwriter on Underwriters, payment of the Closing Date as commissions for the sale purchase price for, and delivery of certificates for, such Firm Option Securities under this Agreement. Such payment will shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the Closing Date with respect notice from the Representatives to the Firm SecuritiesCompany. Payment for the Firm Securities shall be made to the Trust by wire transfer of Company in immediately available funds, funds against delivery to the Underwriter Representatives for the respective accounts of the Firm Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two one business days day before the Closing DateTime or the relevant Date of Delivery, as the case may be. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Underwriters in The City of New York not later than 10:00 A.M. Eastern Standard Time 3:00 P.M. on the last business day prior to the Closing Date. In additionTime or the relevant Date of Delivery, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities case may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Datebe.

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Trust, the Firm Securitiesaggregate liquidation amount of Preferred Securities set forth opposite its name on Schedule I hereto, at a purchase price of $25.00 ___ per Firm Preferred Security. Payment of the purchase price for, and delivery of, the Firm Preferred Securities shall be made at the offices of Arnoxx Arnold & XortxxPorter, 10 - 10 - 555 Xxxxxxx XxxxxxTwelfth Street, X.X., XxxxxxxxxxWxxxxxxton, X.X. 00000, xx at such other place as shall be xx xxxx xxxxx xxxxx xx xxxxx xx agreed upon by youthe Underwriters, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third fourth business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the UnderwriterUnderwriters, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter Underwriters contained in this Section 2, and in view of the fact that the proceeds of the sale of the Preferred Securities will be used by the Trust to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay to the Underwriter Underwriters on the Closing Date an amount equal to $___ per Firm Preferred Security times the total number of Firm Preferred Securities purchased by the Underwriter Underwriters on the Closing Date as commissions for the sale of such Firm Preferred Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Preferred Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery of the Preferred Securities to the Underwriter of the Firm Securities to be purchased by itUnderwriters. The Firm Preferred Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Preferred Securities shall be made available for examination by the Underwriter Underwriters not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will agrees to sell to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Trust, at the Firm price per Security set forth in the Pricing Agreement, the Initial Securities. (i) If the Trust has elected not to rely upon Rule 430A under the 1933 Act Regulations, the public offering price and the purchase price per share to be paid by the Underwriter for the Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (ii) If the Trust has elected to rely upon Rule 430A under the 1933 Act Regulations, the public offering price and the purchase price per share to be paid by the Underwriter for the Securities shall be determined by agreement between the Underwriter and the Offerors and, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Underwriter, except that Sections 6 and 7 shall remain in effect. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Offerors hereby grants an option to the Underwriter to purchase up to an additional _______ Securities at the price per Security set forth in the Pricing Agreement. The option hereby granted will expire 30 days after (i) the date the Registration Statement becomes effective, if the Offerors has elected not to rely on Rule 430A under the 1933 Act Regulations, or (ii) the Underwriter Date, if the Offerors has elected to rely on Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriter to the Offerors setting forth the number of Option Securities as to which the several Underwriter are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Underwriter, but shall not be ----------------- later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or prior to the date two business days after receipt by the Offerors of notice of the exercise, as hereinafter defined, unless otherwise agreed by the Underwriter and the Offerors. If the option is exercised as to all or any portion of the Option Securities, at a each of the Underwriter, acting severally and not jointly, will purchase price that proportion of $25.00 per Firm Security. the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities (except as otherwise provided in the Pricing Agreement), subject in each case to such adjustments as the Underwriter in their discretion shall make to eliminate any sales or purchases of fractional shares. (c) Payment of the purchase price for, and delivery ofof a certificate for, the Firm Initial Securities shall be made at the offices office of Arnoxx Xxxxxxx, Phleger & XortxxXxxxxxxx LLP, 10 - 10 - 555 Xxxxxxx XxxxxxNewport Beach, X.X.California, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Underwriter and the CompanyOfferors, at 10:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 910) on the fourth business day following the date the Registration Statement becomes effective (or, if the Offerors have elected to rely upon Rule 430A of this the 1933 Act Regulations, the fourth business day after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company Offerors (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for In addition, in the commitments event that any or all ------------ of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Option Securities are purchased by the Underwriter on Underwriter, payment of the Closing Date as commissions for the sale purchase price for, and delivery of certificate for, such Firm Option Securities under this Agreement. Such payment will shall be made at the above- mentioned offices of Xxxxxxx, Phleger & Xxxxxxxx LLP, Newport Beach, California, or at such other place as shall be agreed upon by the Underwriter and the Offerors, on each Date of Delivery as specified in the Closing Date with respect notice from the Underwriter to the Firm SecuritiesOfferors. Payment for the Firm Securities shall be made to the Trust Offerors by wire transfer or by certified or official bank check or checks drawn in same day funds payable to the order of immediately available fundsthe Trust, against delivery to the Underwriter of a global certificate for the Firm Securities. A Certificate for the Initial Securities to be purchased by it. The Firm Securities and the Option Securities, if any, shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing DateTime or the relevant Date of Delivery, as the case may be. The Global Notes representing Notwithstanding the Firm Securities shall be made available for examination by foregoing, if the Underwriter not later than 10:00 A.M. Eastern Standard Time on elects that the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date delivery of the Prospectus (or, if such 30th day shall be a Saturday, Sunday all or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at be effected through the same purchase price as "Full Fast" system of the Firm Depository Trust Corporation, such that all or a portion of the Securities will be denominated in book-entry form and there will be no certificate therefor, then in lieu of the global certificate for the Securities, plus accrued distributionsthe Offerors shall deliver to their transfer agent at least 24 hours prior to Closing Time, if any, from the Closing Date instructions in form and substance satisfactory to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall instructing such transfer agent to register such shares through the Full Fast system at Closing Time. (d) In view of the fact that the proceeds of the sale of the Securities will be issued not later than five (5) full business days after written notice to invested by the Trust of in the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2Junior Subordinated Debentures, the Company hereby agrees to pay to the Underwriter an amount equal to as compensation (the "Underwriter's Compensation") for arranging for the investment therein of such proceeds, $____ per Option Security times the total number of Option Securities purchased by the Underwriter on at the Option Closing Time and each Date as commissions for of Delivery, if any ($______ in the sale aggregate assuming no exercise of the Underwriter's over-allotment option or $______ in the aggregate assuming exercise of such Option Securities under this Agreementover-allotment option in full). Such payment will Underwriter's Compensation shall be made on the Option Closing Date with respect payable to the Option Securities. Each payment for Option Securities shall be made to the Trust Underwriter by wire transfer of immediately available fundsfunds at the Closing Time and at each Date of Delivery (if any) or, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination if agreed by the Underwriter not later than 10:00 A.M. Eastern Standard Time on and the last business day prior Company, by deduction from the amount payable by the Underwriter to the Option Closing DateTrust in respect of the Securities being purchased on such date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 99.00% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representative and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section June 9) following the date of this Agreement, 2021, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representative and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representative for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representative may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last one full business day prior before Closing Time. It is understood that each Underwriter has authorized the Representative, for its account, to the Closing Date. In additionaccept delivery of, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M.receipt for, Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each make payment of the purchase price for, the Securities which it has agreed to purchase. BofA Securities, individually and delivery ofnot as representative of the Underwriters, may (but shall not be obligated to) make payment of the 11 - 11 - Option purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the Cede & Co., as nominee of the Depository or Depositary Trust Company, and in such names denominations as the Underwriter may request in writing Representative shall have requested at least two days before one full business day prior to the Option Closing Date. The Global Notes representing the Option Securities Time and shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time inspection on the last business day prior to preceding the Option Closing DateTime.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 98.75% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementOctober 29, 2013, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last one full business day prior before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to the Closing Date. In additionaccept delivery of, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M.receipt for, Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each make payment of the purchase price for, the Securities which it has agreed to purchase. Credit Suisse, Xxxxxxx Xxxxx, Citigroup and delivery ofDeutsche Bank, individually and not as representatives of the 11 - 11 - Option Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the Cede & Co., as nominee of the Depository or Depositary Trust Company, and in such names denominations as the Underwriter may request in writing Representatives shall have requested at least two days before one full business day prior to the Option Closing Date. The Global Notes representing the Option Securities Date and shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time inspection on the last business day prior to preceding the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 99.533% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx10000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJune 2, 2005, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. UBS, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the UnderwriterUnderwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase from the Trust, the Firm Securitiesaggregate liquidation amount of Preferred Securities set forth opposite its name on SCHEDULE I hereto, at a purchase price of $25.00 25 per Firm Preferred Security. Payment of the purchase price for, and delivery of, the Firm Preferred Securities shall be made at the offices of Arnoxx Manatt, Xxxxxx & XortxxXxxxxxxx, 10 - 10 - 555 LLP, 00000 Xxxx Xxxxxxx XxxxxxBoulevard, X.X.Los Angeles, XxxxxxxxxxCalifornia, X.X. 00000, xx or at such other place as shall be agreed upon by youthe Underwriters, the Trust and the Company, at 10:00 A.M. Eastern Standard Time , on the third (or if the Preferred Securities are priced, as contemplated by Rule 15c-6(1)(c) under the Exchange Act, after 4:30 P.M. Eastern Time, on the third fourth) business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the UnderwriterUnderwriters, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter Underwriters contained in this Section 2, and in view of the fact that the proceeds of the sale of the Preferred Securities will be used by the Trust to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay to the Underwriter Underwriters on the Closing Date an amount equal to $___ per Firm Preferred Security times the total number of Firm Preferred Securities purchased by the Underwriter Underwriters on the Closing Date as commissions for the sale of such Firm Preferred Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Preferred Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery of the Preferred Securities to the Underwriter of the Firm Securities to be purchased by itUnderwriters. The Firm Preferred Securities shall be issued in the form of one or more fully registered global notes certificates (the "Global NotesCertificates") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two business days before the Closing Date. The Global Notes Certificates representing the Firm Preferred Securities shall be made available for examination by the Underwriter Underwriters not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date Delivery of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Preferred Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an by credit through "Option Closing Date,full fast transfer" which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of accounts at the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is Depository designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateUnderwriters.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will agrees to sell to the each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the Firm Securities, at a purchase price per security of $25.00 1,000, the number of Capital Securities set forth opposite such Underwriter's name in Schedule A hereto. The compensation to be paid by the Company to the Underwriters in respect of its commitments hereunder shall be an amount in same day funds of $10 per Firm Capital Security. Payment -13- C3 266967.3 99980 00600 3/28/97 6:07 pm (b) Delivery of certificates for the purchase price for, and delivery of, the Firm Securities shall be made at the offices of Arnoxx & XortxxDLJ in New York, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, xx at such other place as and payment of the purchase price for the Securities shall be made at the offices of LeBoeuf, Lamb, Greene & MacRae, L.L.P., 125 West 50xx Xxreex, Xxw York, Nex Xxxx 00000 xx xx xxxx xxxxx xxxxx xx xxxxx xx agreed upon by you, the Trust Underwriters and the CompanyOfferors, at 10:00 A.M. Eastern Standard Time, a.m. (New York time) on the third business day (unless postponed in accordance with the provisions of Section 9) following after the date the Registration Statement becomes effective (or, if the Offerors have elected to rely upon Rule 430A, the third full business day after execution of this AgreementAgreement (or, if pricing of the Securities occurs after 4:30 p.m. Eastern time, on the fourth full business day thereafter)), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriters and the Company Offerors (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation Payment for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Capital Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities Underwriters shall be made to the Trust by wire transfer of immediately available funds, payable to the order of the Trust, against delivery to the Underwriter respective accounts of the Firm Underwriters of certificates for the Capital Securities to be purchased by itthem. The Firm Certificates for the Capital Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two full business days before the Closing DateTime. The Global Notes representing certificates for the Firm Capital Securities shall will be made available for examination and packaging by the Underwriter not Underwriters no later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 98.875% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementMarch 25, 2014, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last one full business day prior before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to the Closing Date. In additionaccept delivery of, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M.receipt for, Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, Credit Suisse, Xxxxxxx Xxxxx, and delivery ofDeutsche Bank, individually and not as representatives of the 11 - 11 - Option Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the Cede & Co., as nominee of the Depository or Depositary Trust Company, and in such names denominations as the Underwriter may request in writing Representatives shall have requested at least two days before one full business day prior to the Option Closing Date. The Global Notes representing the Option Securities Time and shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time inspection on the last business day prior to preceding the Option Closing DateTime.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 99.000% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representative and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJune 22, 2022, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representative and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representative for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representative may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last one full business day prior before Closing Time. It is understood that each Underwriter has authorized the Representative, for its account, to the Closing Date. In additionaccept delivery of, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M.receipt for, Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, individually and delivery ofnot as representative of the Underwriters, may (but shall not be obligated to) make payment of the 11 - 11 - Option purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the Cede & Co., as nominee of the Depository or Depositary Trust Company, and in such names denominations as the Underwriter may request in writing Representative shall have requested at least two days before one full business day prior to the Option Closing Date. The Global Notes representing the Option Securities Time and shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time inspection on the last business day prior to preceding the Option Closing DateTime.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriteryou, and the Underwriter agrees you agree to purchase from the Trust, the Firm SecuritiesCompany, at a purchase price of $25.00 39.93 per Firm Securityshare, 9,000,000 shares of Initial Securities. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an additional 1,350,000 shares of Common Stock at the price set forth in paragraph (a) above; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by you to the Company setting forth the number of Option Securities as to which you are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxx Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. 00000, xx Xxx Xxxx 00000 or at such other place as shall be agreed upon by you, the Trust you and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementMarch 27, 2012, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust you and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from in the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday event that any or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securitiesare purchased by you, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery ofof certificates for, the 11 - 11 - such Option Securities shall be made at each Option Closing Date the above-mentioned offices, or at such offices other place as is designated shall be agreed upon by you and the Underwriter. As compensation for Company, on each Date of Delivery as specified in the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay notice from you to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this AgreementCompany. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities Payment shall be made to the Trust Company by wire transfer of immediately available funds, funds to a bank account designated by the Company against delivery to you of certificates for the Underwriter of such Option SecuritiesSecurities to be purchased by you. The Option Certificates for the Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter you may request in writing at least two days one business day before Closing Time or the Option Closing Daterelevant Date of Delivery, as the case may be. The Global Notes representing certificates for the Option Securities shall will be made available for examination and packaging by the Underwriter you not later than 10:00 A.M. Eastern Standard Time a.m. on the last business day prior to Closing Time on the Option Closing Daterelevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 96.898% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementFebruary 7, 2012, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, Credit Suisse, Xxxxxxx Xxxxx and Deutsche Bank, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 96.639% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJuly 30, 2009, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany, the Firm Securitiesaggregate principal amount of Securities set forth opposite the name of the Underwriter on Schedule I hereto, at a purchase price of $25.00 per Firm Security. Payment equal to 99.115% of the purchase price for, and delivery of, aggregate principal amount thereof. Delivery of the Firm Securities shall be made at the offices of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxx Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, xx or such other place as may be agreed to by the Underwriter and the Company, and payment of the purchase price for the Securities shall be made by the Underwriter to the Company by wire transfer of immediately available funds contemporaneous with closing at such other place as shall be agreed upon by you, the Trust Underwriter and the Company, at no later than 10:00 A.M. Eastern Standard Timea.m., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementMarch 16, 2017 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation Payment for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank designated by the Company, against delivery to the Underwriter for the respective accounts of the Firm Underwriter of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by itthe Underwriter. The Firm Securities represented by the Global Note shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before prior to the Closing DateTime. The Global Notes representing the Firm Securities Note shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time 4:55 p.m. New York City time, on the last business day prior to the Closing DateTime. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter)performing its duties under this Agreement, the Underwriter shall have be entitled to rely upon any notice, signature or writing that the right Underwriter shall in good faith believe to purchase all be genuine and to be signed or presented by a proper party or parties. The Underwriter may rely upon any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold opinions or certificates or other documents delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice Company or its counsel or designees to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Datethem.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 100.614% of the principal amount thereof plus $651,041.67 (such dollar amount being the amount of accrued interest on the Securities from June 2, 2004 to but excluding the Closing Time), the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx10990 Wilshire Boulevard, X.X.Los Angeles, XxxxxxxxxxCalifornia, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust plxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxs and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJune 27, 2005, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriteryou, and the Underwriter agrees you agree to purchase from the Trust, the Firm SecuritiesCompany, at a purchase price of $25.00 41.88 per Firm Securityshare, 7,800,000 Initial Securities. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an additional 1,170,000 shares of Common Stock at the price set forth in paragraph (a) above; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by you to the Company setting forth the number of Option Securities as to which you are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx Xxxx Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. 00000, xx Xxx Xxxx 00000 or at such other place as shall be agreed upon by you, the Trust you and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJune 22, 2012, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust you and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from in the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday event that any or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securitiesare purchased by you, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery ofof certificates for, the 11 - 11 - such Option Securities shall be made at each Option Closing Date the above-mentioned offices, or at such offices other place as is designated shall be agreed upon by you and the Underwriter. As compensation for Company, on each Date of Delivery as specified in the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay notice from you to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this AgreementCompany. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities Payment shall be made to the Trust Company by wire transfer of immediately available funds, funds to a bank account designated by the Company against delivery to you of certificates for the Underwriter of such Option SecuritiesSecurities to be purchased by you. The Option Certificates for the Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter you may request in writing at least two days one business day before Closing Time or the Option Closing Daterelevant Date of Delivery, as the case may be. The Global Notes representing certificates for the Option Securities shall will be made available for examination and packaging by the Underwriter you not later than 10:00 A.M. Eastern Standard Time a.m. on the last business day prior to Closing Time on the Option Closing Daterelevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 99.486% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx10000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time7:00 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementApril 3, 2006, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. BAS, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany, the Firm Securities, 1,800,000 shares of Preferred Stock at a purchase price of equal to $25.00 per Firm Security. share of Preferred Stock and (ii) the Company agrees to pay the Underwriter as compensation hereunder, a commission equal to $0.50 per share of Preferred Stock. (b) Payment of the purchase price for, for and delivery of, of certificates for the Firm Securities Preferred Stock shall be made at the offices of Arnoxx & XortxxTroutman Sanders LLP, 10 - 10 - 555 Xxxxxxx Xxxxxx600 Peachtree Street, N.E., Suite 5200, Atlantx, Xxxxxix 00000 at 10:00 X.X., Xxxxxxxxxx, X.X. 00000Xxx Xxxx xxxx, xx at such other Xxxx 00, 0000 xx xxxx xxxxx xxxx, place as shall be agreed upon by you, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available funds, in federal funds at the Closing Date against delivery of certificates for the shares of Preferred Stock to the Underwriter Underwriter. The delivery of the Firm Securities to be purchased by it. The Firm Securities Preferred Stock shall be issued made in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and form, registered in the name of CEDE & CO., to the nominee offices of The Depository Trust Company (the "Depository") in New York, New York or in such names as its designee, and the Underwriter may request in writing at least two business days before shall accept such delivery. (s) for the Closing Date. The Global Notes representing the Firm Securities shall shares of Preferred Stock will be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time 12:00 Noon, New York time, on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be On the Closing Date, shall be determined the Company will pay the commission payable to the Underwriter pursuant to paragraph (a) of this Section 2 by wire transfer in federal funds against receipt therefor by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) (i) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the purchase price set forth in Schedule E hereto the aggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and (ii) subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Firm Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in Schedule E hereto at the same purchase price set forth in Schedule E hereto for the Underwritten Securities. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the aggregate number of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The aggregate number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, at a purchase price of $25.00 per Firm Security. subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. (b) Payment of the purchase price for, for the Underwritten Securities and delivery of, the Firm Option Securities (if the option provided for in Section 2(a)(ii) hereof shall have been exercised on or before the second business day immediately preceding the Closing Time) shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementMarch 25, 2014, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (each such time and date of payment and delivery of the Securities being herein called the "a “Closing Time” or “Closing Date"” ). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities and the Option Securities which it has agreed to purchase. Citigroup and Credit Suisse, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing Book-Entry Positions for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to Closing Time in New York, New York. If the option provided for in Section 2(a)(ii) hereof is exercised after the second business day immediately preceding the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of Company will deliver the Option Securities (at the same expense of the Company) to the Representatives, at the offices of the Company, 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, or at such other place and date as shall be agreed upon by the Representatives and the Company (which shall be within three business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price as thereof to or upon the Firm Securities, plus accrued distributions, if any, from order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date Time, the Company will deliver to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless Representatives on the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment settlement date for the Option Securities, being herein referred to as an "Option Closing Date," which may be and the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust obligation of the Underwriter's election Underwriters to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the Underwriter not later than 10:00 A.M. Eastern Standard Time opinions, certificates and letters delivered on the last business day prior Closing Time pursuant to the Option Closing DateSection 5 hereof.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to each of the UnderwriterUnderwriters, severally and not jointly, and each of the Underwriter Underwriters, severally and not jointly, agrees to purchase from the TrustCompany, at the prices set forth on Exhibit A hereto (which is a part hereof), the Firm aggregate principal amount of Securities set forth in Schedule I hereto opposite the name of such Underwriter. The initial public offering price and the purchase price to be paid by the Underwriters for the Securities, at and the interest rate on the Securities are set forth on Exhibit A hereto and a purchase price prospectus supplement will be filed in accordance with Rule 424(b) of $25.00 per Firm Security. the 1933 Act. (b) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx & XortxxFranchise Finance Corporation of America, 10 - 10 - 555 Xxxxxxx Xxxxxx, X.X.17207 North Perimeter Xxxxx, Xxxxxxxxxx, X.X. 00000Xxxxxxx, xx at such other place xx xxxx xxxxx xlace as shall be agreed upon by you, the Trust Underwriters and the Company, at 10:00 9:00 A.M. Eastern Standard TimeScottsdale, Arizona time on the third business day (unless postponed in accordance with the provisions of Section 910) following the date after execution of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of Company in immediately available funds, funds against delivery to the Underwriter Underwriters for their respective accounts of certificates for the Firm Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two one business days day before the Closing DateTime. The Global Notes representing certificates for the Firm Securities shall will be made available for examination by the Underwriter Underwriters in the City of New York not later than 10:00 A.M. Eastern Standard Time 3:00 P.M. on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the purchase price to the Underwriter set forth in Schedule II, the principal amount of Securities set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 of this Agreement. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company hereby grants an option to the Underwriters to purchase up to an additional 2,250,000 of its Upper DECS at the price per Security set forth in Schedule II. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the Underwriter is then exercising the option and the Companytime and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the case may beoption is exercised as to all or any portion of the Option Securities, agree that the Trust will sell to the Underwriter, and the Underwriter agrees to will purchase from that proportion of the Trust, total number of Option Securities then being purchased which the Firm Securities, at a purchase price number of $25.00 per Firm Security. Initial Securities set forth in Schedule I opposite its name. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices of Arnoxx Shearman & XortxxSterling, 10 - 10 - 555 Xxxxxxx 000 Xxxxxxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. Xxx Xxxx 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time, (New York time) on the third business day after the date of this Agreement (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, payable to the Company, against delivery to the accounts of the Underwriter of the Firm Securities to be purchased by it. The Firm It is understood that the Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Xxxxxxx Xxxxx Xxxxxx, individually, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by an Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two full business days before the Closing DateTime. The Global Notes representing the Firm certificates for Securities shall will be made available in New York City for examination by the Underwriter not no later than 10:00 A.M. Eastern Standard Time a.m. (New York time) on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing Date.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 99.0% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementFebruary 17, 2015, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last one full business day prior before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to the Closing Date. In additionaccept delivery of, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M.receipt for, Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each make payment of the purchase price for, the Securities which it has agreed to purchase. Credit Suisse, Xxxxxxx Xxxxx, Citigroup and delivery ofDeutsche Bank, individually and not as representatives of the 11 - 11 - Option Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the Cede & Co., as nominee of the Depository or Depositary Trust Company, and in such names denominations as the Underwriter may request in writing Representatives shall have requested at least two days before one full business day prior to the Option Closing Date. The Global Notes representing the Option Securities Time and shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time inspection on the last business day prior to preceding the Option Closing DateTime.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, Offerors agree that the Trust will to sell to the Underwriter, and the Underwriter agrees to purchase from the TrustOfferors, at the price per security set forth in the Pricing Agreement, 14,000,000 Initial Securities. (1) If the Offerors have elected not to rely upon Rule 430A of the 1933 Act Regulations, the Firm Securitiesinitial public offering price per Security and the purchase price per Security to be paid by the Underwriter for the Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and any necessary amendments to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Offerors have elected to rely upon Rule 430A of the 1933 Act Regulations, the purchase price per Security to be paid by the Underwriter shall be an amount equal to the initial public offering price per Security, less an amount per Security to be determined by agreement between the Underwriter and the Offerors. The initial public offering price per Security shall be a fixed price to be determined by agreement between the Underwriter and the Offerors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Underwriter. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and condi- tions herein set forth, the Offerors hereby grant to the Under writer the right to purchase at its election up to 1,890,000 Income PRIDES, 210,000 Growth PRIDES and 210,000 Capital Securi- ties at the price per share set forth in the Pricing Agreement; provided, that, pursuant to such options, the Underwriter shall purchase, proportionately, at least as many Capital Securities as Growth PRIDES and shall purchase proportionately, at least as many Growth PRIDES as Income PRIDES. The option hereby granted will expire automatically at the close of business on the 30th calendar day after (i) the later of the date the Registration Statement and any Rule 462(b) Registration Statement becomes effective, if the Offerors have elected not to rely upon Rule 430A under the 1933 Act Regulations, or (ii) the Representa- tion Date, if the Offerors have elected to rely upon Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over- allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Under writer to the Offerors setting forth the aggregate number of additional Optional Securities to be purchased and the time and date of delivery for the related Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be deter mined by the Underwriter but shall not be later than seven full business days after the exercise of such option, nor in any event before the Closing Time, unless otherwise agreed upon by the Underwriter and the Offerors. (c) The Capital Securities and Treasury Securities underly- ing the Securities will be pledged with the Collateral Agent to secure the holders' obligations to purchase price Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent of $25.00 per Firm Security. Payment the Capital Securities and Treasury Securities to be pledged at the Closing Time and appro- priate Date of Delivery, if any, in accordance with the Pledge Agreement. (d) Delivery of certificates for the Initial Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the first business day prior to the Closing Time) shall be made at the offices of the Underwriter in New York, against the delivery to the Collat- eral Agent of the Capital Securities and Treasury Securities relating to such Securities by such Underwriter or on its behalf, and payment of the purchase price for, and delivery of, the Firm for such Securities shall be made at the offices of Arnoxx Skadden, Arps, Slate, Xxxxxxx & XortxxXxxx LLP, 10 - 10 - 555 Xxxxxxx 000 Xxxxx Xxxxxx, X.X.Xxx Xxxx, Xxxxxxxxxx, X.X. 00000, xx Xxx Xxxx 00000 or at such other place as shall be agreed upon by you, the Trust Underwriter and the CompanyOfferors, at 10:00 A.M. Eastern Standard Time, 9:00 a.m. (New York time) on the third business day (unless postponed in accordance with the provisions of Section 9) following after the date the Registration Statement becomes effective (or, if the Offerors have elected to rely upon Rule 430A, the third full business day after execution of this Agreementthe Pricing Agreement (or, if pricing of the Securities occurs after 4:30 p.m., Eastern time, on the fourth full business day thereafter)), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company Offerors (such time and date of payment and delivery being referred to herein called as the "Closing DateTime"). As compensation Payment for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available avail- able funds, payable to the Company, against delivery to the account of the Underwriter of the Firm Securities to be purchased by it. The Firm Delivery of, and payment for, the Securities shall be issued made through the facilities of The Depository Trust Company. In addition, if the Underwriter purchase any or all of the Option Securities, payment of the purchase price and delivery of certif- icates for such Option Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP set forth above, or at such other place as shall be agreed upon by the Underwriter and the Offerors, on each Date of Delivery as specified in the form of one or more fully registered global notes (relevant notice from the "Global Notes") in book-entry form Underwriter to the Offerors. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two full business days before the Closing DateTime or any Date of Delivery, as the case may be. The Global Notes representing certificates for the Firm Initial Securities shall and the Option Securities, if any, will be made available for examination by the Underwriter not no later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime or the Date of Delivery, upon written notice from as the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus case may be. (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of e) If settlement for the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from occurs after the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery ofTime, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees Offerors will deliver to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing relevant Date as commissions for of Delivery, and the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name obligations of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing Under writer to purchase the Option Securities shall be made available for examination by conditioned upon the Underwriter not later than 10:00 A.M. Eastern Standard receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered at the Closing Time on the last business day prior pursuant to the Option Closing DateSection 5(k) hereof.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 98.625% of the principal amount thereof, the Firm Securitiesaggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, at a plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery of, for the Firm Securities shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJuly 31, 2012, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (such time and date of payment and delivery of the Securities being herein called the "“Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of certificates for the Securities to be purchased by itthem. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, Credit Suisse and Deutsche Bank, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to issue and the Company, as the case may be, agree that the Trust will sell to the Underwriter, and the Underwriter agrees to purchase from the TrustCompany, the Firm Securities, 1,000,000 shares of Common Stock at a purchase price of $25.00 20.67 per Firm Securityshare. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to 150,000 shares of Common Stock at a purchase price of $20.67 per share. The option hereby granted will expire 30 days after the date of this Agreement, and may be exercised in whole or in part (not more than once) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriter to the Company setting forth the number of Option Securities the Underwriter is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of payment (a "Date of Delivery") shall be determined by the Underwriter, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Underwriter and the Company. (c) Payment of the purchase price for, and delivery ofof certificates for, the Firm Initial Securities shall be made at the offices of Arnoxx & XortxxMcDonald Investments Inc., 10 - 10 - 555 Xxxxxxx XxxxxxMcDonald Investment Center, X.X.Cleveland, Xxxxxxxxxx, X.X. 00000, xx Ohio or at such other place as shall placx xx xxxll be agreed upon by you, the Trust Underwriter and the Company, at 10:00 A.M. Eastern Standard Time, on the third fourth business day (unless postponed in accordance with the provisions of Section 9) following after the date of this Agreement, or such other time not later than ten 10 business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriter and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for In addition, in the commitments event that any or all of the Underwriter contained in this Section 2, the Company hereby agrees Option Securities are to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities be purchased by the Underwriter, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices of McDonald Investments Inc., or at such other place as shall be agreed upon by the Underwriter and the Company on the Closing Date of Delivery as commissions for specified in the sale of such Firm Securities under this Agreement. Such payment will be made on notice from the Closing Date with respect Underwriter to the Firm SecuritiesCompany. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to accounts designated by the Company, against delivery of the Securities to the Underwriter of the Firm Securities to be purchased by itUnderwriter. The Firm certificates representing Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing DateTime. The Global Notes representing the Firm Securities shall will be made available for examination and packaging by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date Time at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names place as the Underwriter may request designate in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateCleveland, Ohio.

Sale and Delivery to Underwriter Closing. (a) (i) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at the purchase price set forth in Schedule E hereto the aggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and (ii) subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Firm Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the principal amount of Option Securities set forth in Schedule E hereto at the same purchase price set forth in Schedule E hereto for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the aggregate principal amount of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The aggregate principal amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total aggregate principal amount of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, at a purchase price subject to such adjustments as you in your absolute discretion shall make to ensure that the Option Securities are not issued in minimum denominations of less than $25.00 per Firm Security. 1,000 or whole multiples thereof. (b) Payment of the purchase price for, for the Underwritten Securities and delivery of, the Firm Option Securities (if the option provided for in Section 2(a)(ii) hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) shall be made at the offices of Arnoxx & Xortxxthe Company, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Representatives and the Company, at 10:00 A.M. Eastern Standard Time6:30 a.m., California time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this AgreementJanuary 29, 2013, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Representatives and the Company (each such time and date of payment and delivery of the Securities being herein called the "a “Closing Date"Time”). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available fundsfunds to a bank account designated by the Company, against delivery to the Underwriter Representatives for the respective accounts of the Firm several Underwriters of book-entry positions through the facilities of the Depositary Trust Company (“Book-Entry Positions”) for the Securities to be purchased by itthem. The Firm Book-Entry Positions for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Representatives may request in writing at least two one full business days day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities and the Option Securities which it has agreed to purchase. Citigroup and Credit Suisse, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. The Global Notes representing Book-Entry Positions for the Firm Securities shall will be made available for examination and packaging by the Underwriter Representatives not later than 10:00 A.M. Eastern Standard Time a.m. (New York City time) on the last business day prior to Closing Time in New York, New York. If the option provided for in Section 2(a)(ii) hereof is exercised after the second business day immediately preceding the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of Company will deliver the Option Securities (at the same expense of the Company) to the Representatives, at the offices of the Company, 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, or at such other place and date as shall be agreed upon by the Representatives and the Company (which shall be within three business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price as thereof to or upon the Firm Securities, plus accrued distributions, if any, from order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date Date, the Company will deliver to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless Representatives on the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment settlement date for the Option Securities, being herein referred to as an "Option Closing Date," which may be and the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust obligation of the Underwriter's election Underwriters to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the Underwriter not later than 10:00 A.M. Eastern Standard Time opinions, certificates and letters delivered on the last business day prior Closing Date pursuant to the Option Closing DateSection 5 hereof.

Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will Company agrees to sell to the each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, at 98.547% of the principal amount thereof, the Firm Securitiesprincipal amount of Securities set forth in Schedule A hereto opposite the name of such Underwriter, at a plus any additional principal amount of Securities which such Underwriter may become obligated to purchase price pursuant to the provisions of $25.00 per Firm Security. Section 10 hereof. (b) Payment of the purchase price for, and delivery ofof certificates for, the Firm Securities shall be made at the offices office of Arnoxx Xxxxx & XortxxWood, 10 - 10 - 555 Xxxxxxx Xxxxxx00000 Xxxxxxxx Xxxxxxxxx, X.X.Xxx Xxxxxxx, Xxxxxxxxxx, X.X. 00000, xx or at such other place as shall be agreed upon by you, the Trust Underwriters and the Company, at 10:00 A.M. Eastern Standard Time8:00 A.M., Los Angeles time, on the third business day February 16, 1995 (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement10 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust Company by wire transfer of immediately available funds, funds against delivery to the Underwriter Underwriters of certificates for the Firm Securities to be purchased by it. The Firm Certificates for the Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter Underwriters may request in writing at least two one business days day before the Closing DateTime. The Global Notes representing certificates for the Firm Securities shall will be made available for examination and packaging by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In additionTime in New York, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the right to purchase all or any portion of the Option Securities at the same purchase price as the Firm Securities, plus accrued distributions, if any, from the Closing Date to the Option Closing Date (as defined herein). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. Option Securities may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. Each time for the delivery of and payment for the Option Securities, being herein referred to as an "Option Closing Date," which may be the Closing Date, shall be determined by the Underwriter, but shall be issued not later than five (5) full business days after written notice to the Trust of the Underwriter's election to purchase Option Securities is given. Each payment of the purchase price for, and delivery of, the 11 - 11 - Option Securities shall be made at each Option Closing Date at such offices as is designated by the Underwriter. As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Option Security times the total number of Option Securities purchased by the Underwriter on the Option Closing Date as commissions for the sale of such Option Securities under this Agreement. Such payment will be made on the Option Closing Date with respect to the Option Securities. Each payment for Option Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of such Option Securities. The Option Securities shall be issued in the form of one or more fully registered Global Notes in book-entry form in such denominations and registered in the name of the nominee of the Depository or in such names as the Underwriter may request in writing at least two days before the Option Closing Date. The Global Notes representing the Option Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Option Closing DateNew York.