Common use of Conditions to Underwriters’ Obligations Clause in Contracts

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are subject Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (a) Subsequent The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the execution Representatives’ reasonable satisfaction; (b) Debevoise & Xxxxxxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written opinion, dated such Closing Date, with respect to the valid existence and good standing of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Xxxxxxx Xxxxxxxxx, Chief Counsel – General Corporate of MetLife Group, Inc., shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the form attached hereto as Annex II; (d) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, shall have furnished to the Underwriters their written opinions, each dated the Closing Date, substantially in the form attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus; (e) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (i) On the date hereof, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (ii) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Agreement and Section 6(f), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date Date; (i) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (ii) since the respective dates as of which information is given in the Disclosure Package, there shall not have occurred (i) been any downgrading, nor shall change in the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act surplus of any intended Significant Subsidiary or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (i) or (ii), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bh) The Underwriter After the Applicable Time (i) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Ltd., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cii) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (i) or (ii), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (di) At or after the Applicable Time, there shall not have occurred any of the following: (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (iii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iv) a suspension or material limitation in clearing and/or settlement in securities generally; (v) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (vi) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (vi) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (j) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gk) At the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Chief Accounting Officer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters to purchase any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters their written opinion and letter, each dated such Closing Date, with respect to the valid existence and good standing of the Company and with respect to the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx X. Xxxx, Senior Vice President and Secretary of MetLife Group, Inc., shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Xxxxx XX; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinion and letter, each dated the Closing Date, substantially in the forms attached hereto as Annex III-A with respect to certain corporate and tax matters, and Xxxxx XXX-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus, respectively; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (iiB) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”); (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism, epidemic or pandemic) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are Underwriters to purchase the Firm Shares at the First Time of Delivery, and, with respect to the Optional Shares, any Second Time of Delivery, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the execution of this Agreement and as of such Time of Delivery, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) The Final Prospectus as amended or supplemented in relation to the Shares and the Preferred Shares shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction. (b) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company, shall have furnished to you their written opinion, dated the applicable Time of Delivery for the Shares, in form and substance reasonably satisfactory to you, to the effect set forth in Schedule V hereto. (c) Xxxxx X. Xxxx, Executive Vice President, General Counsel and Secretary of the Company, shall have furnished to you her written opinion, dated the applicable Time of Delivery for the Shares, in form and substance reasonably satisfactory to you, to the effect set forth in Schedule VI hereto. (d) The Representatives shall have received from Xxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the applicable Time of Delivery and addressed to the Representatives, with respect to the issuance and sale of the Shares, the Time of Sale Prospectus or the Final Prospectus as amended and supplemented and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for this purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Secretary, General Counsel, Treasurer, or Controller of the Company, dated the applicable Time of Delivery, to the effect that the signatory of such certificate has carefully examined the Registration Statement, the Time of Sale Prospectus, the Final Prospectus and amendments and supplements thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the applicable Time of Delivery with the same effect as if made on the applicable Time of Delivery and the Company has complied with all agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the applicable Time of Delivery; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the Time of Sale Prospectus or the Final Prospectus there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or Final Prospectus, and there has been no document required to be filed under the Exchange Act and the rules and regulations thereunder which, upon filing, would be deemed to be incorporated by reference in the Time of Sale Prospectus or the Final Prospectus which has not been so filed. (f) On the date hereof, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date hereof, to the effect set forth in Schedule VII hereto. As of the applicable Time of Delivery, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated as of the applicable Time of Delivery, reaffirming, as of such date, all of the statements set forth in Schedule VII hereto and otherwise in form and substance satisfactory to the Representatives. (g) Subsequent to the execution and delivery effective date of this Agreement and prior to the Closing Date Agreement, there shall not have occurred (i) been any downgradingdecrease in the rating of any of the Company’s securities by any of Xxxxx’x Investors Service or Standard & Poor’s Rating Services, nor shall the Company have received a Standard & Poor’s Financial Services LLC business, or any public notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act given of any intended or potential downgrading decrease in any such rating or of any review for a possible change in any such rating that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter The Certificate of Designations shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi)been duly filed with the Secretary of State of the State of Delaware. (i) The delivery Representatives shall have received from the Depositary a copy of the certificate evidencing the deposit of the Preferred Shares delivered at the applicable Time of Delivery. (j) Prior to or at the applicable Time of Delivery, the Company shall have furnished or shall furnish to the Underwriter on the Closing Date Representatives such additional certificates of such documents as the Underwriter may reasonably request with respect to the good standing officers of the Company and as to such other matters related as the Representatives may reasonably request. If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the delivery Representatives and counsel for the Underwriters, this Agreement and all obligations of the SharesUnderwriters hereunder may be cancelled at, or at any time prior to, the applicable Time of Delivery by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 7 shall be delivered at the office of Xxxxx Xxxxx LLP, counsel to the Underwriters, at 00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, at the applicable Time of Delivery.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are subject Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (a) Subsequent The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the execution Representatives’ reasonable satisfaction; (b) Debevoise & Xxxxxxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Xxxxxxx Xxxxxxxxx, Chief Counsel-Public Company and Corporate Law, of the Company, shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the form attached hereto as Annex II; (d) Xxxxx & XxXxxxx LLP, counsel for the Company, shall have furnished to the Underwriters their written opinions, each dated the Closing Date, in form and substance substantially in the form attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus; (e) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request, including, but not limited to, a certificate of the Chief Accounting Officer of the Company, dated as of the Closing Date, substantially in the form of Annex IV hereto; (f) The Company will furnish the Representatives a certificate of the Chief Accounting Officer of the Company, dated as of the Closing Date, relating to the unaudited capsule pro forma financial information set forth in the Disclosure Package, together with the related disclosure set forth in the Disclosure Package and the Final Prospectus under the caption “Summary — Unaudited Pro Forma Capsule Financial Information,” substantially in the form of Annex V hereto; (g) (i) On the date hereof, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex VI hereto, and (ii) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Agreement and Section 6(g), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (i) On the date hereof, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Acquired Company and the Acquired Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex VII hereto, and (ii) on the Closing Date for the applicable Securities, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (i) of this Section 6(h), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (i) Neither the Company nor any Significant Subsidiary shall have sustained (i) since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package and (ii) since the respective dates as of which information is given in the Disclosure Package, there shall not have occurred (i) been any downgrading, nor shall change in the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act surplus of any intended Significant Subsidiary or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities capital stock of the Company or any of its subsidiaries or increase in the rating outlook for long-term debt of the Company; Company and its respective subsidiaries considered as a whole, or (ii) any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earnings, business stockholders’ equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (i) or (ii), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bj) After the Applicable Time (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or any Significant Subsidiary or the financial strength or claims paying ability of the Company or any Significant Subsidiary by A.M. Best & Co., Fitch Ratings, Ltd., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the financial strength or the claims paying ability of the Company or any Significant Subsidiary, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (k) At or after the Applicable Time, there shall not have occurred any of the following: (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (iii) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange; (iv) a suspension or material limitation in clearing and/or settlement in securities generally; (v) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (vi) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (vi) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (l) The Underwriter Company shall have complied with any request by the Representatives with respect to the furnishing of copies of the Final Prospectus in compliance with the provisions of Section 4(e) hereof; and (m) At the Closing Date, the Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer certificate of the Company, to dated as of the effect set forth in Section 5(a) and Closing Date, to the effect that (i) the representations and warranties of the Company contained in this Agreement that are not qualified by materiality Section 1 hereof are true and correct in all material respects, respects with the same force and that the representations effect as though expressly made at and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that (ii) the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder under this Agreement at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters to purchase any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters their written opinion and letter, each dated such Closing Date, with respect to the valid existence and good standing of the Company and with respect to the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx Xxxxxxxxxxx, Vice President and Associate General Counsel of MetLife Group, Inc., shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Xxxxx XX; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinion and letter, each dated the Closing Date, substantially in the forms attached hereto as Annex III-A with respect to certain corporate and tax matters, and Xxxxx XXX-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus, respectively; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (iiB) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”); (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism, epidemic or pandemic) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are subject several Underwriters hereunder shall be subject, in the discretion of the Underwriters, to the condition that all representations and warranties and other statements of the Company contained herein are, at and as of the Applicable Time and the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed at and as of the Time of Delivery, as the case may be, and the following additional conditions: (a) Subsequent The Prospectus shall have been filed with the SEC pursuant to Rule 424(b) under the 1933 Act within the applicable time period prescribed for such filing by the rules and regulations under the 1933 Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act related to the execution offering of the Securities, shall have been filed with the SEC within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and delivery no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Securities shall have been initiated or threatened by the SEC and no notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the SEC; and all requests for additional information on the part of the SEC shall have been complied with to the reasonable satisfaction of the Representatives. (b) At the Time of Delivery, Underwriters’ Counsel shall have furnished to the Representatives an opinion, dated such date, with respect to such matters as the Representatives may reasonably request, and Underwriters’ Counsel shall have received such documents and information as it may reasonably request to enable it to pass upon such matters. In rendering such opinion, Underwriters’ Counsel may (i) state that such opinion is limited to matters covered by the federal laws of the United States of America and the laws of the State of New York and (ii) rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. (c) At the Time of Delivery, Xxxxx X. Xxxxxxxxx, Esq., Senior Corporate Counsel of Ameren Services Company, an affiliate which provides legal and other professional services to the Company, shall have furnished to the Representatives an opinion, dated such date, in the form attached as Exhibit A hereto, (x) with such changes therein as may be agreed upon by the Company and the Representatives with the approval of Underwriters’ Counsel and (y) if the Pricing Disclosure Package shall be supplemented after being furnished to the Underwriters for use in offering the Securities, with changes therein to reflect such supplementation. (d) At the Time of Delivery, Xxxxxx, Xxxxx & Bockius LLP, counsel to the Company, shall have furnished to the Representatives an opinion, dated such date, in the form attached as Exhibit B hereto, (x) with such changes therein as may be agreed upon by the Company and the Representatives with the approval of Underwriters’ Counsel and (y) if the Pricing Disclosure Package shall be supplemented after being furnished to the Underwriters for use in offering the Securities, with changes therein to reflect such supplementation. (e) On the date of this Agreement and prior at the Time of Delivery, the Accountants shall have furnished to the Closing Date Representatives letters, dated as of such dates, respectively, in form and substance satisfactory to the Representatives, with respect to the consolidated financial statements of the Company and its subsidiaries incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus. (i) Neither the Company nor any of its subsidiaries shall have sustained, since the date of the most recent audited consolidated financial statements incorporated by reference in the Pricing Prospectus, any loss or interference with their business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, other than as disclosed or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus, there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) been any change, or any development involving a prospective change, in or affecting the conditiongeneral affairs, management, financial position, shareholders’ equity or otherwise, or in the earnings, business or consolidated results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth other than as disclosed or contemplated in the Time Pricing Prospectus, the effect of Sale Prospectus thatwhich, in any such case described in clause (i) or (ii), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes itas to make it impracticable or inadvisable to proceed with the public offering, in the judgment sale or delivery of the Underwriter, impracticable to market the Shares Securities on the terms and in the manner contemplated in the Time of Sale Pricing Disclosure Package and the Prospectus. (bg) On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any Rating Agency, and (ii) no such Rating Agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities, unless such surveillance or review has been publicly announced prior to the Applicable Time. (h) On or after the Applicable Time, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally by the SEC, the New York Stock Exchange or The Underwriter NASDAQ Stock Market or any setting of minimum or maximum prices for trading thereon; (ii) a suspension or material limitation in trading in the Company’s securities by the SEC, the New York Stock Exchange or The NASDAQ Stock Market; (iii) a general moratorium on commercial banking activities declared by Federal, New York state or Missouri state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (iv) any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any event specified in clause (iv) or (v), in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and the Prospectus. (i) On or prior to the Time of Delivery, the Representatives shall have received on satisfactory evidence that the Closing Date a certificate, dated Securities have received at least the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect ratings set forth in the Pricing Disclosure Package and that such ratings are in effect at the Time of Delivery. (j) The Company shall have complied with the provisions of Section 5(a5(f) and hereof with respect to the effect that furnishing of the Prospectus and each Issuer Free Writing Prospectus. (k) At the Time of Delivery, the Company shall have furnished or caused to be furnished to the Representatives a certificate or certificates, dated such date, of officers of the Company (one of which shall be the chief accounting or financial officer) satisfactory to the Representatives in which such officers shall state that: the representations and warranties of the Company contained in this Agreement and that are qualified by materiality are true and correct in all respects and the representations and warranties of the Company in this Agreement not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, at and as of the Closing Date and Time of Delivery, that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateTime of Delivery and that, subsequent to the respective dates as of which information is given in the Pricing Prospectus, there has been no material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or consolidated results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as described in the Pricing Prospectus. (hl) On At the Time of Delivery, Underwriters’ Counsel shall have been furnished with all such documents, certificates and opinions as Underwriters’ Counsel may reasonably request and that are customary for transactions of a similar nature, in order to evidence the accuracy and completeness of any of the representations, warranties, certificates or other written statements of the Company provided to the Representatives pursuant to this Agreement, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained. All proceedings taken by the Company at or prior to the Closing DateTime of Delivery in connection with the authorization, issuance and sale of the Securities as contemplated by this Agreement, including, without limitation, the Underwriter execution of this Agreement, shall have received a properly completed be reasonably satisfactory in form and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery substance to the Underwriter on Representatives and Underwriters’ Counsel. In case any of the Closing Date of such documents as conditions specified above in this Section 8 shall not have been fulfilled, this Agreement may be terminated by the Underwriter may reasonably request with respect Representatives upon mailing or otherwise delivering written notice thereof to the good standing Company. Any such termination shall be without liability of the Company and other matters related either party to the delivery of the Sharesother party except as otherwise provided in Section 7 hereof and except for any liability under Section 9 hereof.

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters to purchase any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters their written opinion and letter, each dated such Closing Date, with respect to the valid existence and good standing of the Company and with respect to the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx X. Xxxxx, Senior Vice President and Chief Counsel – General Corporate of MetLife Group, Inc., shall have furnished to the Underwriters her written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Annex II; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinion and letter, each dated the Closing Date, substantially in the forms attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus, respectively; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (iiB) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”); (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism, epidemic or pandemic) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (and the several obligations of the Underwriters at the additional time of purchase are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (unless previously waived) and at the additional time of purchase, as the case may be), the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) Subsequent The Company shall furnish to you at the time of purchase and the additional time of purchase, as the case may be, an opinion of Xxxxxxxx & Worcester LLP, counsel for the Company, addressed to the Underwriters, and dated the time of purchase and the additional time of purchase, as the case may be, with reproduced copies for each of the other Underwriters and in form satisfactory to Xxxxx & XxXxxxx LLP, counsel for the Underwriters. In rendering their opinion as aforesaid, Xxxxxxxx & Worcester LLP may limit such opinion to matters of federal, Massachusetts and New York law and, as to matters governed by Maryland law, may rely upon the opinion, dated as of the time of purchase and the additional time of purchase, as the case may be, of Xxxxxxx LLP delivered pursuant to Section 6(b) of this Agreement, provided that such reliance is expressly authorized by such opinion and a copy of such opinion is delivered to the Underwriters and is, in form and substance, satisfactory to the Underwriters and counsel for the Underwriters. In addition, in rendering such opinion, such counsel may state that their opinion as to the laws of the State of Delaware is limited to the Limited Liability Company Act of the State of Delaware and that their opinion with respect to the qualification of the Company and its Subsidiaries to do business in jurisdictions other than their respective jurisdiction of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions. (b) The Company shall furnish to you at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxxxxx LLP, special Maryland counsel of the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with reproduced copies for each of the other Underwriters and in form satisfactory to Xxxxx & XxXxxxx LLP, counsel for the Underwriters. (c) You shall have received at the time of purchase and at the additional time of purchase, as the case may be, the opinion of Xxxxx & XxXxxxx LLP, counsel for the Underwriters, dated the time of purchase or the additional time of purchase, as the case may be, with respect to the issuance and sale of the Shares by the Company, the Registration Statement, the Prospectus and other related matters as the Underwriters may require. In addition, Xxxxx & XxXxxxx LLP may rely on the opinion of Xxxxxxx LLP as to all matters of Maryland law. (d) You shall have received from Ernst & Young LLP letters addressed to the Underwriters (with reproduced copies for each of the Underwriters) in the forms approved by Jefferies, and dated (i) the date of this Agreement, which letter shall cover, without limitation, the information in the Registration Statement, the Prepricing Prospectus and the various financial disclosures, if any, contained in the Permitted Free Writing Prospectuses, if any, and (ii) the time of purchase and the additional time of purchase, as the case may be, which letter shall cover, without limitation, the information in the Registration Statement and the Prospectus, and the various financial disclosures, if any, contained in the Permitted Free Writing Prospectuses, if any. (e) No amendment or supplement to the Registration Statement or Prospectus, including documents deemed to be incorporated by reference therein, shall have been made to which you have objected in writing. (f) The Registration Statement shall have become effective, and the Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M. New York City time on the second full business day after the date of this Agreement or such earlier time as may be required under the Act, and any registration statement pursuant to Rule 462(b) under the Act required in connection with the offering and sale of the Shares shall have been filed and become effective no later than 10:00 P.M. New York City time, on the date of this Agreement. (g) Prior to the time of purchase and the additional time of purchase, as the case may be, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) none of the Prepricing Prospectuses or the Prospectus, and no amendment or supplements thereto, shall contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) no Disclosure Package, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (h) Between the time of execution and delivery of this Agreement and prior to the Closing Date time of purchase or the additional time of purchase, as the case may be, (i) there shall not have occurred (i) any downgrading, nor shall any notice or announcement have been given or made of any intended or potential downgrading or any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company have received any notice from by any “nationally recognized statistical rating organization,” as such that term is defined for purposes of in Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible changeAct, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, no material and adverse change or any development involving a prospective change, material adverse change in the conditionbusiness, properties, management, condition (financial or otherwise, or in the earnings, business ) or results of operations of the Company and its combined subsidiariesthe Subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, shall occur or become known and (iii) no transaction which is material and adverse to the Company and that makes itthe Subsidiaries, in taken as a whole, shall have been entered into by the judgment Company or any of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale ProspectusSubsidiaries. (bi) The Underwriter You shall have received on the Closing Date letters referred to in Section 3(ff) hereof. (j) The Company will, at the time of purchase and additional time of purchase, as the case may be, deliver to you a certificate, dated the Closing Date and certificate signed by the Chief Executive Officer or Chief Financial Officer two of the Company, to the effect set forth in Section 5(a) and ’s executive officers to the effect that the representations and warranties of the Company contained as set forth in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and each such date, that the Company has complied with all performed such of the agreements and satisfied all of the conditions on its part obligations under this Agreement as are to be performed or satisfied hereunder on at or before the Closing Datetime of purchase and at or before the additional time of purchase, as the case may be, and the conditions set forth in paragraphs (f), (g) and (h) of this Section 6 have been met. (ck) The Underwriter Shares shall have received been approved for listing for quotation on the Closing Date an opinion and NYSE, subject only to notice of issuance at or prior to the time of purchase or the additional time of purchase, as the case may be. (l) The Company will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for certificate of the Company’s Chief Financial Officer, dated the Closing Datetime of purchase or the additional time of purchase, reasonably acceptable to as the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereofcase may be, in form and substance satisfactory to the Underwriter, from KPMG LLP Underwriters and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of counsel for the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereofUnderwriters. (gm) At The Company shall have furnished to you such other documents and certificates as to the Closing Dateaccuracy and completeness of any statement in the Registration Statement, the Underwriter shall have received a certificate of an authorized representative of Prepricing Prospectus, the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, Prospectus or any Permitted Free Writing Prospectus as of the Closing Datetime of purchase and the additional time of purchase, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter case may be, as you may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Sharesrequest.

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters to purchase and pay for the Notes are subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date Date: (i) there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Company or any of its subsidiaries or in the rating outlook for the Company; or Securities Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time Disclosure Package (exclusive of Sale Prospectus any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the UnderwriterRepresentatives, is material and adverse and that makes it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes on the terms and in the manner contemplated in the Time Disclosure Package; and (iii) there shall not be any stop order in effect suspending the effectiveness of Sale Prospectusthe Registration Statement, nor shall any proceedings for such purpose be pending before or threatened by the Commission. (b) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an officer of the Company, to the effect set forth in Section 5(a5(a)(i) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date (as if made on the Closing Date) and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx of Xxxxx Xxxx & Exxxx LLPXxxxxxxx, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to effect set forth in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. A. The opinion and a negative assurance letter of Kxxxxxxx Xxxxx Xxxx & Exxxx LLP Xxxxxxxx described in this Section 5(c) shall be rendered to the Underwriter Underwriters at the request of the Company and shall so state therein. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from the General Counsel of Lxxxxx & Wxxxxxx LLPthe Company, counsel for dated the UnderwriterClosing Date, in form and substance reasonably acceptable to the Underwritereffect set forth in Exhibit B. The opinion of the General Counsel of the Company described in this Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, from counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable Underwriters with respect to the Underwriterincorporation of the Company, the validity of the Indenture, the Notes, the Registration Statement, the Disclosure Package and the Prospectus and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (f) The Underwriter Underwriters shall have received, received on each of the date of this Agreement hereof and on the Closing Date a letter, dated the date hereof or the Closing Date, letters dated as the respective dates of delivery thereofcase may be, in form and substance satisfactory to the UnderwriterUnderwriters and the Company’s independent accountants, from KPMG LLP and PricewaterhouseCoopers LLP, the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Prospectus Disclosure Package and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are subject Underwriters hereunder to purchase and pay for the Shares to be delivered at each Time of Delivery shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution accuracy and delivery of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction continuing accuracy of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company representations and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer warranties of the Company, to the effect set forth in Section 5(a) performance by the Company of its covenants, agreements and obligations hereunder, and to the effect that following additional conditions precedent: (a) If required by the representations and warranties Regulations, the Prospectus shall have been filed with the SEC pursuant to Rule 424(b) of the Company contained in this Agreement that are not qualified Regulations within the applicable time period prescribed for such filing by materiality are true and correct in all material respectsthe Regulations. (b) On or prior to each Time of Delivery, no order of any court or any federal, state, local or foreign governmental or regulatory agency or body preventing or suspending the effectiveness of the Registration Statement (including any document incorporated by reference therein), preventing or suspending the use of any Preliminary Prospectus, or preventing or suspending the sale of any of the Shares shall have been issued, and no proceedings for that the representations and warranties of the Company contained in this Agreement that purpose have been initiated, are qualified by materiality are true and correctpending, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Datethreatened. (c) The Underwriter Representative shall have received on the Closing Date a copy of an opinion and a negative assurance letter executed lock-up agreement from Kxxxxxxx & Exxxx LLP, outside counsel for each of the Company's executive officers and directors and certain shareholders of Common Stock, dated in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in form attached hereto as Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein.A. (d) The Underwriter Representative shall have received on the Closing Date an opinion and a negative assurance letter opinion, dated at such Time of Lxxxxx Delivery, of Xxxx Xxxxxx Xxxxxxxx & Wxxxxxx LLPXxxxxx, P.C., counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereofCompany, in form and substance satisfactory to the Underwriter, from KPMG LLP Representative and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Dateits counsel, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi).that: (i) The delivery Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Jersey and has the corporate power and authority to own or lease its properties and conduct its business as described in the Preliminary Prospectus and Prospectus and to enter into this Agreement and perform its obligations hereunder. The Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which it owns or leases property, or conducts any business, except where the failure to so qualify would not have a material adverse effect on the financial position, results of operations or business of the Company. (ii) The Company does not own, directly or indirectly, any stock or other securities of any other corporation or any ownership interest in any partnership, joint venture, limited liability company or other form of association, except for: (A) All the issued and outstanding capital stock of Bayonne Community Bank and, through its ownership of such stock, shares of stock in the Atlantic Central Bankers Bank, Federal Home Loan Bank of New York, and Federal Reserve Bank of Philadelphia; (B) Equity securities held in the investment portfolio of Bayonne Community Bank (the composition of which is not materially different from the disclosures in the Prospectus as of specific dates); (C) All the issued and outstanding capital stock of BCB Holding Company Investment Corp. (D) All the issued and outstanding membership interests in BCB Equipment Leasing, LLC. (iii) All of the issued shares of capital stock of the Company, including the Shares to be sold by the Company pursuant hereto when delivered against payment therefore as contemplated hereby, have been duly authorized and validly issued, are fully paid and non-assessable and conform to the Underwriter description of the Common Stock contained in the Registration Statement, Preliminary Prospectus and Prospectus. None of the issued shares of Common Stock have been issued or are owned or held in violation of any statutory or any other preemptive rights of shareholders, and no person or entity (including any holder of outstanding shares of Common Stock) has any statutory or any other preemptive or other rights to subscribe for any of the Shares. (iv) Except as disclosed in the Prospectus, there are no outstanding: (A) Securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company; (B) Warrants, rights or options to subscribe for the purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations (other than pursuant to the Company's stock option or stock compensation plans); or (C) Obligations of the Company to issue any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. (v) The sale of the Shares at such Time of Delivery and the performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any provision of the certificate of incorporation or bylaws or comparable charter documents of the Company as amended to date or any existing law, statute, rule or regulation, or, in any material respect conflict with, or (with or without the giving of notice or the passage of time or both) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company is a party or to which any of its properties or assets are subject, or, conflict with or violate any order, judgment or decree known to such counsel, of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets. (vi) The Registration Statement has become effective under the Act and, to the knowledge of such counsel, no order of any court or any federal or state governmental or regulatory agency or body preventing or suspending the effectiveness of the Registration Statement (including any document incorporated by reference therein), preventing or suspending the use of any Preliminary Prospectus, or preventing or suspending the sale of any of the Shares has been issued, and no proceedings for that purpose have been initiated, are pending, or threatened. (vii) Any and all filings required to be made with the SEC under Rule 424 and Rule 430A under the Act have been made. (viii) The Shares have been approved for quotation on the Closing Date National Market of the Nasdaq Stock Market, subject only to notice of issuance. (ix) Other than the SEC, NASD and the Nasdaq Stock Market, no consent, approval, authorization, order or declaration of or from, or registration, qualification or filing with, any court or governmental agency or body is required for the offer, sale or issuance of the Shares or under state securities or blue sky laws in connection with the offer, sale and distribution of the Shares by the Underwriters. (x) Other than as disclosed in or contemplated by the Registration Statement, Preliminary Prospectus and Prospectus, there is no litigation, arbitration, claim, proceeding (formal or informal) or investigation pending or, to such documents counsel's knowledge, threatened, in which the Company or any of its Subsidiaries is a party or of which any of their properties or assets are subject which, if determined adversely to the Company or its Subsidiaries, would individually or in the aggregate have a material adverse effect on the financial position, results of operations or businesses of the Company and the Subsidiaries taken as a whole. (xi) This Agreement has been duly authorized, executed and delivered by the Underwriter Company and, assuming due execution by the Representative, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may reasonably request be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally or by general principles of equity and rules of law governing specific performance, estoppel, waiver, injunctive relief and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that, with respect to this Agreement, as the good standing rights to indemnity and contribution set forth herein may be limited by federal and state securities laws or principles of public policy. (xii) Neither the Company nor any of its Subsidiaries is an "investment company" or a company "controlled" by an investment company as such terms are defined in Sections 3(a) and 2(a)(9), respectively, of the 1940 Act. (xiii) The Preliminary Prospectus, Prospectus and each amendment or supplement thereto (other than the financial statements, the notes and schedules thereto and other financial data included therein, to which such counsel need express no opinion), as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the respective rules and regulations thereunder. Such counsel also shall state that they participated in the preparation of the Preliminary Prospectus and Prospectus and in conferences with officers and other representatives of the Company, representatives of the independent registered public accounting firm for the Company, and representatives of and counsel to the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, and Prospectus and related matters were discussed and, although such counsel has not passed upon or assumed any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus or Prospectus, and although such counsel has not undertaken to verify independently the accuracy or completeness of the statements in the Preliminary Prospectus or Prospectus, no facts have come to such counsel's attention to lead them to believe that the Preliminary Prospectus or Prospectus, or any amendment or supplement thereto made prior to such Time of Delivery, on its issue date and as of such Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that such counsel need express no belief regarding the financial statements, the notes and schedules thereto and other financial data contained in the Prospectus, or any amendment or supplement thereto). In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of officers of the Company, public officials and letters from officials of the SEC, NASD and the Nasdaq Stock Market. Copies of such certificates of officers of the Company and other matters related opinions shall be addressed and furnished to the delivery of Underwriters and furnished to counsel for the SharesUnderwriters.

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters to purchase and pay for the Notes are subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date Date: (i) there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Company or any of its subsidiaries or in the rating outlook for the Company; or Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time Disclosure Package (exclusive of Sale Prospectus any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the UnderwriterRepresentatives, is material and adverse and that makes it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes on the terms and in the manner contemplated in this Agreement, the Time Disclosure Package and the Final Prospectus; and (iii) there shall not be any stop order in effect suspending the effectiveness of Sale Prospectusthe Registration Statement, nor shall any proceedings for such purpose be pending before or threatened by the Commission. (b) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an officer of the Company, to the effect set forth in Section 5(a5(a)(i) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date (as if made on the Closing Date) and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx of Xxxxxx & Exxxx Xxxxxxx LLP, outside counsel for the Company, and an opinion of Xxxxxx & Xxxxxxx LLP, outside tax counsel for the Company, each dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to effect set forth in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit Exhibits A-1 and A-2. The opinion and a negative assurance letter opinions of Kxxxxxxx Xxxxxx & Exxxx Xxxxxxx LLP described in this Section 5(c) shall be rendered to the Underwriter Underwriters at the request of the Company and shall so state therein. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from the General Counsel of Lxxxxx & Wxxxxxx LLPthe Company, counsel for dated the UnderwriterClosing Date, in form and substance reasonably acceptable to the Underwritereffect set forth in Exhibit B. The opinion of the General Counsel of the Company described in this Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, from counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable Underwriters with respect to the Underwriterincorporation of the Company, the validity of the Indenture, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (f) The Underwriter Underwriters shall have received, received on each of the date of this Agreement hereof and on the Closing Date a letter, dated the date hereof or the Closing Date, letters dated as the respective dates of delivery thereofcase may be, in form and substance satisfactory to the UnderwriterUnderwriters and the Company’s independent accountants, from KPMG LLP and PricewaterhouseCoopers LLP, the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Prospectus Disclosure Package and the Final Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter are Underwriters hereunder and under the Pricing Agreement shall be subject to the condition that all representations and warranties of the Offerors herein are, at and as of the Time of Delivery, true and correct, the condition that the Offerors shall have performed all of their respective obligations hereunder to be performed at or before such Time of Delivery, and the following additional conditions: (a) Subsequent The Final Prospectus as amended or supplemented in relation to the execution Preferred Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and delivery regulations under the Act and in accordance with Section 5(c) hereof; no stop order suspending the effectiveness of this Agreement the Registration Statement or any part thereof shall have been issued and prior no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.Representatives' reasonable satisfaction; (b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP[ ], counsel for the UnderwriterGuarantor, shall have furnished to you their written opinion, dated as of Time of Delivery, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Dateyou, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi).that: (i) The delivery to the Underwriter on the Closing Date of such documents Guarantor has been duly incorporated and is validly existing as the Underwriter may reasonably request with respect to the a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Final Prospectus as amended and supplemented; and each of Allstate Insurance Company ("AIC") and other matters related to Allstate Life Insurance Company ("ALIC") xas been duly incorporated and is validly existing as an insurance corporation under the delivery laws of the Shares.State of Illinois, with corporate power and authority to own its properties and conduct its

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters to purchase and pay for the Notes are subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date Date: (i) there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Company or any of its subsidiaries or in the rating outlook for the Company; or Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time Disclosure Package (exclusive of Sale Prospectus any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the UnderwriterRepresentatives, is material and adverse and that makes it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes on the terms and in the manner contemplated in the Time Disclosure Package; and (iii) there shall not be any stop order in effect suspending the effectiveness of Sale Prospectusthe Registration Statement, nor shall any proceedings for such purpose be pending before or threatened by the Commission. (b) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an officer of the Company, to the effect set forth in Section 5(a5(a)(i) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date (as if made on the Closing Date) and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx of Xxxxxx & Exxxx Xxxxxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to effect set forth in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. A. The opinion and a negative assurance letter of Kxxxxxxx Xxxxxx & Exxxx Xxxxxxx LLP described in this Section 5(c) shall be rendered to the Underwriter Underwriters at the request of the Company and shall so state therein. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from the Associate General Counsel of Lxxxxx & Wxxxxxx LLPthe Company, counsel for dated the UnderwriterClosing Date, in form and substance reasonably acceptable to the Underwritereffect set forth in Exhibit B. The opinion of the Associate General Counsel of the Company described in this Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, from counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable Underwriters with respect to the Underwriterincorporation of the Company, the validity of the Indenture, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (f) The Underwriter Underwriters shall have received, received on each of the date of this Agreement hereof and on the Closing Date a letter, dated the date hereof or the Closing Date, letters dated as the respective dates of delivery thereofcase may be, in form and substance satisfactory to the UnderwriterUnderwriters and the Company’s independent accountants, from KPMG LLP and PricewaterhouseCoopers LLP, the Company’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Prospectus Disclosure Package and the Final Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter Underwriters to purchase the Underwriters' Securities are subject to the accuracy of the representations and warranties on the part of the Issuer and the Guarantor herein contained, to the accuracy of the statements of the officers of the Issuer and the Guarantor made in any certificate furnished pursuant to the provisions hereof, to the performance by the Issuer and the Guarantor of all of their covenants and other obligations hereunder and to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to At the Closing Date there Time no stop order suspending the effectiveness of the Registration Statement shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) been issued under the Securities 1933 Act of any intended or potential downgrading proceedings therefor initiated or of any review for a possible change that does not indicate threatened by the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale ProspectusCommission. (b) The Underwriter At the Closing Time the Representatives shall have received on the Closing Date a certificatereceived: (i) The favorable opinion, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all Time, of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing DateRichard A. Kalaher, Esq. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereofIssxxx xxx xxx Xxxxxxtor, in form and substance satisfactory to the UnderwriterRepresentatives, from KPMG LLP to the effect that: (A) Each of the Issuer and PricewaterhouseCoopers LLPthe Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; (B) Each Principal Subsidiary incorporated within the United States (a "U.S. Principal Subsidiary"), other than the Issuer, has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each U.S. Principal Subsidiary and of the Issuer have been duly and validly authorized and issued, are fully paid and non-assessable, and (except as otherwise set forth in the Prospectus) are owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims (other than liens, encumbrances, equities or claims existing under or permitted by the senior credit facilities) (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect to matters of fact upon certificates of officers of the Issuer, the Guarantor or their subsidiaries and of governmental officials, provided that such counsel shall state that he believes that you and he are justified in relying upon such opinions and certificates); (C) To the best of such counsel's knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Guarantor or any of its subsidiaries is a party or of which any property of the Guarantor or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (D) Neither the Guarantor nor any of its U.S. Principal Subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to such counsel to which it is a party or by which it or any of its properties may be bound except (other than with respect to such Certificate of Incorporation or By-laws) for such defaults which would not have a Material Adverse Effect; (E) The compliance by the Guarantor and the Issuer with all of the provisions of this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Guarantor or any of its U.S. Principal Subsidiaries is a party or by which the Guarantor or any of its U.S. Principal Subsidiaries is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation or Amended By-laws of the Issuer and Guarantor or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Guarantor or any of its U.S. Principal Subsidiaries or any of their properties except, in each case (other than with respect to such Restated Certificate of Incorporation and Amended By-laws), for such conflicts, violations, breaches or defaults which would not have a Material Adverse Effect or impair the Guarantor's or the Issuer's ability to perform its obligations hereunder; (F) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Issuer and the Guarantor prior to the date hereof (other than financial statements and related schedules and other financial information contained or incorporated by reference therein, as to which such counsel need not express a belief) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus which are not filed or incorporated by reference as required. (G) The documents incorporated by reference in the Prospectus (other than the financial statements and related schedules and other financial information contained therein, as to which such counsel need express no belief), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and rules and regulations of the Commission thereunder; (H) This Agreement has been duly authorized, executed and delivered by the Issuer and the Guarantor. (I) The Indenture has been duly and validly authorized, executed and delivered by the Issuer and the Guarantor and constitutes the valid and binding agreement of each of them, enforceable against them in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or by general equity principles. (J) The Offered Securities have been duly and validly authorized by all necessary corporate action on the part of the Issuer and the Guarantor and, when executed and authenticated as specified in the Indenture and delivered against payment pursuant to this Agreement, will be valid and binding obligations of the Issuer and the Guarantor, enforceable against them in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or by general equity principles, and will be entitled to the benefits of the Indenture. (K) The descriptions of the Indenture and the Offered Securities set forth in the Prospectus are accurate and constitute fair summaries of such documents and instruments. (L) The Indenture is qualified under the 1939 Act. (M) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (N) No consent, approval, authorization, order, registration or qualification of or with any State of New York or Delaware or U.S. Federal court or governmental agency or body is required for the sale of the Offered Securities or the consummation by the Issuer or the Guarantor of the transactions contemplated by this Agreement, except the registration under the Act of the Offered Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Securities by the Underwriters (as to which such counsel need not express an opinion). In addition to the matters set forth above, such opinion shall also include a statement to the effect that (i) such counsel has not checked the accuracy or completeness of, or otherwise verified, and is not passing upon and assumes no responsibility for the accuracy or completeness of, the information contained or incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto and (ii) in the course of the preparation of the Registration Statement and the Prospectus by the Issuer and the Guarantor, such counsel participated in conferences with representatives of the Issuer and the Guarantor, the independent public accountants, containing statements and information accountants of the type ordinarily included in accountants’ “comfort letters” to underwriters Issuer and the Guarantor and the Underwriters and their counsel with respect thereto, and that such counsel's examination of the Registration Statement and the Prospectus and such counsel's participation in the above-mentioned conferences did not cause such counsel to believe that the Registration Statement or any amendment thereto (except as to the financial statements and certain related schedules and other financial information contained in or incorporated by reference therein, as to which such counsel need not express a belief), at the Time time the Registration Statement or amendment became effective, contained an untrue statement of Sale Prospectus and a material fact or omitted to state a material fact required to be stated therein or necessary to make the Prospectus; provided statements therein not misleading or that the letters delivered on the Closing Date shall use a “cut-off date” not earlier Prospectus or any amendment or supplement thereto (other than the date hereof. (gfinancial statements and related schedules and other financial information contained or incorporated by reference therein, as to which such counsel need not express a belief), at the time it was filed pursuant to Rule 424(b) At or on the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Underwriter statements therein, in light of the circumstances under which they were made, not misleading. In rendering such opinion, such counsel may state that he expresses no opinion other than as to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States. No persons other than the Underwriters shall be entitled to rely on such opinion, and such opinion may not be furnished or referred to, or quoted from, any other person. (ii) The favorable opinion or opinions, dated as of the applicable Closing Time, of Cahill Gordon & Reindel, counsel for the Underwriters, wixx xxxxxxx xx thx xxxxxrs set forth (G) through (I), inclusive, of subsection (b)(i) of this Section. In addition to the matters set forth above, such opinion shall also include a statement to the effect that in the course of the preparation of the Registration Statement and the Prospectus by the Issuer and the Guarantor, such counsel participated in conferences with representatives of the Issuer and the Guarantor, the independent public accountants of the Issuer and the Guarantor and the Underwriters with respect thereto, and that such counsel's examination of the Registration Statement and the Prospectus and such counsel's participation in the above-mentioned conferences did not cause such counsel to believe that the Registration Statement or any amendment thereto (except as to the financial statements and related schedules and other financial information contained or incorporated by reference therein, as to which such counsel need not express a belief), at the time the Registration Statement or amendment became effective, contained and untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto (other than the financial statements and related schedules and other financial information contained or incorporated by reference therein, as to which such counsel need not express a belief), at the time it was filed pursuant to Rule 424(b) or on the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The Representatives shall have received a certificate of an authorized representative the President or a Vice President of the Selling StockholdersIssuer and the Guarantor, dated as of the Closing DateTime, to the effect that the representations and warranties of the Selling Stockholders set forth Issuer and the Guarantor contained in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality 1 are true and correct, in each caseall material respects, with the same force and effect as though expressly made at the Closing Time and all conditions to be performed at or prior to Closing have been performed, in all material respects. (d) The Representatives shall have received from Ernst & Young LLP a letter, dated as of the Closing DateTime, and that each covering periods up to a date not more than five business days preceding the date of the Selling Stockholders has complied letter, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the 1933 Act and the applicable published rules and regulations thereunder and setting forth the Statements in Annex I. (e) At the Closing Time counsel for the Underwriters shall have been furnished with all agreements such documents and satisfied all conditions on its part opinions as they may reasonably require for the purpose of enabling them to be performed pass upon the issuance and sale of the Offered Securities as herein contemplated and related proceedings or satisfied hereunder at in order to evidence the accuracy and completeness of any of the representations and warranties, or prior the fulfillment of any of the conditions, herein contained. (f) On or after the date hereof to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). Time (i) The delivery to no downgrading shall have occurred in the Underwriter on rating accorded the Closing Date Issuer's or the Guarantor's debt securities by any _nationally recognized statistical rating organization_, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such documents as the Underwriter may reasonably request organization shall have publicly announced that it has under surveillance or review, with respect to the good standing possible negative implications, its rating of any of the Company and other matters related to Issuer's or the delivery of the Shares.Guarantor's debt securities

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters to purchase any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters their written opinion and letter, each dated such Closing Date, with respect to the valid existence and good standing of the Company and with respect to the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx X. Xxxx, Senior Vice President and Secretary of MetLife Group, Inc., shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Xxxxx XX; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinion and letter, each dated the Closing Date, substantially in the forms attached hereto as Annex III-A with respect to certain corporate and tax matters, and Xxxxx XXX-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus, respectively; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (vii) (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (iiB) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or on the Tokyo Stock Exchange; (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally in the United States or Japan or with respect to Clearstream or Euroclear; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism, epidemic or pandemic) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters of any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written opinion, dated such Closing Date, with respect to the valid existence and good standing of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx X. Xxxxx, Senior Vice President & Chief Counsel – General Corporate of the Company, shall have furnished to the Underwriters her written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Annex II; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinions, each dated the Closing Date, substantially in the form attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on each of (1) such business day on which the Representatives send to Clearstream or Euroclear, as the case may be, an irrevocable payment instruction for the payment of the purchase price with respect to the applicable Securities and (ii2) the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (B) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or on the Tokyo Stock Exchange; (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally in the United States or Japan or with respect to Clearstream or Euroclear; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters to purchase and pay for the Notes are subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date Date: (i) there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(c)(67) of the Company or any of its subsidiaries or in the rating outlook for the Company; or Exchange Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time Disclosure Package (exclusive of Sale Prospectus any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the UnderwriterRepresentatives, is material and adverse and that makes it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes on the terms and in the manner contemplated in this Agreement, the Time Disclosure Package and the Final Prospectus; and (iii) there shall not be any stop order in effect suspending the effectiveness of Sale Prospectusthe Registration Statement, nor shall any proceedings for such purpose be pending before or threatened by the Commission. (b) The Underwriter Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an officer of the Company, to the effect set forth in Section 5(a5(a)(i) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date (as if made on the Closing Date) and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx of Xxxxx & Exxxx Case LLP, outside counsel for the Company, each dated the Closing Date, in form and substance reasonably acceptable satisfactory to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2Underwriters and their counsel. The opinion and a negative assurance letter of Kxxxxxxx White & Exxxx Case LLP described in this Section 5(c) shall be rendered to the Underwriter Underwriters at the request of the Company and shall so state therein. (d) The Underwriter Underwriters shall have received on the Closing Date an opinion and a negative assurance letter from the General Counsel of Lxxxxx & Wxxxxxx LLPthe Company, counsel for dated the UnderwriterClosing Date, in form and substance reasonably acceptable to the Underwritereffect set forth in Exhibit A. The opinion of the General Counsel of the Company described in this Section 5(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein. (e) The Underwriter Underwriters shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, from counsel for the Selling StockholdersUnderwriters with respect to such matters as the Underwriters may reasonably request, covering and such counsel shall have received such papers and information from the matters referred Company as they may reasonably request to in Exhibit A-3 and reasonably acceptable enable them to the Underwriterpass upon such matters. (f) The Underwriter Underwriters shall have received, received on each of the date of this Agreement hereof and on the Closing Date a letter, dated the date hereof or the Closing Date, letters dated as the respective dates of delivery thereofcase may be, in form and substance satisfactory to the UnderwriterUnderwriters and their counsel, from KPMG LLP and PricewaterhouseCoopers LLP, independent the Company’s registered public accountantsaccounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Prospectus Disclosure Package and the Final Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (and the several obligations of the Underwriters at the additional time of purchase are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (unless previously waived) and at the additional time of purchase, as the case may be), the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) Subsequent The Company shall furnish to you at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxxxxxx & Worcester LLP, counsel for the Company, addressed to the execution Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with reproduced copies for each of the other Underwriters and in a form satisfactory to Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, stating that: (i) (A) the Company is duly qualified to transact business and is in good standing in each of the jurisdictions set forth on Schedule B hereto; (B) each Delaware Material Subsidiary and Massachusetts Material Subsidiary is a corporation or other legal entity duly formed, existing and in good standing under the laws of its jurisdiction of organization; and (C) each Material Subsidiary listed on Schedule B is duly qualified as a foreign corporation or other legal entity and in good standing in each of the jurisdictions set forth on Schedule B hereto (“Material Subsidiary” being defined herein as any subsidiary that constitutes a “significant subsidiary” within the meaning of clause (w) of Section 1-02 of Regulation S-X, substituting 5% for 10%); (ii) this Agreement has been duly authorized, executed and delivered by the Company (in rendering the opinion expressed in this paragraph (ii), such counsel may rely upon the opinion of Xxxxxxx LLP as to matters governed by the laws of the State of Maryland); (iii) the Registration Statement, the Prepricing Prospectus and the Prospectus (except as to the financial statements and schedules and other financial or accounting data contained or incorporated by reference therein, or statistical data derived therefrom, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act; (iv) the Registration Statement has become effective under the Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto are pending or threatened under the Act and any required filing of the Prospectus, and any supplement thereto, pursuant to Rule 424 or Rule 430B under the Act, has been made in the manner and within the time period required by such Rule 424 and in compliance with Rule 430B under the Act; (v) each Delaware Material Subsidiary and Massachusetts Material Subsidiary has the corporate, trust, partnership or other power to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact to the extent described in the Registration Statement, the Disclosure Package and the Prospectus. All of the issued and outstanding shares of beneficial ownership or shares of capital stock of, or other ownership interests in, each Delaware Material Subsidiary and Massachusetts Material Subsidiary have been duly authorized and validly issued, are fully paid and, except as to such Subsidiaries that are limited liability companies or partnerships, non-assessable; and, to such counsel’s knowledge, all issued and outstanding shares of beneficial ownership or shares of capital stock of, or other ownership interests in, each Subsidiary are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien or encumbrance, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus; (vi) the execution, delivery and performance of this Agreement by the Company and prior to the Closing Date there shall transactions contemplated hereby do not have occurred and will not result in a Default Event under (inor constitute any event which with notice, lapse of time, or both, would result in any breach of, or constitute a Default Event under) (A) any downgrading, nor shall provisions of the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act charter or by-laws or other organizational documents of any intended Delaware Material Subsidiary or potential downgrading or Massachusetts Material Subsidiary, (B) any provision of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded agreement or other instrument to which the Company or any of the securities Material Subsidiaries is a party or by which their respective properties may be bound or affected, that is described in the Registration Statement, the Prepricing Prospectus and the Prospectus or filed as an exhibit to the Registration Statement or any Incorporated Document or is otherwise known to such counsel, (C) any United States federal or State of Delaware, Commonwealth of Massachusetts or State of New York law, regulation or rule, or any decree, known to us to which the Company or the Material Subsidiaries may be subject, other than, in the case of clauses (B) and (C), such Default Events as would not, individually or in the aggregate, have a Material Adverse Effect; (vii) to such counsel’s knowledge, there are no contracts, licenses, agreements, leases or documents of a character which are required to be filed as exhibits to the Registration Statement or any Incorporated Document or to be described in the Registration Statement, the Prepricing Prospectus and the Prospectus which have not been so filed or described; (viii) to such counsel’s knowledge, except as described in the Registration Statement, the Prepricing Prospectus and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, there are no private or governmental actions, suits, claims, investigations or proceedings pending, threatened or contemplated to which the Company or any of its subsidiaries the Material Subsidiaries or any of their officers is subject or of which any of their properties is subject, whether at law, in equity or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency; (ix) to such counsel’s knowledge, no person has the right, pursuant to the terms of any contract, agreement or other instrument described in or filed as an exhibit to the Registration Statement or any Incorporated Document, to cause the Company to register under the Act any shares of beneficial interest or other equity interests as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated hereby, except for such rights as have been complied with or waived; and to the knowledge of such counsel, except as described in the rating outlook Registration Statement, the Prepricing Prospectus and the Prospectus, no person is entitled to registration rights with respect to shares of capital stock or other securities of the Company; (x) the Company is not, and after the offering and sale of the Shares and the application of the proceeds as described in the Prospectus, will not be, an “investment company,” or an entity controlled by an “investment company,” as such terms are defined in the Investment Company Act; (xi) to such counsel’s knowledge, the statements in (i) the Company’s Annual Report on Form 10-K for the Company; or fiscal year ended December 31, 2005 (the “2005 Form 10-K”) under the captions “Business — Government Regulation and Reimbursement,” “Business — Environmental Matters,” “Properties — Independent and Assisted Living Communities We Operate,” “Properties — Independent and Assisted Living Communities that SLS Manages on Our Behalf,” “Properties — Our Senior Housing Leases,” “Properties — Sunrise Senior Living Services, Inc. Management Agreements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions” and (ii) any changein the Company’s Schedule 14A relating to its Annual Meeting of Stockholders held on May 11, 2005 under the caption “Certain Relationships and Related Transactions” (to the extent not superseded by the disclosure in the 2005 Form 10-K) and in each case insofar as such statements purport to summarize matters arising under Delaware or Massachusetts or New York law or the federal law of the United States, or provisions of documents as to which the Company is a party specifically referred to therein, are accurate in all material respects; and (xii) no approval, authorization, consent or order of or filing with any development involving a prospective changeUnited States federal or State of Delaware, State of Massachusetts, State of New York governmental or regulatory commission, board, body, authority or agency having jurisdiction over the Company or its Material Subsidiaries is required in connection with the conditionexecution, financial delivery and performance of this Agreement, the issuance and sale of the Shares being delivered at the time of purchase and at the additional time of purchase, as the case may be, and the consummation of such issuance and sale, other than the registration of the Shares under the Act, which registration has been effected (in rendering the opinion expressed in this paragraph (xii), such counsel need express no opinion concerning the securities laws of the State of Delaware, the Commonwealth of Massachusetts or otherwiseState of New York). Also, or such counsel shall state that it has participated in conferences with officers and other representatives of the earningsCompany, business or results representatives of operations the independent public accountants of the Company and its combined subsidiariesrepresentatives of the Underwriters at which the contents of the Registration Statement, taken as a wholethe Prepricing Prospectus, from that set forth the Prospectus and any Permitted Free Writing Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus (except as and to the extent stated in subparagraph (xi) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes them to believe that (i) the Registration Statement or any amendment thereto at the time such Registration Statement or amendment were declared effective by the Commission or at the Effective Time contained an untrue statement of Sale a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Prospectus thator any supplement thereto at the date of the Prospectus Supplement or such other supplement, and at all times up to and including the time of purchase or additional time of purchase, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) any Prepricing Prospectus, as of its date, the date of the Underwriting Agreement or the date hereof, in each case together with the Permitted Free Writing Prospectuses attached to such counsel’s opinion as Annex A thereto, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the judgment light of the Underwritercircumstances under which they were made, is material and adverse and not misleading (it being understood that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an such counsel need express no opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain schedules and other financial information or accounting data contained or incorporated by reference therein, or statistical data derived therefrom, or exhibits included or incorporated by reference in the Time of Sale Prospectus and the Registration Statement or Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (b) The Company shall furnish to you at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxxxxx LLP, special Maryland counsel of the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with reproduced copies for each of the other Underwriters and in form satisfactory to Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, stating that: (i) The delivery the Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessment and Taxation of Maryland, with corporate power to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement, the Prepricing Prospectus and the Prospectus and any Permitted Free Writing Prospectus, to execute and deliver this Agreement and to issue, sell and deliver the Shares as herein contemplated; (ii) each Material Maryland Subsidiary is a corporation duly incorporated or other legal entity duly formed, existing under and by virtue of the laws of the State of Maryland and in good standing with the State Department of Assessments and Taxation of Maryland (“Material Subsidiary” being defined herein as any subsidiary that constitutes a “significant subsidiary” within the meaning of clause (w) of Section 1-02 of Regulation S-X, substituting 5% for 10%). Each Material Maryland Subsidiary has the corporate or other power to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact to the Underwriter on extent described in the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing Registration Statement and Prospectus. All of the Company issued and outstanding shares of stock or other matters related to ownership interest of each Material Maryland Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the delivery of the Shares.Company, directly or through subsidiaries;

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters of any Initial Depositary Shares under the Pricing Agreement relating to such Initial Depositary Shares shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Initial Depositary Shares to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written opinion, dated such Closing Date, with respect to the valid existence and good standing of the Company, the validity of the Initial Depositary Shares being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx X. Xxxxx, Vice President and Interim Chief Counsel – General Corporate of the Company, shall have furnished to the Underwriters her written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Annex II; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinions, each dated the Closing Date, substantially in the form attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (iiB) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the NYSE; (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date Section 4(e) hereof.; (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.Annex IV hereto; and (hxii) On or prior to the Closing Date, the Underwriter Company shall have received executed and filed the Certificate of Designations with the Delaware Secretary of State. (b) In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Depositary Shares under a properly completed Pricing Agreement, the obligations of the Underwriters of those Option Depositary Shares shall be subject, in their discretion, to the condition that all representations and executed United States Treasury Department Form W-9 (warranties and other statements of the Company herein or other applicable form in certificates of any officer of the Company or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder any subsidiary of the Company delivered pursuant to Section 2(a)(vi).the provisions hereof are, at and as of the Option Closing Date true and correct, the condition that the Company shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Option Depositary Shares to be performed at or before the Option Closing Date, and the following additional conditions: (i) The delivery Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriter on the Underwriters a written opinion, dated such Option Closing Date of such documents as the Underwriter may reasonably request Date, with respect to the good standing of the Company Option Depositary Shares to be purchased on such Option Closing Date and other matters related otherwise to the delivery of same effect as the Shares.opinion required by Section 6(a)(ii) hereof, and such counsel shall have received such papers and information as they may reasonably request to enable them to furnish such written opinion; (ii) Xxxxxxx X. Xxxxx,

Conditions to Underwriters’ Obligations. (a) The obligations of the Underwriter are subject Underwriters to purchase any Securities under the Pricing Agreement relating to such Securities shall be subject, in their discretion, to the following conditions: (a) Subsequent to the execution condition that all representations and delivery warranties and other statements of this Agreement and prior to the Closing Date there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act herein or in certificates of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its subsidiaries obligations hereunder and under the Pricing Agreement relating to such Securities to be performed at or before the Closing Date, and the following additional conditions: (i) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (ii) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Underwriters, shall have furnished to the Underwriters their written opinion and letter, each dated such Closing Date, with respect to the valid existence and good standing of the Company and with respect to the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as the Underwriters may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (iii) Xxxxxxx Xxxxxxxxxxx, Vice President and Associate General Counsel of MetLife Group, Inc., shall have furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the rating outlook form attached hereto as Annex II; (iv) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel for the Company; , shall have furnished to the Underwriters their written opinion and letter, each dated the Closing Date, substantially in the forms attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final Prospectus, respectively; (v) The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request; (A) On the date of the applicable Pricing Agreement, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of that Pricing Agreement, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the Company’s subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (B) on the Closing Date for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the letter furnished pursuant to subclause (A) of this Section 6(a)(vi), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date; (A) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (iiB) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the conditionbusiness, financial or otherwiseposition, or in the earningsreserves, business surplus, equity or results of operations of the Company and its combined subsidiaries, taken the Significant Subsidiaries considered as a whole, from that otherwise than as set forth or contemplated in the Time Disclosure Package, the effect of Sale Prospectus thatwhich, in any such case described in clause (A) or (B), is in the judgment of the Underwriter, is Representatives so material and adverse and that makes it, in as to make it impracticable or inadvisable to proceed with the judgment offering or the delivery of the Underwriter, impracticable to market the Shares applicable Securities on the terms and in the manner contemplated in the Time of Sale Final Prospectus.; (bviii) The Underwriter After the Applicable Time (A) no downgrading shall have received on occurred in the Closing Date a certificate, dated rating accorded the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties debt securities of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that or any Significant Subsidiary or the representations and warranties financial strength or claims paying ability of the Company contained in this Agreement that are qualified or any Significant Subsidiary by materiality are true A.M. Best & Co., Fitch Ratings, Inc., Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services, and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (cB) The Underwriter no such organization shall have received on publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of any intended or potential downgrading of, its rating of any debt security or the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for financial strength or the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel claims paying ability of the Company shall provide an opinion to or any Significant Subsidiary, the Underwritereffect of which, dated in any such case described in clause (A) or (B), is in the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request judgment of the Company Representatives so material and shall so state therein.adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (dix) At or after the Applicable Time, there shall not have occurred any of the following: (A) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (B) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”); (C) a suspension or material limitation in trading in the Company’s securities on the NYSE; (D) a suspension or material limitation in clearing and/or settlement in securities generally; (E) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (F) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism, epidemic or pandemic) if the effect of any such event specified in this clause (F) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus; (x) The Underwriter Company shall have received on complied with any request by the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters Representatives with respect to the financial statements and certain financial information contained furnishing of copies of the Final Prospectus in compliance with the Time provisions of Sale Prospectus and the ProspectusSection 4(e) hereof; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.and (gxi) At On the Closing Date, the Underwriter Representatives shall have received a certificate of an authorized representative the Treasurer of the Selling StockholdersCompany, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each substantially in the form of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateAnnex IV hereto. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the Shares.

Conditions to Underwriters’ Obligations. The Underwriters’ obligations hereunder to make or complete any offering and sale of the Underwriter Notes of any tranche or series are subject to the following conditions: (a) Subsequent On the Initial Closing Date, the Underwriters shall have received the following, dated as of the Initial Closing Date and in form and substance satisfactory to the execution Underwriters: (1) The opinion and delivery 10b-5 statement of outside counsel of the Company (“Counsel”), in a form and substance reasonably satisfactory to the Underwriters; (2) The opinion of in-house counsel for the Company (“In-House Counsel,” and together with Counsel, “Company Counsel”), in a form and substance reasonably satisfactory to the Underwriters; (3) The opinion and 10b-5 statement of Xxxxx Day, counsel for the Underwriters (“Underwriter Counsel Opinion”), in a form and substance reasonably satisfactory to the Underwriters; (4) a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Underwriters (an “Officer’s Certificate”), dated as of the Initial Closing Date, to the effect that such officer has carefully examined the Registration Statement, the Prospectus, the Disclosure Package (as defined below), this Agreement, any Terms Agreement and the Auction Services Agreement, and that (i) the Company’s representations and warranties in this Agreement and the Auction Services Agreement are true and correct; (ii) the Company has complied with, performed all the agreements and covenants, and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of such Officer’s Certificate; (iii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no Proceedings for that purpose or delaying, suspending or stopping the use of the Registration Statement or the Offering of securities thereunder have been instituted or, to the knowledge of such officers, threatened; and (iv) since the date of the Company’s most recent financial statements included or incorporated by reference in the Disclosure Package and the Prospectus, no Material Adverse Effect has occurred, except as set forth or contemplated in the Disclosure Package and the Prospectus. (b) On the date hereof, the Underwriters shall have received a letter from KPMG LLP dated as of the date hereof and in form and substance satisfactory to the Underwriters confirming that they are independent public accountants within the meaning of each of the 1933 Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Commission Regulation S-X, and stating the conclusions and findings of such firm with respect to the financial statements, financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (c) On the Initial Closing Date, the Company shall furnish the Underwriters with a certificate of its Secretary, in form and substance reasonably satisfactory to the Underwriters. (d) On the Initial Closing Date, counsel to the Underwriters shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated, or in order to evidence the accuracy and completeness of any of the representations and warranties, the performance of the Company’s agreements and covenants or the fulfillment of any of the conditions, contained herein; and all proceedings taken by the Company in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance to the Underwriters and to the Underwriters’ counsel. (e) On the Initial Closing Date, the Underwriter(s) shall have received a “bring-down comfort letter” covering the matters ordinarily covered by accountants in such letters in connection with registered public offerings. (f) The obligation of the applicable Underwriter(s) to purchase the Notes on any Closing Date there shall not have occurred (i) any downgrading, nor shall is subject to the performance by the Company of its covenants, agreements and other obligations hereunder, to the conditions set forth herein, and to the following additional conditions: (1) No order suspending the effectiveness of the Registration Statement shall be in effect, and no Proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the 1933 Act shall be pending before or threatened by the Commission; the Prospectus and each applicable Issuer Free Writing Prospectus and Pricing Supplement shall have received been timely filed with the Commission under the 1933 Act and in accordance with Section 4(a) hereof. (2) The Company’s representations and warranties herein and in any notice from Terms Agreement shall be true and correct on the date hereof and on and as of each Closing Date; and the statements of the Company and its officers made in any Officer’s Certificate and other certificates delivered pursuant to this Agreement (as such Officer’s Certificate and other certificates are updated to each Closing Date) shall be true and correct on and as of its date. (3) If there are any debt securities or preferred stock of, or guaranteed by, the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2in the 1934 Act, (i) under the Securities Act of any intended or potential no downgrading or of any review for a possible change that does not indicate the direction of the possible change, shall have occurred in the rating accorded the Company or any of the such debt securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or and (ii) any changeno such organization shall have publicly announced that it has under surveillance, review or watch, or has changed its outlook with respect to, its rating of any development involving such debt securities or preferred stock (other than an announcement with positive implications of a prospective changepossible upgrading). (4) No event or condition of a type described in Section 5(a)(7) hereof shall have occurred or shall exist, which event or condition is not disclosed in the conditionDisclosure Package, financial or otherwise, or in the earnings, business or results Registration Statement and the Prospectus and the effect of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, which in the judgment of the UnderwriterRepresentative makes it impracticable or inadvisable to proceed with the offering, is material and adverse and that makes it, in the judgment sale or delivery of the Underwriter, impracticable to market Notes on the Shares applicable Closing Date on the terms and in the manner contemplated in by this Agreement, the Time of Sale ProspectusDisclosure Package, the Registration Statement, the Prospectus and any applicable Terms Agreement. (5) None of the following events shall have occurred: (a) trading generally shall have been suspended or materially limited on or by either the New York Stock Exchange or the Nasdaq Global Market; (b) The Underwriter trading of any securities issued or guaranteed by the Company shall have received been suspended on any exchange or in any over-the-counter market; (c) a general moratorium on commercial banking activities shall have been declared by federal or New York State or California State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (d) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes on such Closing Date on the Closing Date a certificateterms and in the manner contemplated by this Agreement, dated the Closing Date Registration Statement, the Prospectus, the Disclosure Package and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Dateany applicable Terms Agreement. (c6) The Underwriter No action shall have received on the Closing Date an opinion been taken and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter no law shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLPbeen enacted, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided adopted or issued by any Authority that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each casewould, as of the Closing Date, and that each prevent the issuance or sale of the Selling Stockholders has complied with all agreements Notes; and satisfied all conditions on its part to be performed no injunction or satisfied hereunder at or prior to order of any Authority shall have been issued that would, as of the Closing DateDate prevent the issuance or sale of the Notes. (h7) On or prior to the Closing Date, the Underwriter The Notes shall have received a properly completed be eligible for clearance and executed United States Treasury Department Form W-9 (or settlement through DTC and any other applicable form or statement foreign clearing agency, if any, specified in the applicable Terms Agreements. Further, if specifically called for by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of any written agreement between the Company and other matters related the Representative, including a Terms Agreement, the Underwriters’ obligations hereunder and under such agreement, shall be subject to such additional conditions as agreed to by the delivery parties (which may include the certificates, opinions and letters set forth in Section 6 hereof), each of which such agreed conditions shall be met on the Sharescorresponding Closing Date. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions to Underwriters’ Obligations. The several obligations of the Underwriter Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (and the several obligations of the Underwriters at the additional time of purchase are subject to the accuracy of the representations and warranties on the part of the Company on the date hereof and at the time of purchase (unless previously waived) and at the additional time of purchase, as the case may be), the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) Subsequent The Company shall furnish to you at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxxxxxx & Worcester LLP, counsel for the Company, addressed to the execution Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with reproduced copies for each of the other Underwriters and in a form satisfactory to Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, stating that: (i) (A) the Company is duly qualified to transact business and is in good standing in each of the jurisdictions set forth on Schedule B hereto; (B) each Delaware Material Subsidiary and Massachusetts Material Subsidiary is a corporation or other legal entity duly formed, existing and in good standing under the laws of its jurisdiction of organization; and (C) each Material Subsidiary listed on Schedule B is duly qualified as a foreign corporation or other legal entity and in good standing in each of the jurisdictions set forth on Schedule B hereto (“Material Subsidiary” being defined herein as any subsidiary that constitutes a “significant subsidiary” within the meaning of clause (w) of Section 1-02 of Regulation S-X, substituting 5% for 10%); (ii) this Agreement has been duly authorized, executed and delivered by the Company (in rendering the opinion expressed in this paragraph (ii), such counsel may rely upon the opinion of Xxxxxxx LLP as to matters governed by the laws of the State of Maryland); (iii) the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial or accounting data contained or incorporated by reference therein, or statistical data derived therefrom, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act; (iv) the Registration Statement has become effective under the Act and, to such counsel’s knowledge, no stop order proceedings with respect thereto are pending or threatened under the Act and any required filing of the Prospectus, and any supplement thereto, pursuant to Rule 424 under the Act, has been made in the manner and within the time period required by such Rule 424; (v) each Delaware Material Subsidiary and Massachusetts Material Subsidiary has the corporate, trust, partnership or other power to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact to the extent described in the Registration Statement and Prospectus. All of the issued and outstanding shares of beneficial ownership or shares of capital stock of, or other ownership interests in, each Delaware Material Subsidiary and Massachusetts Material Subsidiary have been duly authorized and validly issued, are fully paid and, except as to such Subsidiaries that are limited liability companies or partnerships, non-assessable; and, to such counsel’s knowledge, all issued and outstanding shares of beneficial ownership or shares of capital stock of, or other ownership interests in, each Subsidiary are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien or encumbrance, except as disclosed in the Registration Statement and Prospectus; (vi) the execution, delivery and performance of this Agreement by the Company and prior to the Closing Date there shall transactions contemplated hereby do not have occurred and will not result in a Default Event under (inor constitute any event which with notice, lapse of time, or both, would result in any breach of, or constitute a Default Event under) (A) any downgrading, nor shall provisions of the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act charter or by-laws or other organizational documents of any intended Delaware Material Subsidiary or potential downgrading or Massachusetts Material Subsidiary, (B) any provision of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded agreement or other instrument to which the Company or any of the securities Material Subsidiaries is a party or by which their respective properties may be bound or affected, that is described in the Prospectus or filed as an exhibit to the Registration Statement or any Incorporated Document or is otherwise known to such counsel, (C) any United States federal or State of Delaware, Commonwealth of Massachusetts or State of New York law, regulation or rule, or any decree, to which the Company or the Material Subsidiaries may be subject, other than, in the case of clauses (B) and (C), such Default Events as would not, individually or in the aggregate, have a Material Adverse Effect; (vii) to such counsel’s knowledge, there are no contracts, licenses, agreements, leases or documents of a character which are required to be filed as exhibits to the Registration Statement or any Incorporated Document or to be described in the Prospectus which have not been so filed or described; (viii) to such counsel’s knowledge, except as described in the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, there are no private or governmental actions, suits, claims, investigations or proceedings pending, threatened or contemplated to which the Company or any of its subsidiaries the Material Subsidiaries or any of their officers is subject or of which any of their properties is subject, whether at law, in equity or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency; (ix) to such counsel’s knowledge, no person has the right, pursuant to the terms of any contract, agreement or other instrument described in or filed as an exhibit to the Registration Statement or any Incorporated Document, to cause the Company to register under the Act any shares of beneficial interest or other equity interests as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated hereby, except for such rights as have been complied with or waived; and to the knowledge of such counsel, except as described in the rating outlook for Registration Statement and Prospectus, no person is entitled to registration rights with respect to shares of capital stock or other securities of the Company; (x) the Company is not, and after the offering and sale of the Shares and the application of the proceeds as described in the Prospectus, will not be, an “investment company,” or an entity controlled by an “investment company,” as such terms are defined in the Investment Company Act; (xi) to such counsel’s knowledge, the statements in (i) the Registration Statement and the Prospectus under the captions “Prospectus Summary - Recent Developments - New Credit Facility”; or (ii) any changethe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 under the captions “Business - Government Regulation and Reimbursement,” “Business - Environmental Matters,” “Properties - Communities we Operate and Lease from Senior Housing,” “Properties - Communities we Operate and Lease from Senior Housing and SLS Manages,” “Properties - Our Senior Housing Leases,” “Properties - Sunrise Senior Living Services, Inc. Management Agreements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Related Party Transactions” and (iii) in the Company’s Schedule 14A relating to its Annual Meeting of Stockholders held on May 11, 2005 under the caption “Certain Relationships and Related Transactions” and in each case insofar as such statements purport to summarize matters arising under Delaware or Massachusetts or New York law or the federal law of the United States, or provisions of documents as to which the Company is a party specifically referred to therein, are accurate in all material respects; and (xii) no approval, authorization, consent or order of or filing with any development involving a prospective changeUnited States federal or State of Delaware, State of Massachusetts, State of New York governmental or regulatory commission, board, body, authority or agency having jurisdiction over the Company or its Material Subsidiaries is required in connection with the conditionexecution, financial delivery and performance of this Agreement, the issuance and sale of the Shares being delivered at the time of purchase and at the additional time of purchase, as the case may be, and the consummation of such issuance and sale, other than the registration of the Shares under the Act, which registration has been effected (in rendering the opinion expressed in this paragraph (xii), such counsel need express no opinion concerning the securities laws of the State of Delaware, the Commonwealth of Massachusetts or otherwiseState of New York). Also, or such counsel shall state that it has participated in conferences with officers and other representatives of the earningsCompany, business or results representatives of operations the independent public accountants of the Company and its combined subsidiariesrepresentatives of the Underwriters at which the contents of the Registration Statement and Prospectus were discussed and, taken as a wholealthough such counsel is not passing upon and does not assume responsibility for the accuracy, from that set forth completeness or fairness of the statements contained in the Time of Sale Registration Statement or Prospectus that, in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. (b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) except as and to the effect extent stated in subparagraph (xi) above), on the basis of the foregoing nothing has come to the attention of such counsel that causes them to believe that the representations and warranties Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Company contained in this Agreement that are statements therein not qualified by materiality are true and correct in all material respectsmisleading, and or that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed Prospectus or satisfied hereunder on or before the Closing Date. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter any supplement thereto at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement the Prospectus Supplement or such other supplement, and on at all times up to and including the Closing Datetime of purchase or additional time of purchase, letters dated as the respective dates case may be, contained an untrue statement of delivery thereofa material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information light of the type ordinarily included in accountants’ “comfort letters” to underwriters circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and certain schedules and other financial information or accounting data contained or incorporated by reference therein, or statistical data derived therefrom, or exhibits included or incorporated by reference in the Time of Sale Prospectus and the Registration Statement or Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (b) The Company shall furnish to you at the time of purchase and at the additional time of purchase, as the case may be, an opinion of Xxxxxxx LLP, special Maryland counsel of the Company, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with reproduced copies for each of the other Underwriters and in form satisfactory to Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, stating that: (i) The delivery the Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessment and Taxation of Maryland, with corporate power to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement and the Prospectus, to execute and deliver this Agreement and to issue, sell and deliver the Shares as herein contemplated; (ii) each Material Maryland Subsidiary is a corporation duly incorporated or other legal entity duly formed, existing under and by virtue of the laws of the State of Maryland and in good standing with the State Department of Assessments and Taxation of Maryland (“Material Subsidiary” being defined herein as any subsidiary that constitutes a “significant subsidiary” within the meaning of clause (w) of Section 1-02 of Regulation S-X, substituting 5% for 10%). Each Material Maryland Subsidiary has the corporate or other power to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact to the Underwriter on extent described in the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing Registration Statement and Prospectus. All of the Company issued and outstanding shares of stock or other matters related to ownership interest of each Material Maryland Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the delivery of the Shares.Company, directly or through subsidiaries;

Conditions to Underwriters’ Obligations. The several obligations of --------------------------------------- the Underwriter Underwriters hereunder are subject to the following conditions: (a) Subsequent to the execution and delivery of this the Underwriting Agreement and prior to the Closing Date Date, (i) there shall not have occurred (i) any downgrading, nor shall the Company have received any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company Capital Securities or any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Company or any of its subsidiaries or in the rating outlook for the Company; or Securities Act; (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, or of the Trust, in each case from that set forth in the Time Prospectus (exclusive of Sale Prospectus any amendments or supplements thereto subsequent to the date of the Underwriting Agreement) that, in the judgment of the UnderwriterRepresentatives, is material and adverse and that makes it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Capital Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.; and (b) The Underwriter the Representatives shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer an executive officer of the Company, Company and by two Administrative Trustees of the Trust, (i) to the effect set forth in Section 5(a4(a)(i) and hereof; and (ii) to the effect that the representations and warranties of the Company and the Trust contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that each of the Company and the Trust has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer and Regular Trustees signing and delivering such certificate may rely upon the best of their knowledge as to proceedings threatened. (c) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter Representatives shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx Manatt, Xxxxxx & Bxxxxxxx Xxxxxxxx, LLP, counsel to the Company and the Trust, dated the Closing Date, to the effect set forth in Exhibit A. (d) The Representatives shall have received on the Closing Date an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Trust, dated the Closing Date, to the effect set forth in Exhibit B. (e) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit C. (f) The Representatives shall have received on the Closing Date an opinion of Xxxxx & Wood LLP, counsel for the Selling StockholdersUnderwriters, covering dated the matters referred to in Exhibit A-3 and reasonably acceptable Closing Date, with respect to the Underwritervalidity of the Indenture, the Debentures and the Capital Securities Guarantee and such other matters as the Underwriters may reasonably request. (fg) The Underwriter Representatives shall have receivedreceived on the Closing Date an opinion of [ ], counsel for the Property Trustee, Delaware Trustee, Indenture Trustee and Guarantee Trustee, dated the Closing Date, to the effect set forth in Exhibit D. The opinions described in Sections 4(c), 4(d) and 4(e) hereof shall be rendered to the Underwriters at the request of the Company and the Trust and shall so state therein. The opinion described in Section 4(g) hereof shall be rendered to the Underwriters at the request of the Property Trustee, Delaware Trustee, Indenture Trustee and Guarantee Trustee and shall so state therein. (h) The Representatives shall have received on each of the date of this Agreement and on the Closing Date a letter, dated the date of this Agreement and the Closing Date, letters dated the respective dates of delivery thereofrespectively, in form and substance satisfactory to the UnderwriterRepresentatives, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and or incorporated by reference into the Prospectus; provided that the letters letter delivered on the Closing Date shall use a “"cut-off date” " not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that each of the Selling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (h) On or prior to the Closing Date, the Underwriter shall have received a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi)Agreement. (i) The delivery Capital Securities shall have been approved for listing, subject to the Underwriter official notice of issuance, on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of the Company and other matters related to the delivery of the SharesNew York Stock Exchange.

Conditions to Underwriters’ Obligations. The Underwriters’ obligations hereunder to make or complete any offering and sale of the Underwriter Securities of any tranche or series are subject to the following conditions: (a) Subsequent On the Initial Closing Date, the Underwriters shall have received the following, dated as of the Initial Closing Date and in form and substance satisfactory to the execution Underwriters: (1) The opinion and delivery 10b-5 statement of outside counsel of the Company (“Counsel”) which shall be substantially in the form attached hereto as Exhibit A; (2) The opinion of Bxxxxxx X. Xxxxxx, Chief Legal Officer for the Company (“In-House Counsel,” and together with Counsel, “Company Counsel”) which shall be substantially in the form attached hereto as Exhibit B; (3) The opinion and 10b-5 statement of counsel for the Underwriters (“Underwriter Counsel Opinion”) in a form and substance reasonably satisfactory to the Underwriters; (4) a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is satisfactory to the Underwriters (an “Officer’s Certificate”), dated as of the Initial Closing Date, to the effect that such officer has carefully examined the Registration Statement, the Prospectus, the Disclosure Package (as defined below), this Agreement, any Terms Agreement and the Auction Services Agreement, and that (i) the Company’s representations and warranties in this Agreement and the Auction Services Agreement are true and correct; (ii) the Company has complied with, performed all the agreements and covenants, and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of such Officer’s Certificate; (iii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no Proceedings for that purpose or delaying, suspending or stopping the use of the Registration Statement or the Offering of securities thereunder have been instituted or, to the knowledge of such officers, threatened; and (iv) since the date of the Company’s most recent financial statements included or incorporated by reference in the Disclosure Package and the Prospectus, no Material Adverse Effect has occurred, except as set forth or contemplated in the Disclosure Package and the Prospectus. (b) On the date hereof, the Underwriters shall have received letters from PricewaterhouseCoopers LLP and Pxxxxx Xxxxxx Xxxxx, LLC dated as of the date hereof and in form and substance reasonably satisfactory to the Underwriters, each confirming that they are independent public accountants within the meaning of each of the 1933 Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Commission Regulation S-X, and stating the conclusions and findings of such firm with respect to the financial statements, financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (c) On the Initial Closing Date, the Company shall furnish the Underwriters with a certificate of its Secretary, in form and substance reasonably satisfactory to the Underwriters. (d) On the Initial Closing Date there and on any date upon which counsel to the Underwriters is required to deliver an opinion pursuant to this Agreement, counsel to the Underwriters shall not have occurred (i) been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Securities as herein contemplated, or in order to evidence the accuracy and completeness of any downgradingof the representations and warranties, nor shall the performance of the Company’s agreements and covenants or the fulfillment of any of the conditions, contained herein; and all proceedings taken by the Company in connection with the issuance and sale of Securities as herein contemplated shall be satisfactory in form and substance to the Underwriters and to the Underwriters’ counsel. (e) On the Initial Closing Date, the Underwriter(s) shall have received a “bring-down comfort letter” covering the matters ordinarily covered by accountants in such letters in connection with registered public offerings. (f) The obligation of the applicable Underwriter(s) to purchase the Securities on any notice from Closing Date is subject to the performance by the Company of its covenants, agreements and other obligations hereunder, to the conditions set forth herein, and to the following additional conditions: (1) No order suspending the effectiveness of the Registration Statement shall be in effect, and no Proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the 1933 Act shall be pending before or threatened by the Commission; the Prospectus and each applicable Issuer Free Writing Prospectus and Pricing Supplement shall have been timely filed with the Commission under the 1933 Act and in accordance with Section 4(a) hereof. (2) The Company’s representations and warranties herein and in any Terms Agreement shall be true and correct on the date hereof and on and as of each Closing Date; and the statements of the Company and its officers made in any Officer’s Certificate and other certificates delivered pursuant to this Agreement (as such Officer’s Certificate and other certificates are updated to each Closing Date) shall be true and correct on and as of its date. (3) If there are any debt securities or preferred stock of, or guaranteed by, the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2in the 1934 Act, (i) under the Securities Act of any intended or potential no downgrading or of any review for a possible change that does not indicate the direction of the possible change, shall have occurred in the rating accorded the Company or any of the such debt securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or and (ii) any changeno such organization shall have publicly announced that it has under surveillance, review or watch, or has changed its outlook with respect to, its rating of any development involving such debt securities or preferred stock (other than an announcement with positive implications of a prospective changepossible upgrading). (4) No event or condition of a type described in Section 5(a)(7) hereof shall have occurred or shall exist, which event or condition is not disclosed in the conditionDisclosure Package (excluding any amendment or supplement thereto), financial the Registration Statement (excluding any amendment or otherwise, supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the earnings, business or results of operations of the Company and its combined subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the sole judgment of the UnderwriterRepresentative makes it impracticable or inadvisable to proceed with the offering, is material and adverse and that makes it, in the judgment sale or delivery of the Underwriter, impracticable to market Securities on the Shares applicable Closing Date on the terms and in the manner contemplated in by this Agreement, the Time of Sale ProspectusDisclosure Package, the Registration Statement, the Prospectus and any applicable Terms Agreement. (5) None of the following events shall have occurred: (a) trading generally shall have been suspended or materially limited on or by either the New York Stock Exchange or the NASDAQ Stock Market; (b) The Underwriter trading of any securities issued or guaranteed by the Company shall have received been suspended on any exchange or in any over-the-counter market; (c) a general moratorium on commercial banking activities shall have been declared by federal or New York State or Georgia State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (d) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the sole judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on such Closing Date on the Closing Date a certificateterms and in the manner contemplated by this Agreement, dated the Closing Date Registration Statement, the Prospectus, the Disclosure Package and signed by the Chief Executive Officer or Chief Financial Officer of the Company, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Dateany applicable Terms Agreement. (c6) The Underwriter No action shall have received on the Closing Date an opinion been taken and a negative assurance letter from Kxxxxxxx & Exxxx LLP, outside counsel for the Company, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-1. Additionally, Txx X’Xxxxx, General Counsel of the Company shall provide an opinion to the Underwriter, dated the Closing Date, reasonably acceptable to the Underwriter, covering the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall so state therein. (d) The Underwriter no law shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLPbeen enacted, counsel for the Underwriter, in form and substance reasonably acceptable to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Time of Sale Prospectus and the Prospectus; provided adopted or issued by any Authority that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (g) At the Closing Date, the Underwriter shall have received a certificate of an authorized representative of the Selling Stockholders, dated the Closing Date, to the effect that the representations and warranties of the Selling Stockholders set forth in Section 2(a) hereof that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each casewould, as of the Closing Date, and that each prevent the issuance or sale of the Selling Stockholders has complied with all agreements Securities; and satisfied all conditions on its part no litigation or proceeding shall be threatened or pending to be performed restrain or satisfied hereunder at enjoin the issuance or prior to delivery of the Securities, or which in any way questions or affects the validity of the Securities, and no injunction or order of any Authority shall have been issued that would, as of the Closing DateDate prevent the issuance or sale of the Securities. (h7) On or prior to the Closing Date, the Underwriter The Securities shall have received a properly completed be eligible for clearance and executed United States Treasury Department Form W-9 (or settlement through DTC and any other applicable form or statement foreign clearing agency, if any, specified in the applicable Terms Agreements. Further, if specifically called for by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi). (i) The delivery to the Underwriter on the Closing Date of such documents as the Underwriter may reasonably request with respect to the good standing of any written agreement between the Company and other matters related the Representative, including a Terms Agreement, the Underwriters’ obligations hereunder and under such agreement, shall be subject to such additional conditions as agreed to by the parties (which may include the certificates, opinions and letters set forth in Section 6 hereof), each of which such agreed conditions shall be met on the corresponding Closing Date. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the delivery of the SharesUnderwriters.

Conditions to Underwriters’ Obligations. The obligations of the Underwriter several Underwriters under this Agreement to purchase and pay for the Securities, including the Firm Shares on the Closing Date and the Optional Shares, if any, on each Option Closing Date, are subject to the continuing accuracy of the representations and warranties of the Company and the Selling Shareholders contained in Sections 1 and 2 hereof and in certificates of any officer of the Company or any Subsidiary of the Company or by or on behalf of any Selling Shareholder, to the performance by the Company and the Selling Shareholders of their respective covenants and other obligations hereunder, and to the following further conditions: (a) Subsequent The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the execution satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and delivery within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of this Agreement Rule 430A, and prior to the Closing Date there shall not have occurred (i) any downgradingDate, nor shall the Company shall have received provided evidence satisfactory to the Representative of such timely filing and effectiveness. (b) There has not been, since the time of execution of this Agreement, any notice from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or any of the securities of the Company or any of its subsidiaries or in the rating outlook for the Company; or (ii) any change, or any development involving a prospective change, in Material Adverse Effect regarding the condition, financial or otherwise, or in the earnings, business affairs or results of operations business prospects of the Company and its combined subsidiariessubsidiaries considered as one entity, taken as a whole, from that set forth whether or not arising in the Time ordinary course of Sale Prospectus thatbusiness, in nor has the judgment Company or any of the Underwriter, its Subsidiaries entered into any transaction which is material and adverse and that makes itunfavorable to the Company, in each case, which in the judgment Representative's sole judgment, makes it impracticable or inadvisable to proceed with the public offering of the Underwriter, impracticable to market Securities as contemplated by the Shares on Pricing Disclosure Package and the terms and in the manner contemplated in the Time of Sale Prospectus. (bc) The Underwriter At the Closing Date, the Representative shall have received on the opinion, dated as of the Closing Date a certificateDate, of Xxxxxx and Xxxxx, LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request. In rendering of such opinion, counsel may rely, to the extent such counsel deems such reliance proper, as to matters of fact upon certificates of officers of the Company and government officials. (d) At the Closing Date, the Representative shall have received the opinion, dated as of the Closing Date Date, of [ ], counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed by or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request. (e) At the Closing Date, the Representative shall have received the opinion, dated as of the Closing Date, of Xxxxxx Xxxxxxxx LLP, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. (f) At the Closing Date, the Representative shall have received a certificate of the President and Chief Executive Officer or of the Company and a certificate of the Chief Financial Officer of the Company, dated as of Closing Date, to the effect set forth in Section 5(athat: (i) the representations, warranties and to the effect that the representations and warranties statements of the Company contained in this Agreement that are not qualified by materiality are true and correct in all material respects, and that the representations and warranties of the Company contained in this Agreement that are qualified by materiality any certificate or other document delivered pursuant hereto are true and correct, in each case, as if made on and as of the Closing Date Date, and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before prior to the Closing Date.; (cii) The Underwriter shall no stop order suspending the effectiveness of the Registration Statement, the Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have received on been instituted or are pending or threatened under the Closing Date an opinion Act; (iii) the signer of such certificate has carefully examined the Registration Statement, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus the Pricing Disclosure Package, any amendment or supplement thereto, and a negative assurance letter from Kxxxxxxx & Exxxx LLPthis Agreement, outside counsel for and that when the CompanyRegistration Statement became effective and at all times subsequent thereto up to delivery of the Firm Shares and payment therefor, dated the Registration Statement, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Pricing Disclosure Package, and any amendments or supplements thereto, contained all material information required to be included therein by the Act and the Regulations, and in all material respects conformed to the requirements of the Act and the Regulations; the Registration Statement and any amendments thereto, as of the Applicable Time, did not and, as of the Closing Date, reasonably acceptable do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Underwriterstatements therein not misleading, covering and the matters referred to in Exhibit A-1. AdditionallyStatutory Prospectus, Txx X’Xxxxxthe Prospectus, General Counsel any Issuer Free Writing Prospectus and the Pricing Disclosure Package, and any amendments or supplements thereto, did not, as of the Company shall provide an opinion to the Underwriter, dated their respective dates and as of the Closing Date, reasonably acceptable do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplement to the Underwriter, covering Prospectus or the matters referred to in Exhibit A-2. The opinion and a negative assurance letter of Kxxxxxxx & Exxxx LLP shall be rendered to the Underwriter at the request of the Company and shall Pricing Disclosure Package which has not been so state therein.set forth; and (div) The Underwriter shall have received on the Closing Date an opinion and a negative assurance letter of Lxxxxx & Wxxxxxx LLP, counsel for the Underwriter, in form and substance reasonably acceptable subsequent to the Underwriter. (e) The Underwriter shall have received on the Closing Date an opinion of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Selling Stockholders, covering the matters referred to in Exhibit A-3 and reasonably acceptable to the Underwriter. (f) The Underwriter shall have received, on each of the date of this Agreement and on the Closing Date, letters dated the respective dates as of delivery thereof, in form and substance satisfactory to the Underwriter, from KPMG LLP and PricewaterhouseCoopers LLP, independent public accountants, containing statements and which information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained is given in the Time of Sale Registration Statement, the Statutory Prospectus and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” Disclosure Package, there has not earlier than the date hereofbeen any Material Adverse Effect. (g) At the Closing Date, the Underwriter Representative shall have received a certificate of an authorized representative each Selling Shareholder, or, at the option of the Representative, a certificate of the Attorney-in-Fact on behalf of each Selling StockholdersShareholder, dated as of the Closing Date, to the effect that that: (i) the representations representations, warranties and warranties statements of each Selling Shareholder in this Agreement, the Selling Stockholders set forth Custody Agreement and in Section 2(a) hereof that are not qualified by materiality any certificate or other document delivered pursuant hereto or thereto are true and correct in all material respects, with the same force and that the representations effect as though expressly made at and warranties of the Selling Stockholders contained in this Agreement that are qualified by materiality are true and correct, in each case, as of the Closing Date, and that ; (ii) each of the such Selling Stockholders Shareholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date under or pursuant to this Agreement, and (iii) each such Selling Shareholder has carefully examined the Registration Statement, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus the Pricing Disclosure Package, any amendment or supplement thereto, and this Agreement, and, to the knowledge of such Selling Shareholder, when the Registration Statement became effective and at all times subsequent thereto up to delivery of the Firm Shares and payment therefor, the Registration Statement, the Statutory Prospectus, the Prospectus and the Pricing Disclosure Package, and any amendments or supplements thereto, contained all material information required to be included therein by the Act and the Regulations, and in all material respects conformed to the requirements of the Act and the Regulations; the Registration Statement and any amendments thereto, as of the Applicable Time, did not and, as of the Closing Date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus and the Pricing Disclosure Package, and any amendments or supplements thereto, did not, as of their respective dates, and as of the Closing Date, do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplement to the Prospectus or the Pricing Disclosure Package which has not been so set forth. (h) At the time of the execution of this Agreement, the Representative shall have received from UHY Xxxx Frankfort Xxxxx & Xxxx CPAs, LLP and from Deloitte & Touche LLP, letters dated such date, addressed to the Underwriters and in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letters for each of the other Underwriters (i) confirming that they are "independent accountants" within the meaning of the Act and the Regulations and (ii) containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement, preliminary prospectus, the Statutory Prospectus, the Prospectus and any Issuer Free Writing Prospectus. (i) At the Closing Date, the Representative shall have received letters from UHY Xxxx Frankfort Xxxxx & Xxxx CPAs, LLP and from Deloitte & Touche LLP, addressed to the Underwriters and dated as of the Closing Date, to the effect that they reaffirm the statements made in the letters furnished pursuant to sub-section (j) of this Section 7, except that the specified date referred to therein shall be a date not more than three days prior to the Closing Date. (hj) On or prior to At the Closing Date, the Underwriter Company's Listing of Additional Shares form, if required, shall have been submitted to Nasdaq and Nasdaq shall have raised no objections to such form or inclusion of the Securities for trading along with the Common Stock on the Nasdaq National Market. (k) At or prior to the execution of this Agreement, the NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. (l) At or prior to the execution of this Agreement, the Representative shall have received a properly completed the Lock-up Agreements in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto. (m) In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Optional Shares on any Option Closing Date that is after the Closing Date, the obligations of the several Underwriters to purchase the applicable Optional Shares shall be subject to the conditions specified in the introductory paragraph of this Section 7 and executed United States Treasury Department Form W-9 (or other to the further condition that, at the applicable form or statement specified by Treasury Department regulations in lieu thereof) from each Selling Stockholder pursuant to Section 2(a)(vi).Option Closing Date, the Representative shall have received: (i) The delivery to A certificate, dated such Option Closing Date, of the Underwriter on President and Chief Executive Officer of the Company and of the Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Date pursuant to Section 7(e) hereof remains true and correct as of such documents Option Closing Date. (ii) A certificate, dated such Option Closing Date, of each Selling Shareholder, or, at the option of the Representative, a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, confirming that the certificate delivered at the Closing Date pursuant to Section 7(g) remains true and correct as of such Option Closing Date. (iii) The opinion of Xxxxxx and Xxxxx, LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Option Closing Date, relating to the Optional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the Underwriter opinion required by Section 7(d) hereof. In rendering of such opinion, counsel may rely, to the extent such counsel deems such reliance proper, as to matters of fact upon certificates of officers of the Company and government officials. (iv) The opinion of [ ], counsel for the Selling Shareholders, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Option Closing Date, relating to the Optional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 7(e) hereof. (v) The opinion of Xxxxxx Xxxxxxxx LLP, counsel for the Underwriters, dated such Option Closing Date, relating to the Optional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 7(f) hereof. (vi) Letters from UHY Xxxx Frankfort Xxxxx & Xxxx CPAs, LLP and from Deloitte & Touche LLP, addressed to the Underwriters and in form and substance satisfactory to the Representative and dated such Option Closing Date, substantially in the same form and substance as the letters furnished to the Representative pursuant to Section 7(j) hereof, except that the specified date referred to therein shall be a date not more than three days prior to such Option Closing Date. (n) At the Closing Date and at each Option Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably request require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Shareholders in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters; and the Company shall have obtained all consents and/or waivers which may reasonably be required in order to consummate the issuance and sale of the Securities as herein contemplated. (o) The Company and the Selling Shareholders will furnish, or cause to be furnished, the Representative with such conformed copies of such opinions, certificates, letters and documents set forth above as the Representative reasonably requests. If any condition to the Underwriters' obligations hereunder to be fulfilled prior to or at the Closing Date or any Option Closing Date with respect to any Optional Shares, as the case may be, is not fulfilled, the Representative may, on behalf of the several Underwriters, terminate this Agreement with respect to the good standing Closing Date or such Option Closing Date, as applicable, or, if they so elect, waive any such conditions which have not been fulfilled or extend the time for their fulfillment. Any such termination shall be without liability of the Company any party to any other party except as provided in Section 6 and other matters related to the delivery of the Sharesexcept that Sections 1, 2, 8 and 16 shall survive any such termination and remain in full force and effect.